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MASTERCARD ANNUAL REPORT 2015
YEARS OF SHAPING THE FUTURE

Table of contents

  • Page 1
    YEARS OF SHAPING THE FUTURE MASTERCARD ANNUAL REPORT 2015

  • Page 2
    ...For the Years Ended December 31 (in $ millions, except per share and operating data) 2015 2014 2013 Statement of Operations Net Revenue Operating Expenses: General and Administrative Advertising and Marketing Depreciation and Amortization Provision for Litigation Settlement Total Operating Expenses...

  • Page 3
    ... share. Our travel & entertainment and fuel card programs produce reporting and insights that help companies manage their programs more efficiently. Businesses also are connecting through our network to make higher-value transactions traditionally associated with cashier's checks and wire transfers...

  • Page 4
    ...into new markets. While waiting for China's final domestic market regulations, we're working closely with our customers to launch single-branded card programs and expand into the digital space, using our token and cloud-based technologies and fraud prevention solutions. In Russia, working alongside...

  • Page 5
    ... and 112 countries-into the employee life cycle, from recruiting to career development. We're building a world-class company. Our board works collaboratively to shape our business and talent as we prepare for the next challenges and opportunities-by reviewing our long-term strategic plans, ensuring...

  • Page 6
    ... a public company ten years ago, the MasterCard Foundation was established as an independent entity to promote financial inclusion and advance youth learning, mostly in Africa. The Foundation's programs are serving more than nine million people in 29 African countries and provide a combination...

  • Page 7
    ... shell company (as defined in Rule 12b-2 of the Act). Yes No The aggregate market value of the registrant's Class A common stock, par value $0.0001 per share, held by non-affiliates (using the New York Stock Exchange closing price as of June 30, 2015, the last business day of the registrant's most...

  • Page 8
    ... WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE ...CONTROLS AND PROCEDURES ...OTHER INFORMATION ...29 30 30 45 48 84 84 84 PART III ITEM 10. ITEM 11. ITEM 12. ITEM 13. ITEM 14. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE ...EXECUTIVE COMPENSATION ...SECURITY OWNERSHIP...

  • Page 9
    ... PART I ITEM 1. BUSINESS Overview MasterCard is a technology company in the global payments industry that connects consumers, financial institutions, merchants, governments and businesses worldwide, enabling them to use electronic forms of payment instead of cash and checks. As the operator of what...

  • Page 10
    ...range of payment solutions and services using our family of well-known brands, including MasterCard®, Maestro® and Cirrus®. We also provide value-added offerings such as loyalty and reward programs, information services and consulting. Our network is designed to ensure safety and security for the...

  • Page 11
    ... token services we offer through our MasterCard Digital Enablement Service (MDES). We also launched the MDES Express program, a commercial framework that provides financial institutions and digital participants (including large digital companies, merchants and other companies) the ability to quickly...

  • Page 12
    ... the final regulations, we continue to execute against our plans to have the infrastructure and technology ready in China to switch domestic Chinese transactions by the end of 2016. In the meantime, we are working to expand issuance and acceptance in the market. Data Privacy - In 2015, the European...

  • Page 13
    ... that require value-added processing, such as realtime access to transaction data for fraud scoring or rewards at the point-of-sale, to ensure advanced processing products and services are applied to the transaction. Our network's architecture enables us to connect all parties regardless of...

  • Page 14
    ... mitigate these risks. Transaction Processing Switching • Authorization, Clearing and Settlement. Through the MasterCard Network, we enable the routing of a transaction to the issuer for its approval, facilitate the exchange of financial transaction information between issuers and acquirers after...

  • Page 15
    ...These services facilitate transactions on the MasterCard Network among cardholders, merchants, financial institutions and governments in markets globally. The following chart provides GDV and number of cards featuring our brands in 2015 for select programs and solutions: Year Ended December 31, 2015...

  • Page 16
    ..., conversion of cards, marketing promotions activities and other customer management services. Loyalty and Rewards Solutions. We provide a scalable rewards platform that enables issuers to provide consumers with a variety of benefits and services, such as personalized offers and rewards, access to...

