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Filed Pursuant to Rule 424B2
Registration No. 333-277032
The information in this Preliminary Prospectus Supplement and theaccompanying
Prospectus is not complete and may be changed. This Preliminary Prospectus
Supplement and the accompanying Prospectus are not an offer to sell the Notes
nor do they seek an offer to buy the Notes in any jurisdiction where the offer
orsale is not permitted.
SUBJECTTO COMPLETION, DATED SEPTEMBER 3, 2024
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus dated February 13, 2024)
$
Mastercard Incorporated
$% Notes due 20
$% Notes due 20
$% Notes due 20
We are offering $ aggregate principal amount of our % Notes due 20 (the
"20Notes"),$ aggregate principal amount of our % Notes due 20(the "20Notes"),
and $ aggregate principal amount of our % Notes due 20(the "20Notes"and,
together with the 20Notes and the 20Notes, the "Notes").
The 20Notes will bearinterest at the rate of % per annum, the 20Notes will
bear interest at the rate of % per annum, and the 20Notes will bear interest
at the rate of % per annum. We will payinterest on the Notes semi-annually in
arrears on and of each year, beginning on , 2025. The 20Notes will mature on
,20, the 20Notes will mature on , 20, and the 20Notes will mature on , 20.
We may redeem the Notes of each series in whole or in part at any time or from
time to time at the applicable redemption prices described underthe heading
"Description of Notes--Optional Redemption" in this Prospectus Supplement. The
Notes of each series will be issued in book-entry form only, in minimum
denominations of $2,000 and integral multiples of $1,000 in excessthereof.
Investing in the Notes involves risks. You should consider the risk factors
described under the heading "
Risk Factors
" beginning on page
S-5
of this Prospectus Supplement and the accompanying Prospectus or any documents
we incorporate by reference before buying the Notes.
Neither the Securities and Exchange Commission nor any other regulatory body
has approved or disapproved of these securities or passed upon theaccuracy or
adequacy of this Prospectus Supplement or the accompanying Prospectus. Any
representation to the contrary is a criminal offense.
Public Underwriting Proceeds, before
Offering Discounts expenses, to
Price Mastercard
(1) (1)
Per 20Note % % %
Total $ $ $
Per 20Note % % %
Total $ $ $
Per 20Note % % %
Total $ $ $
(1) Plus accrued interest, if any, from , 2024.
The Notes will not be listed on any securities exchange. The Notes of each
series are a new issue of securities with no established tradingmarkets.
The underwriters expect to deliver the Notes through the book-entry delivery
system of The Depository Trust Company and its directparticipants, including
Clearstream Banking,
societe anonyme
, Luxembourg ("Clearstream") and Euroclear Bank S.A./N.V. ("Euroclear"), as
operator of the Euroclear System, on or about, 2024, which will be the
business day from the date of pricing of the Notes (this settlement cycle
referred to as "T+"). Under Rule
15c6-1
of theSecurities Exchange Act of 1934, as amended (the "Exchange Act"), trades
in the secondary market generally are required to settle in one business day,
unless the parties to any such trade expressly agree otherwise. Accordingly,
purchaserswho wish to trade the Notes on the date of this Prospectus
Supplement or the next succeeding business day will be required, by virtue of
the fact that the Notes initially will settle in T+, to specify an alternate
settlement cycle at the timeof any such trade to prevent a failed settlement.
Purchasers of the Notes who wish to make such trades should consult their own
advisor. See "Underwriting."
JointBook-Running Managers
BofA Securities Barclays Credit Agricole CIB J.P. Morgan Mizuho Wells Fargo
The date of this Prospectus Supplement is , 2024.
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We have not, and the underwriters have not, authorized anyone to provide you
withdifferent or additional information or to make any representations other
than those contained or incorporated by reference in this Prospectus
Supplement, the accompanying Prospectus or in any free writing prospectuses we
have authorized for use withrespect to this offering. We and the underwriters
take no responsibility for, and can provide no assurance as to the reliability
of, any other information that others may give you or any representation that
others may make to you. The informationcontained or incorporated by reference
in this Prospectus Supplement, the accompanying Prospectus or in any such free
writing prospectus is current only as of the respective dates hereof or
thereof. Our business, financial condition, results ofoperations and prospects
may have changed since those dates.
