MA 10-K Annual Report Dec. 31, 2018 | Alphaminr
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MA 10-K Fiscal year ended Dec. 31, 2018

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MASTERCARD INC
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TABLE OF CONTENTS
Part IItem 1. BusinessNote 20 (legal and Regulatory Proceedings)Note 15 (stockholders Equity)Item 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsNote 12 (accrued Expenses and Accrued Litigation)Item 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsNote 1 (summary Of Significant Accounting Policies)Note 19 (income Taxes)Note 22 (foreign Exchange Risk Management)Note 3 (revenue)Note 21 (settlement and Other Risk Management)Note 14 (debt)Note 7 (fair Value and Investment Securities)Note 2 (acquisitions)Item 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Summary Of Significant Accounting PoliciesNote 13 (pension, Postretirement and Savings Plans)Note 5 (cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents)Note 2. AcquisitionsNote 3. RevenueNote 4. Earnings Per ShareNote 5. Cash, Cash Equivalents, Restricted Cash and Restricted Cash EquivalentsNote 6. Supplemental Cash FlowsNote 7. Fair Value and Investment SecuritiesNote 8 (prepaid Expenses and Other Assets)Note 8. Prepaid Expenses and Other AssetsNote 9. Property, Plant and EquipmentNote 10. GoodwillNote 11. Other Intangible AssetsNote 12. Accrued Expenses and Accrued LitigationNote 13. Pension, Postretirement and Savings PlansNote 14. DebtNote 15. Stockholders EquityNote 16. Accumulated Other Comprehensive Income (loss)Note 17. Share-based PaymentsNote 18. CommitmentsNote 19. Income TaxesNote 20. Legal and Regulatory ProceedingsNote 21. Settlement and Other Risk ManagementNote 22. Foreign Exchange Risk ManagementNote 23. Segment ReportingItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1(a) Amended and Restated Certificate of Incorporation of Mastercard Incorporated (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed September 29, 2016 (File No. 001-32877)). 3.1(b) Amended and Restated Bylaws of Mastercard Incorporated (incorporated by reference to Exhibit 3.2 to the Companys Current Report on Form 8-K filed September 29, 2016 (File No. 001-32877)). 4.1 Indenture, dated as of March 31, 2014, between the Company and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on March 31, 2014 (File No. 001-32877)). 4.2 Officers Certificate of the Company, dated as of March 31, 2014 (incorporated by reference to Exhibit 4.2 of the Companys Current Report on Form 8-K filed on March 31, 2014 (File No. 001-32877)). 4.3 Form of Global Note representing the Companys 2.000% Notes due 2019 (included in Exhibit 4.2) (incorporated by reference to Exhibit 4.3 of the Companys Current Report on Form 8-K filed on March 31, 2014 (File No. 001-32877)). 4.4 Form of Global Note representing the Companys 3.375% Notes due 2024 (included in Exhibit 4.2) (incorporated by reference to Exhibit 4.4 of the Companys Current Report on Form 8-K filed on March 31, 2014 (File No. 001-32877)). 4.5 Officers Certificate of the Company, dated as of December 1, 2015 (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on December 1, 2015 (File No. 001-32877)). 4.6 Form of Global Note representing the Companys 1.100% Notes due 2022 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.2 of the Companys Current Report on Form 8-K filed on December 1, 2015 (File No. 001-32877)). 4.7 Form of Global Note representing the Companys 2.100% Notes due 2027 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.3 of the Companys Current Report on Form 8-K filed on December 1, 2015 (File No. 001-32877)). 4.8 Form of Global Note representing the Companys 2.500% Notes due 2030 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.4 of the Companys Current Report on Form 8-K filed on December 1, 2015 (File No. 001-32877)). 4.9 Officers Certificate of the Company, dated as of November 21, 2016 (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on November 21, 2016 (File No. 001-32877)). 4.10 Form of Global Note representing the Companys 2.000% Notes due 2021 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.2 of the Companys Current Report on Form 8-K filed on November 21, 2016 (File No. 001-32877)). 4.11 Form of Global Note representing the Companys 2.950% Notes due 2026 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.3 of the Companys Current Report on Form 8-K filed on November 21, 2016 (File No. 001-32877)). 4.12 Form of Global Note representing the Companys 3.800% Notes due 2046 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.4 of the Companys Current Report on Form 8-K filed on November 21, 2016 (File No. 001-32877)). 4.13 Officers Certificate of the Company, dated as of February 26, 2018 (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on February 26, 2018 (File No. 001-32877)). 