  • Page 17
    ... payment-related products and services. Our net revenues are classified into five categories: domestic assessment fees, cross-border volume fees, transaction processing fees, other revenues and rebates and incentives (contra-revenue). See "Management's Discussion and Analysis of Financial Condition...

  • Page 18
    ... and/or Discover-branded payment cards in a manner consistent with a four-party system. We continue to face intense competitive pressure on the prices we charge our issuers and acquirers, and we seek to enter into business agreements with them through which we offer incentives and other support to...

  • Page 19
    ... a risk-based compliance program that includes policies, procedures and controls that are designed to prevent us from having business dealings with prohibited countries, regions, individuals or entities. This includes obligating issuers and acquirers to screen cardholders and merchants, respectively...

  • Page 20
    ... and other information about MasterCard by enrolling your e-mail address by visiting "E-Mail Alerts" in the investor relations section of our corporate website. Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports are available...

  • Page 21
    ... with respect to not only interchange fees but also the types of products that we may offer to consumers, the countries in which our cards and other payment devices may be used, the way we structure and operate our business and the types of cardholders and merchants who can obtain or accept...

  • Page 22
    ... overall transaction volumes, and/or make proprietary three-party networks or other forms of payment more attractive. Issuers could also choose to charge higher fees to consumers to attempt to recoup a portion of the costs incurred for their services, thereby making our card programs less desirable...

  • Page 23
    ...products, affecting our business. These include matters like interchange rates, network standards and network exclusivity and routing agreements. Conversely, if widely varying regulations come into existence worldwide, we may have difficulty adjusting our products, services, fees and other important...

  • Page 24
    ...infrastructure." If MasterCard were designated "systemically important" in a particular jurisdiction, it would be subject to new regulations relating to its payment, clearing and settlement activities, which could address areas such as risk management policies and procedures; collateral requirements...

  • Page 25
    ...American Express, Discover, private-label card networks and certain alternative payments systems, operate three-party payments systems with direct connections to both merchants and consumers. These competitors may derive competitive advantages from their business models: • Operators of three-party...

  • Page 26
    ... of operations. In order to increase transaction volumes, enter new markets and expand our MasterCard-branded cards and enabled payment devices, we seek to enter into business agreements with customers through which we offer incentives, pricing discounts and other support that promote our products...

  • Page 27
    ... that support our businesses and customers (such as the lack of availability of our value-added systems), as well as the operations of our customers or other third parties. Any actual attacks could lead to damage to our reputation with our customers and other parties and the market, additional costs...

  • Page 28
    ... location could interrupt our services. Although we maintain a business continuity program to analyze risk, assess potential impacts, and develop effective response strategies, we cannot ensure that our business would be immune to these risks. Additionally, we rely on third-party service providers...

  • Page 29
    ... as their relationships with our issuer and acquirer customers, to continue to expand the acceptance of our cards and payment devices. We also work with merchants to help them enable new sales channels, create better purchase experiences, improve efficiencies, increase revenues and fight fraud. In...

  • Page 30
    ...on our settlement exposure and risk assessment and mitigation practices, see Note 19 (Settlement and Other Risk Management) to the consolidated financial statements included in Part II, Item 8. Separately, MasterCard also provides guarantees to certain customers and other companies indemnifying them...

  • Page 31
    ... cards and generate a significant amount of revenue from cross-border volume fees and transaction switching fees. Revenue from processing crossborder and currency conversion transactions for our customers fluctuates with cross-border travel and our customers' need for transactions to be converted...

  • Page 32
    ... been high profile, involving merchants and third-party payment processors that process, store or transmit payment card data, which affect millions of MasterCard, Visa, Discover, American Express and other types of cardholders. These events typically involve external agents hacking the merchants' or...

  • Page 33
    ... of a competitor of MasterCard or of the Foundation is disqualified from service on our board of directors. The Foundation's substantial stock ownership, and restrictions on its sales, may impact corporate actions or acquisition proposals favorable to, or favored by, the other public stockholders...

  • Page 34
    ...of December 31, 2015, MasterCard and its subsidiaries owned or leased 154 commercial properties. We own our corporate headquarters, a 472,600 square foot building located in Purchase, New York. There is no outstanding debt on this building. Our principal technology and operations center is a 528,000...

