MasterCard 2014 Annual Report Download - page 72

MASTERCARD INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
70
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.
The Company also has $41 million and $35 million in debt outside the United States that is included in other current liabilities on
the consolidated balance sheet at December 31, 2014 and 2013.
Note 13. Stockholders’ Equity
Classes of Capital Stock
MasterCard’s amended and restated certificate of incorporation authorizes the following classes of capital stock:
Class Par Value Per Share Authorized Shares (in millions) Dividend and Voting Rights
A $0.0001 3,000 One vote per share
Dividend rights
B $0.0001 1,200 Non-voting
Dividend rights
Preferred $0.0001 — No shares issued or outstanding at December 31, 2014 and
2013, respectively. Dividend and voting rights are to be
determined by the Board of Directors of the Company upon
issuance.