MasterCard 2014 Annual Report Download - page 41

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On November 16, 2014, the Company extended its committed unsecured revolving credit facility, dated as of November 16, 2012
(the “Credit Facility”), for an additional year. The expiration date of the Credit Facility is November 14, 2019. The available
funding under the Credit Facility will remain at $3 billion through November 16, 2017 and then decrease to $2.95 billion during
the final two years of the Credit Facility agreement. Other than immaterial changes to certain representations and warranties, the
terms and conditions of the Credit Facility remain unchanged. The option to request that each lender under the Credit Facility
extend its commitment was provided pursuant to the terms of the Credit Facility agreement. Borrowings under the Credit Facility
are available to provide liquidity for general corporate purposes, including providing liquidity in the event of one or more settlement
failures by the Company’s customers. In addition, for business continuity planning and related purposes, the Company may borrow
and repay amounts under the Credit Facility from time to time. The facility fee and borrowing cost under the Credit Facility are
contingent upon the Company’s credit rating. At December 31, 2014, the applicable facility fee was 8 basis points on the average
daily commitment (whether or not utilized). In addition to the facility fee, interest on borrowings under the Credit Facility would
be charged at the London Interbank Offered Rate (LIBOR) plus an applicable margin of 79.5 basis points, or an alternative base
rate. MasterCard had no borrowings under the Credit Facility at December 31, 2014 and 2013.
The Credit Facility contains customary representations, warranties, events of default and affirmative and negative covenants,
including a financial covenant limiting the maximum level of consolidated debt to earnings before interest, taxes, depreciation
and amortization. MasterCard was in compliance in all material respects with the covenants of the Credit Facility at December 31,
2014 and 2013. The majority of Credit Facility lenders are customers or affiliates of customers of MasterCard.
On August 2, 2012, the Company filed a universal shelf registration statement to provide additional access to capital, if needed.
Pursuant to the shelf registration statement, the Company may from time to time offer to sell debt securities, preferred stock, Class
A common stock, depository shares, purchase contracts, units or warrants in one or more offerings.
Dividends and Share Repurchases
MasterCard has historically paid quarterly dividends on its outstanding Class A common stock and Class B common stock. Subject
to legally available funds, we intend to continue to pay a quarterly cash dividend. However, the declaration and payment of future
dividends is at the sole discretion of our Board of Directors after taking into account various factors, including our financial
condition, operating results, available cash and current and anticipated cash needs. The following table summarizes the annual,
per share dividends paid in the years reflected:
Years Ended December 31,
2014 2013 2012
(in millions, except per share data)
Cash dividend, per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.440 $ 0.210 $ 0.105
Cash dividends paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 515 $ 255 $ 132
On December 2, 2014, our Board of Directors declared a quarterly cash dividend of $0.16 per share paid on February 9, 2015 to
holders of record on January 9, 2015 of our Class A common stock and Class B common stock. The aggregate amount of this
dividend was $184 million.
On February 3, 2015, our Board of Directors declared a quarterly cash dividend of $0.16 per share payable on May 8, 2015 to
holders of record on April 9, 2015 of our Class A common stock and Class B common stock. The aggregate amount of this dividend
is estimated to be $184 million.
Shares in the Company’s common stock that are repurchased are considered treasury stock. The timing and actual number of
additional shares repurchased will depend on a variety of factors, including the operating needs of the business, legal requirements,
price and economic and market conditions. In December 2014, the Company’s Board of Directors approved a new share repurchase
program authorizing the Company to repurchase up to $3.75 billion of its Class A common stock. As of January 23, 2015, the
repurchases by the Company under the December 2013 Share Repurchase Program in 2015 totaled approximately 2.5 million
shares of Class A common stock for an aggregate cost of approximately $215 million, at an average price of $84.45 per share of
Class A common stock. As of January 23, 2015, the Company had approximately $3.8 billion remaining under the December
2013 Share Repurchase Program and the December 2014 Share Repurchase Program.