  • Page 35
    ... into account various factors, including our financial condition, operating results, available cash and current and anticipated cash needs. Issuer Purchases of Equity Securities On December 2, 2014, the Company's Board of Directors approved a new share repurchase program authorizing the Company to...

  • Page 36
    ... Company's repurchase activity during the fourth quarter of 2015 consisted of open market share repurchases and is summarized in the following table: Average Price Paid per Share (including commission cost) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Dollar Value...

  • Page 37
    ...operations in relation to historical results, for internal planning and forecasting purposes and in the calculation of performance-based compensation. See "Overview" and "Financial Results" sections for the tables that provide a reconciliation of the operating results and growth to the most directly...

  • Page 38
    ... a commercial paper program with authorization to issue up to $3.75 billion in outstanding notes. We repurchased 38 million shares of our Class A common stock for $3.5 billion in 2015. The following tables provide a summary of our operating results: For the Years Ended December 31, 2015 Actual...

  • Page 39
    ... (1)% In addition, changes in foreign currency exchange rates directly impact the calculation of gross dollar volume ("GDV") and gross euro volume ("GEV"), which are used in the calculation of our domestic assessments fees, cross-border volume fees and volume related rebates and incentives. These...

  • Page 40
    ... converted to U.S. dollars using average exchange rates for the period. In Europe, GEV is calculated based on local currency spending volume converted to euros using average exchange rates for the period. As a result, our domestic assessments, cross-border volume fees and volume related rebates...

  • Page 41
    ... cash advance services and a 24-hour cardholder service center. For merchants, we provide targeted offers and rewards campaigns and management services for publishing offers, as well as opportunities for holders of co-brand or loyalty cards and rewards program members to obtain rewards points...

  • Page 42
    ...agreements with customers. These agreements can be terminated in a variety of circumstances. See our risk factor in "Risk Factor - Business Risks" in Part I, Item 1A for further discussion. The significant components of our net revenue were as follows: For the Years Ended December 31, 2015 2014 2013...

  • Page 43
    ... recorded in other revenue when services are performed. 4 Includes impacts from Advisor fees, safety and security fees, loyalty and reward solution fees and other payment-related products and services. 5 Includes the impact from timing of new, renewed and expired agreements. Operating Expenses Our...

  • Page 44
    ... expenses in 2014 compared to 2013 was due to an increase in the number of employees from acquisitions and employees required to support our strategic initiatives and a restructuring charge of $87 million recorded in 2014. Professional fees consist primarily of third-party services, legal costs to...

  • Page 45
    .... Advertising and marketing expenses increased 3% in 2014, mainly due to new and renewed sponsorships and increased media spend to support our strategic initiatives. See Value-Added Solutions and Marketing sections included in Part I, Item 1 for further discussion of our marketing strategy...

  • Page 46
    ...-for-sale securities and held-to-maturity securities. At December 31, 2015, 2014 and 2013, this amount excludes restricted cash related to the U.S. merchant class litigation settlement of $541 million, $540 million and $723 million, respectively. Other than for business continuity planning, we...

  • Page 47
    ...by global credit market conditions. The Company guarantees the settlement of many MasterCard, Cirrus and Maestro-branded transactions between our issuers and acquirers. See Note 19 (Settlement and Other Risk Management) to the consolidated financial statements in Part II, Item 8 for a description of...

  • Page 48
    ... 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, 2015 2014 2013...

  • Page 49
    ...the consolidated financial statements included in Part II, Item 8 for further discussion. Amounts primarily relate to sponsorships to promote the MasterCard brand. Future cash payments that will become due to our customers under agreements which provide pricing rebates on our standard fees and other...

  • Page 50
    ... the Company's Board of Directors. The Company's significant accounting policies, including recent accounting pronouncements, are described in Note 1 (Summary of Significant Accounting Policies) to the consolidated financial statements included in Part II, Item 8. Revenue Recognition Application of...

  • Page 51
    ... 31, 2015 related to the hedging program. A 100 basis point adverse change in interest rates would not have a material impact on the Company's investments at December 31, 2015 and 2014. In addition, there was no material equity price risk at December 31, 2015 or 2014. Foreign Exchange Risk We enter...