We are not, and the underwriters are not, making an offer to sellthese
securities in any jurisdiction where the offer or sale is not permitted.
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TABLE OF CONTENTS
Prospectus Supplement
Page
ABOUT THIS PROSPECTUS SUPPLEMENT S-iii
WHERE YOU CAN FIND MORE INFORMATION S-iii
INCORPORATION BY REFERENCE S-iv
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS S-v
SUMMARY S-1
RISK FACTORS S-5
USE OF PROCEEDS S-8
CAPITALIZATION S-9
DESCRIPTION OF NOTES S-11
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR S-16
NON-U.S.
HOLDERS
UNDERWRITING S-19
LEGAL MATTERS S-25
EXPERTS S-25
Prospectus
Page
ABOUT THIS PROSPECTUS ii
WHERE YOU CAN FIND MORE INFORMATION ii
INCORPORATION BY REFERENCE iii
FORWARD-LOOKING STATEMENTS iv
OUR COMPANY 1
RISK FACTORS 2
USE OF PROCEEDS 3
DESCRIPTION OF DEBT SECURITIES 4
DESCRIPTION OF GUARANTEES 17
DESCRIPTION OF CAPITAL STOCK 18
DESCRIPTION OF DEPOSITARY SHARES 25
DESCRIPTION OF PURCHASE CONTRACTS 28
DESCRIPTION OF UNITS 29
DESCRIPTION OF WARRANTS 30
PLAN OF DISTRIBUTION 31
VALIDITY OF THE SECURITIES 33
EXPERTS 33
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this Prospectus Supplement,
which contains specific information about the terms of thisoffering, including
the specific amount, price and terms of the Notes. The second part is the
accompanying Prospectus dated February 13, 2024. The accompanying Prospectus
contains a general description of the securities we may offer, some ofwhich
may not apply to the Notes. You should carefully read both this Prospectus
Supplement and the accompanying Prospectus together with additional
information described under the heading "Where You Can Find More Information"
in theaccompanying Prospectus.
References in this Prospectus Supplement to the "Company," "Mastercard,"
"we,""us" and "our" refer to the business conducted by Mastercard Incorporated
and its consolidated subsidiaries, including our operating subsidiary,
Mastercard International Incorporated, and to the Mastercard brand, unless
otherwisestated or the context otherwise requires. However, in the
"Description of Notes" section of this Prospectus Supplement, references to
"we," "us" and "our" are to Mastercard Incorporated (parent company only)and
not to any of its subsidiaries.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. The SEC maintains an Internet web sitethat contains
reports, proxy and information statements, and other information regarding
issuers, including us, that file electronically with the SEC. The public can
obtain any documents that we file electronically with the SEC athttp://www.sec.g
ov. Our Class A common stock is traded on the New York Stock Exchange under
the symbol "MA."
We also makeavailable, free of charge, on or through our Internet web site
(http://www.mastercard.com) our Annual Reports on Form
10-K,
Quarterly Reports on Form
10-Q,
CurrentReports on Form
8-K,
Proxy Statements on Schedule 14A and, if applicable, amendments to those
reports filed or furnished pursuant to Section 13(a) of the Exchange Act, as
soon as reasonably practicableafter we electronically file such material with,
or furnish it to, the SEC. Please note, however, that we have not incorporated
any other information by reference from our Internet web site and such
information should not be considered part of thisProspectus Supplement or the
accompanying Prospectus, other than the documents listed below under the
heading "Incorporation by Reference."
In addition, we will provide to each person to whom a prospectus is delivered,
a copy of any or all of the information that has beenincorporated by reference
in the prospectus but not delivered with the prospectus, including exhibits
that are specifically incorporated by reference in to such documents, upon
written or oral request and at no cost to the requester. Requests shouldbe
made in writing or telephoning us through our Office of the Corporate
Secretary at Mastercard Incorporated, 2000 Purchase Street, Purchase, New York
10577, Attn: Adam Zitter; telephone: (914)
249-2000.
