MasterCard 2015 Annual Report Download - page 75

MASTERCARD INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
69
Scheduled annual maturities of the principal portion of long-term debt outstanding at December 31, 2015 are summarized below.
Amounts exclude capital lease obligations disclosed in Note 16 (Commitments).
(in millions)
2016 - 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ —
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 500
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,799
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,299
In November 2015, the Company established a commercial paper program (the “Commercial Paper Program”). Under the
Commercial Paper Program, the Company is authorized to issue up to $3.75 billion in outstanding notes, with maturities up to
397 days from the date of issuance. The Commercial Paper Program is available in U.S. dollars.
In conjunction with the Commercial Paper Program, the Company entered into a committed unsecured $3.75 billion revolving
credit facility (the “Credit Facility”) on October 21, 2015, which expires on October 21, 2020. The Credit Facility amended and
restated the Company’s prior credit facility. Borrowings under the Credit Facility are available in U.S. dollars and/or euros. The
facility fee and borrowing cost under the Credit Facility are contingent upon the Company’s credit rating. At December 31, 2015,
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. 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 (EBITDA), which are substantially similar
to the prior credit facility. MasterCard was in compliance in all material respects with the covenants of the Credit Facility at
December 31, 2015 and 2014. The majority of Credit Facility lenders are customers or affiliates of customers of MasterCard.
Borrowings under the Commercial Paper Program and the Credit Facility are used to provide liquidity for general corporate
purposes, including providing liquidity in the event of one or more settlement failures by the Company’s customers. The Company
may borrow and repay amounts under the Commercial Paper Program and Credit Facility from time to time for business continuity
and planning purposes. MasterCard had no borrowings under the Credit Facility at December 31, 2015 and 2014, as well as had
no borrowings under the Commercial 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 A common stock, depository shares, purchase contracts, units or warrants in one or more offerings.
The Company also has $10 million and $41 million in debt outside the United States that is included in other current liabilities
on the consolidated balance sheet at December 31, 2015 and 2014, respectively.
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 300 No shares issued or outstanding at December 31, 2015 and
2014, respectively. Dividend and voting rights are to be
determined by the Board of Directors of the Company upon
issuance.