  • Page 52
    ... our net investment in foreign operations against adverse movements in exchange rates, with changes in the value of the debt recorded within currency translation adjustment in accumulated other comprehensive income (loss). During the fourth quarter of 2015, we designated our euro-denominated debt as...

  • Page 53
    ... financial statements in Part II, Item 8 for additional information on the Company's current and prior credit facilities and Commercial Paper Program. With the exception for business continuity planning, we did not borrow under the prior or current credit facilities as of December 31, 2015 and 2014...

  • Page 54
    ...INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page MasterCard Incorporated As of December 31, 2015 and 2014 and for the years ended December 31, 2015, 2014 and 2013 Management's Report on Internal Control Over Financial Reporting ...Report of Independent Registered Public Accounting Firm...Consolidated...

  • Page 55
    ... SarbanesOxley Act of 2002, management has assessed the effectiveness of MasterCard's internal control over financial reporting as of December 31, 2015. In making its assessment, management has utilized the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee...

  • Page 56
    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of MasterCard Incorporated: In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of MasterCard ...

  • Page 57
    ... 31, 2015 2014 (in millions, except per share data) ASSETS Cash and cash equivalents ...Restricted cash for litigation settlement ...Investments ...Accounts receivable ...Settlement due from customers ...Restricted security deposits held for customers ...Prepaid expenses and other current assets...

  • Page 58
    MASTERCARD INCORPORATED CONSOLIDATED STATEMENT OF OPERATIONS For the Years Ended December 31, 2015 2014 2013 (in millions, except per share data) Net Revenue ...$ Operating Expenses General and administrative ...Advertising and marketing ...Depreciation and amortization ...Provision for litigation...

  • Page 59
    MASTERCARD INCORPORATED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 2015 For the Years Ended December 31, 2014 2013 (in millions) Net Income ...$ Other comprehensive income (loss): Foreign currency translation adjustments...Income tax effect ...Foreign currency translation adjustments, net of ...

  • Page 60
    ...), net of tax ...Cash dividends declared on Class A and Class B common stock, $0.29 per share ...Purchases of treasury stock ...Share-based payments ...Conversion of Class B to Class A common stock ...Balance at December 31, 2013 ...Net income...Activity related to noncontrolling interests...Other...

  • Page 61
    ... STATEMENT OF CASH FLOWS For the Years Ended December 31, 2015 2014 (in millions) 2013 Operating Activities Net income ...$ Adjustments to reconcile net income to net cash provided by operating activities: Amortization of customer and merchant incentives ...Depreciation and amortization ...Share...

  • Page 62
    ... solutions and services through a family of well-known brands, including MasterCard, Maestro and Cirrus. The Company also provides value-added offerings such as loyalty and reward programs, information services and consulting. The Company's network is designed to ensure safety and security for...

  • Page 63
    ...by our customers. The Company's revenue is based on the volume of activity on cards that carry the Company's brands, the number of transactions processed or the nature of other payment-related products and services. Volume-based revenue (domestic assessments and cross-border volume fees) is recorded...

  • Page 64
    ... consolidated balance sheet. In 2015, the Company early adopted accounting guidance issued by the Financial Accounting Standards Board ("FASB") in the fourth quarter of 2015, which requires all deferred income taxes to be recorded as non-current. The standard was applied prospectively, and as such...

  • Page 65
    ... investment hedge each quarter. Settlement due from/due to customers - The Company operates systems for clearing and settling payment transactions among MasterCard customers. Net settlements are generally cleared daily among customers through settlement cash accounts by wire transfer or other bank...

  • Page 66
    ... date and for revenue and expense accounts using a weighted-average exchange rate for the period. Resulting translation adjustments are reported as a component of accumulated other comprehensive income (loss). Treasury stock - The Company records the repurchase of shares of its common stock at cost...

  • Page 67
    ... the 2015 and 2014 acquisitions is expected to be deductible for local tax purposes. The Company made no acquisitions in 2013. The consolidated financial statements include the operating results of the acquired businesses from the dates of their respective acquisition. Pro forma information related...

  • Page 68
    MASTERCARD INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Note 3. Earnings Per Share The components of basic and diluted EPS for common shares for each of the years ended December 31 were as follows: 2015 2014 2013 (in millions, except per share data) Numerator: Net income ...