4.14 Form of Global Note representing the Companys 3.5% Notes due 2028 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.1 of the of the Companys Current Report on Form 8-K filed on February 26, 2018 (File No. 001-32877)). 4.15 Form of Global Note representing the Companys 3.95% Notes due 2048 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.1 of the of the Companys Current Report on Form 8-K filed on February 26, 2018 (File No. 001-32877)). 10.1* $4,500,000,000 Amended and Restated Credit Agreement, dated as of November 15, 2018, among Mastercard Incorporated, the several lenders and agents from time to time party thereto, Citibank, N.A., as managing administrative agent and JPMorgan Chase Bank, N.A. as administrative agent. 10.2+ Employment Agreement between Mastercard International Incorporated and Ajay Banga, dated as of July 1, 2010 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed July 8, 2010 (File No. 001-32877)). 10.3+ Employment 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 Companys Annual Report on Form 10-K filed February 14, 2013 (File No. 001-32877)). 10.3.1+ Amendment to Amended and Restated Employment Agreement between Martina Hund-Mejean and Mastercard International, dated as of December 21, 2017 (incorporated by reference to Exhibit 10.3.1 to the Companys Annual Report on Form 10-K filed February 14, 2018 (File No. 001-32877)). 10.4+ Description of Employment Arrangement with Gary Flood (incorporated by reference to Exhibit 10.11 to the Companys Annual Report on Form 10-K filed February 18, 2010 (File No. 001-32877)). 10.5+ Contract of Employment between Mastercard UK Management Services Limited and Ann Cairns, amended and restated as of April 5, 2018 (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed May 2, 2018 (File No. 001-32877)). 10.5.1+ Deed of Employment between Mastercard UK Management Services Limited and Ann Cairns, dated July 6, 2011 (incorporated by reference to Exhibit 10.8.2 to the Companys Annual Report on Form 10-K filed February 16, 2012 (File No. 001-32877)). 10.6+ Description of Employment Arrangement with Craig Vosburg (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed May 2, 2018 (File No. 001-32877)). 10.7+ Mastercard International Senior Executive Annual Incentive Compensation Plan, as amended and restated effective June 9, 2015 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed June 10, 2015 (File No. 001-32877)). 10.8+ Mastercard International Incorporated Restoration Program, as amended and restated January 1, 2007 unless otherwise provided (incorporated by reference to Exhibit 10.22 to the Companys Annual Report on Form 10-K filed February 19, 2009 (File No. 001-32877)). 10.9+ Mastercard Incorporated Deferral Plan, as amended and restated effective December 1, 2008 for account balances established after December 31, 2004 (incorporated by reference to Exhibit 10.25 to the Companys Annual Report on Form 10-K filed February 19, 2009 (File No. 001-32877)). 10.10+ Mastercard Incorporated 2006 Long Term Incentive Plan, amended and restated effective June 5, 2012 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed August 1, 2012 (File No. 001-32877)). 10.11+ Form of Restricted Stock Unit Agreement for awards under 2006 Long Term Incentive Plan (effective for awards granted on and subsequent to March 1, 2017) (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed May 2, 2017 (File No. 001-32877)). 10.12+ Form of Stock Option Agreement for awards under 2006 Long Term Incentive Plan (effective for awards granted on and subsequent to March 1, 2017) (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed May 2, 2017 (File No. 001-32877)). 10.13+ Form of Performance Unit Agreement for awards under 2006 Long Term Incentive Plan (effective for awards granted on and subsequent to March 1, 2017) (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q filed May 2, 2017 (File No. 001-32877)). 10.14+ Form of Mastercard Incorporated Long Term Incentive Plan Non-Competition and Non-Solicitation Agreement for named executive officers (incorporated by reference to Exhibit 10.17 to the Companys Annual Report on Form 10-K filed February 16, 2012 (File No. 001-32877)). 10.15+ Amended and Restated Mastercard International Incorporated Executive Severance Plan, amended and restated as of April 10, 2018 (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q filed May 2, 2018 (File No. 001-32877)). 10.16+ Amended and Restated Mastercard International Incorporated Change in Control Severance Plan, amended and restated as of June 25, 2018 (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed July 26, 2018 (File No. 001-32877)). 10.17 Schedule of Non-Employee Directors Annual Compensation effective as of June 26, 2018 (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed July 26, 2018 (File No. 001-32877)). 10.18 2006 Non-Employee Director Equity Compensation Plan, amended and restated effective as of June 26, 2018 (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q filed July 26, 2018 (File No. 001-32877)). 