We have filed with the SEC a Registration Statement on Form
S-3
relating to the Notes covered bythis Prospectus Supplement. This Prospectus
Supplement is a part of the Registration Statement and does not contain all
the information in the Registration Statement. Whenever a reference is made in
this Prospectus Supplement to a contract or otherdocument of ours, the
reference is only a summary and you should refer to the exhibits that are a
part of the Registration Statement for a copy of the contract or other
document. You may review a copy of the Registration Statement and the
documentsincorporated by reference herein at the SEC's website at
https://www.sec.gov.
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INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference information into this Prospectus
Supplement. This means that we can disclose importantinformation to you by
referring you to another document. Any information referred to in this way is
considered part of this Prospectus Supplement from the date we file that
document. Any reports filed by us with the SEC after the date of thisProspectus
Supplement and before the date that the offering of the Notes by means of this
Prospectus Supplement is terminated will automatically update and, where
applicable, supersede any information contained in this Prospectus Supplement
orincorporated by reference in this Prospectus Supplement.
We incorporate by reference in this Prospectus Supplement the documents
setforth below that have been previously filed with the SEC; provided,
however, that we are not incorporating any documents or information deemed to
have been furnished rather than filed in accordance with SEC rules:
. our Annual Report on
Form
10-K
for the year ended December 31, 2023 filed on February 13, 2024;
. our Quarterly Reports on
Form
10-Q
for the quarterly period ended
March 31, 2024
, filed onMay 1, 2024 and for the quarterly period ended
June 30, 2024
, filed on July 31, 2024;
. our Definitive
Proxy Statement
on
Schedule 14A
filed on April 26, 2024 (excluding any portions that were not incorporated byreference into Part III of our Annual Report on
Form
10-K
for the year endedDecember 31, 2023);
. our Current Reports on
Form
8-K
filed on
March 26, 2024
(as amended by Form
8-K/A
filed on June 28, 2024),
May 9, 2024
,
June 21, 2024
and
June 28, 2024
; and
. any filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
on or after thedate of this Prospectus Supplement and before the termination of this offering.
To obtain copies of these filings, seethe "Where You Can Find More
Information" section of this Prospectus Supplement.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus Supplement, the accompanying Prospectus, and the documents
incorporated by reference herein, contain forward-lookingstatements pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. All statements other than statements of historical facts may be
forward-looking statements. When used in this Prospectus Supplement,
theaccompanying Prospectus and the documents incorporated by reference herein,
the words "believe", "expect", "could", "may", "would", "will", "trend" and
similar words are intendedto identify forward-looking statements. Examples of
forward-looking statements include, but are not limited to, statements that
relate to the Company's future prospects, developments and business strategies.
Many factors and uncertainties relating to our operations and business
environment, all of which are difficult to predict and many of whichare
outside of our control, influence whether any forward-looking statements can
or will be achieved. Any one of those factors could cause our actual results
to differ materially from those expressed or implied in writing in any
forward-lookingstatements made by Mastercard or on its behalf, including, but
not limited to, the following factors:
. regulation related to the payments industry (including regulatory, legislative
and litigation activity withrespect to interchange rates and surcharging);
. the impact of preferential or protective government actions;
. regulation of privacy, data, AI, information security and the digital economy;
. regulation that directly or indirectly applies to us based on our participation
in the global payments industry(including anti-money laundering, countering
the financing of terrorism, economic sanctions and anti-corruption,
account-based payments systems, and issuer and acquirer practices regulation);
. the impact of changes in tax laws, as well as regulations and interpretations of such laws or challenges to ourtax positions;
. potential or incurred liability and limitations on business related to any litigation or litigation settlements;
. the impact of competition in the global payments industry (including disintermediation and pricing pressure);
. the challenges relating to rapid technological developments and changes;
. the challenges relating to operating a real-time account-based payments system and to working with new customersand end users;
. the impact of information security incidents, account data breaches or service disruptions;
. issues related to our relationships with our stakeholders (including loss
of substantial business fromsignificant customers, competitor relationships
with our customers, consolidation amongst our customers, merchants' continued
focus on acceptance costs and unique risks from our work with governments);
. the impact of global economic, political, financial and societal events and
conditions, including adversecurrency fluctuations and foreign exchange controls;
. reputational impact, including impact related to brand perception and lack of visibility of our brands inproducts and services;
. the impact of environmental, social and governance matters and related stakeholder reaction;
. the inability to attract and retain a highly qualified and diverse workforce, or maintain our corporate culture;
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. issues related to acquisition integration, strategic investments and entry into new businesses;
. exposure to loss or illiquidity due to our role as guarantor as well as
other contractual obligations anddiscretionary actions we may take; and
. issues related to our Class A common stock and corporate governance structure.