  • Page 69
    ... Exchange Risk Management) for further details. The Company's U.S. government securities and marketable equity securities are classified within Level 1 of the Valuation Hierarchy as the fair values are based on unadjusted quoted prices for identical assets in active markets. Financial Instruments...

  • Page 70
    ... factors that are not currently observable in the market. For additional information regarding the Company's settlement and other guarantee liabilities, see Note 19 (Settlement and Other Risk Management). Non-Financial Instruments Certain assets are measured at fair value on a nonrecurring basis for...

  • Page 71
    ... income generated from cash, cash equivalents and investments. Gross realized gains and losses are recorded within investment income on the Company's consolidated statement of operations. The gross realized gains and losses from the sales of available-for-sale securities for 2015, 2014 and 2013 were...

  • Page 72
    ...92 million for 2015, 2014 and 2013, respectively. Note 8. Goodwill The changes in the carrying amount of goodwill for the years ended December 31, 2015 and 2014 were as follows: 2015 (in millions) 2014 Beginning balance ...$ Goodwill acquired during the year ...Foreign currency translation ...Other...

  • Page 73
    ... are not included in the accrued expenses table above and are separately reported as accrued litigation on the consolidated balance sheet. During 2015 and 2014, MasterCard executed settlement agreements with a number of opt-out merchants and no adjustment to the amount previously recorded was deemed...

  • Page 74
    MASTERCARD INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) obligation for $287 million, which resulted in a pension settlement charge of $79 million recorded in general and administrative expense during 2015. The Company maintains a postretirement plan providing health coverage...

  • Page 75
    ... Paper Program at December 31, 2015. On June 15, 2015, 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...

  • Page 76
    ... any given year. The Foundation will be permitted to sell all of its remaining shares beginning twenty years and eleven months after the consummation of the IPO. Stock Repurchase Programs In June 2012, the Company's Board of Directors approved a share repurchase program authorizing the Company to...

  • Page 77
    ...Company's share repurchase authorizations of its Class A common stock through December 31, 2015, as well as historical purchases: Authorization Dates December 2015 December 2014 December 2013 February 2013 June 2012 Total (in millions, except average price data) Board authorization ...Dollar-value...

  • Page 78
    ...based on historical MasterCard information. The expected dividend yields were based on the Company's expected annual dividend rate on the date of grant. The following table summarizes the Company's option activity for the year ended December 31, 2015: Weighted-Average Exercise Price Weighted-Average...

  • Page 79
    ...unrecognized compensation cost related to non-vested RSUs. The cost is expected to be recognized over a weighted-average period of 1.8 years. Performance Stock Units The following table summarizes the Company's PSU activity for the year ended December 31, 2015: Weighted-Average Grant-Date Fair Value...

  • Page 80
    MASTERCARD INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Additional Information The following table includes additional share-based payment information for each of the years ended December 31: 2015 2014 2013 (in millions, except weighted-average fair value) Share-based ...

  • Page 81
    MASTERCARD INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Note 17. Income Taxes The total income tax provision for the years ended December 31 is comprised of the following components: 2015 2014 (in millions) 2013 Current Federal ...$ State and local ...Foreign ...Deferred ...

  • Page 82
    MASTERCARD INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) During the fourth quarter of 2014, the Company implemented an initiative to better align its legal entity and tax structure with its operational footprint outside of the U.S. This initiative resulted in a one-time ...

  • Page 83
    MASTERCARD INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) A reconciliation of the beginning and ending balance for the Company's unrecognized tax benefits for the years ended December 31, is as follows: 2015 2014 (in millions) 2013 Beginning balance ...$ Additions: Current ...

  • Page 84
    ... Visa International Service Association and a number of financial institutions; and (2) a MasterCard settlement and judgment sharing agreement with a number of financial institutions. The agreements provide for the apportionment of certain costs and liabilities which MasterCard, the Visa parties and...

  • Page 85
    ... revenue of MasterCard's Canadian customers and on MasterCard's overall business in Canada and could result in substantial damage awards. Europe. In July 2015, the European Commission issued a Statement of Objections related to MasterCard's interregional interchange fees and central acquiring rules...