10.19 Form of Deferred Stock Unit Agreement for awards under 2006 Non-Employee Director Equity Compensation Plan, amended and restated effective June 5, 2012 (effective for awards granted on and subsequent to June 27, 2017) (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed July 27, 2017 (File No. 001-32877)). 10.20 Form of Restricted Stock Agreement for awards under 2006 Non-Employee Director Equity Compensation Plan, amended and restated effective June 5, 2012 (effective for awards granted on and subsequent to June 27, 2017) (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed July 27, 2017 (File No. 001-32877)). 10.21 Form of Indemnification Agreement between Mastercard Incorporated and certain of its directors (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed May 2, 2006 (File No. 000-50250)). 10.22 Form of Indemnification Agreement between Mastercard Incorporated and certain of its director nominees (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q filed May 2, 2006 (File No. 000-50250)). 10.23 Deed of Gift between Mastercard Incorporated and Mastercard Foundation (incorporated by reference to Exhibit 10.28 to Pre-Effective Amendment No. 5 to the Companys Registration Statement on Form S-1 filed May 3, 2006 (File No. 333-128337)). 10.25 Stipulation and Agreement of Settlement, dated July 20, 2006, between Mastercard Incorporated, the several defendants and the plaintiffs in the consolidated federal class action lawsuit titled In re Foreign Currency Conversion Fee Antitrust Litigation (MDL 1409), and the California state court action titled Schwartz v. Visa Intl Corp., et al. (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed November 1, 2006 (File No. 001-32877)). 10.26 Omnibus Agreement Regarding Interchange Litigation Judgment Sharing and Settlement Sharing, dated as of February 7, 2011, by and among Mastercard Incorporated, Mastercard International Incorporated, Visa Inc., Visa U.S.A. Inc., Visa International Service Association and Mastercards customer banks that are parties thereto (incorporated by reference to Exhibit 10.33 to Amendment No.1 to the Companys Annual Report on Form 10-K/A filed on November 23, 2011). 10.26.1 Amendment to Omnibus Agreement Regarding Interchange Litigation Judgment Sharing and Settlement Sharing, dated as of August 25, 2014, by and among Mastercard Incorporated, Mastercard International Incorporated, Visa Inc., Visa U.S.A Inc., Visa International Service Association and Mastercards customer banks that are parties thereto (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed October 30, 2014 (File No. 001-32877)). 10.26.2 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 Incorporated, Visa Inc., Visa U.S.A Inc., Visa International Service Association and Mastercards customer banks that are parties thereto (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed October 29, 2015 (File No. 001-32877)). 10.27** Mastercard Settlement and Judgment Sharing Agreement, dated as of February 7, 2011, by and among Mastercard Incorporated, Mastercard International Incorporated and Mastercards customer banks that are parties thereto (incorporated by reference to Exhibit 10.34 to Amendment No.1 to the Companys Annual Report on Form 10-K/A filed on November 23, 2011). 10.27.1 Amendment to Mastercard Settlement and Judgment Sharing Agreement, dated as of August 26, 2014, by and among Mastercard Incorporated, Mastercard International Incorporated and Mastercards customer banks that are parties thereto (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed October 30, 2014 (File No. 001-32877)). 10.27.2 Second Amendment to Mastercard Settlement and Judgment Sharing Agreement, dated as of October 22, 2015, by and among Mastercard Incorporated, Mastercard International Incorporated and Mastercards customer banks that are parties thereto (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q filed October 29, 2015 (File No. 001-32877)). 10.28 Superseding and Amended Class Settlement Agreement, dated September 17, 2018, by and among Mastercard Incorporated and Mastercard International Incorporated; Visa, Inc., Visa U.S.A. Inc. and Visa International Service Association; the Class Plaintiffs defined therein; and the Customer Banks defined therein (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed September 18, 2018 (File No. 001-32877)). 21* List of Subsidiaries of Mastercard Incorporated. 23.1* Consent of PricewaterhouseCoopers LLP. 31.1* Certification of Ajay Banga, President and Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Martina Hund-Mejean, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Ajay Banga, President and Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of Martina Hund-Mejean, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.1* Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012.