  • Page 86
    ... the average daily card volume during the quarter multiplied by the estimated number of days to settle. The Company has global risk management policies and procedures, which include risk standards, to provide a framework for managing the Company's settlement risk. Customer-reported transaction data...

  • Page 87
    ... and financial market conditions deteriorate further. The Company's global risk management policies and procedures are revised and enhanced from time to time. Historically, the Company has experienced a low level of losses from financial institution failures. MasterCard also provides guarantees to...

  • Page 88
    ...level. Revenue by geographic market is based on the location of the Company's customer that issued the card, as well as the location of the merchant acquirer where the card is being used. Revenue generated in the U.S. was approximately 39% of net revenue in 2015, 2014 and 2013. No individual country...

  • Page 89
    MASTERCARD INCORPORATED SUMMARY OF QUARTERLY DATA (Unaudited) 2015 Quarter Ended March 31 June 30 September 30 December 31 2015 Total (in millions, except per share data) Net revenue ...$ Operating income ...Net income ...Basic earnings per share ...$ Basic weighted-average shares outstanding ......

  • Page 90
    ... of December 31, 2015. Management's report on internal control over financial reporting is included in Part II, Item 8. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this Annual Report on Form 10-K and, as...

  • Page 91
    ...ITEM 11. EXECUTIVE COMPENSATION The information required by this Item with respect to executive officer and director compensation will appear in the Proxy Statement and is incorporated by reference into this Report. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED...

  • Page 92
    ...has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. MASTERCARD INCORPORATED (Registrant) Date: February 12, 2016 By: /s/ AJAY BANGA Ajay Banga President and Chief Executive Officer (Principal Executive Officer) Pursuant to the...

  • Page 93
    ...12, 2016 By: /s/ MERIT E. JANOW Merit E. Janow Director Date: February 12, 2016 By: /s/ NANCY J. KARCH Nancy J. Karch Director Date: February 12, 2016 By: /s/ MARC OLIVIÉ Marc Olivié Director Date: February 12, 2016 By: /s/ RIMA QURESHI Rima Qureshi Director Date: February 12, 2016 By...

  • Page 94
    ... of the Company's Current Report on Form 8-K filed on December 1, 2015 (File No. 001-32877)). $3,750,000,000 Amended and Restated Credit Agreement, dated as of October 21, 2015, among MasterCard Incorporated, the several lenders and agents from time to time party thereto, Citibank, N.A., as managing...

  • Page 95
    ...Agreement between Martina Hund-Mejean and MasterCard International, amended and restated as of December 24, 2012 (incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K filed February 14, 2013 (File No. 001-32877)). Description of Employment Arrangement with Gary Flood...

  • Page 96
    ....2 to the Company's Quarterly Report on Form 10-Q filed October 30, 2014 (File No. 001-32877)). Second Amendment to Omnibus Agreement Regarding Interchange Litigation Judgment Sharing and Settlement Sharing, dated as of October 22, 2015, by and among MasterCard Incorporated, MasterCard International...

  • Page 97
    ... by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed October 29, 2015 (File No. 001-32877)). Class Settlement Agreement, dated October 19, 2012, by and among MasterCard Incorporated and MasterCard International Incorporated; Visa, Inc., Visa U.S.A. Inc. and Visa...

  • Page 98
    documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time. 92

  • Page 99
    ... EXECUTIVE OFFICERS Ajay Banga President and Chief Executive Officer ADDITIONAL MANAGEMENT COMMITTEE MEMBERS Ajay Bhalla President of Enterprise Security Solutions Ajay Banga President and Chief Executive Officer MasterCard Incorporated Ann Cairns President, International Markets Gary J. Flood...

  • Page 100
    ... Relations section of our website at www.mastercard.com. Visit our website, www.mastercard.com, for updated news releases, stock performance, financial reports, recent investments, investment community presentations, corporate governance and other investor information. Contact the MasterCard Board...

  • Page 101
    We are proud to print our annual report entirely on Forest Stewardship Council® (FSC®)-certified paper. FSC certification ensures that the paper in our annual report contains fiber from well-managed and responsibly harvested forests that meet strict environmental and socioeconomic standards.

  • Page 102
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