A detailed discussion of these and other risks and uncertainties that could
cause actual results and events to differ materially from suchforward-looking
statements is included in Part I, Item 1A of our Annual Report on Form
10-K
for the year ended December 31, 2023, incorporated by reference herein, and as
may be included from time to timein our reports filed with the SEC. We caution
you that the important factors referenced above may not contain all of the
factors that are important to you. For the reasons described above, we caution
you against relying on any forward-lookingstatements.
Our forward-looking statements speak only as of the date of this Prospectus
Supplement or as of the date they are made. Weundertake no obligation to
update or revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise, except as required by
applicable law.
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SUMMARY
The following summary highlights information contained or incorporated by
reference in this Prospectus Supplement and the accompanyingProspectus. It may
not contain all of the information that you should consider before investing
in the Notes. You should carefully read this entire Prospectus Supplement, as
well as the accompanying Prospectus and the documents incorporated byreference
in this Prospectus Supplement and the accompanying Prospectus.
Mastercard
Mastercard is a technology company in the global payments industry. We connect
consumers, financial institutions, merchants, governments,digital partners,
businesses and other organizations worldwide by enabling electronic payments
and making those payment transactions safe, simple, smart and accessible. We
make payments easier and more efficient by providing a wide range of
paymentsolutions and services using our family of well-known and trusted
brands, including Mastercard
(R)
, Maestro
(R)
and Cirrus
(R)
. We operate a multi-rail payments network that provides choice and
flexibility for consumers, merchants and our customers. Through our unique and
proprietary core global payments network, weswitch (authorize, clear and
settle) payment transactions. We have additional payments capabilities that
include automated clearing house transactions (both batch and real-time
account-based payments). Using these capabilities, we offer paymentproducts
and services and capture new payment flows. Our value-added services include,
among others, cyber and intelligence solutions designed to allow all parties
to transact securely, easily and with confidence, as well as other services
thatprovide proprietary insights, drawing on our principled and responsible
use of secure consumer and merchant data. Our investments in new networks,
such as open banking solutions and digital identity capabilities, support and
strengthen our paymentsand services solutions. Each of our capabilities
support and build upon each other and are fundamentally interdependent. For
our core global payments network, our franchise model sets the standards and
ground-rules that balance value and risk acrossall stakeholders and allows for
interoperability among them. We employ a multi-layered approach to help
protect the global payments ecosystem in which we operate.
Mastercard Incorporated is a corporation incorporated under the laws of the
State of Delaware. Our principal executive offices are located at2000 Purchase
Street, Purchase, New York 10577, and our main telephone number is (914)
249-2000.
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The Offering
The following is a brief summary of the terms and conditions of this offering.
It does not contain all of the information that you need toconsider in making
your investment decision. To understand all of the terms and conditions of the
offering of the Notes, you should carefully read this entire Prospectus
Supplement, as well as the accompanying Prospectus and the documentsincorporated
by reference in this Prospectus Supplement and the accompanying Prospectus.
Issuer Mastercard Incorporated.
Notes Offered $ aggregate principal amount of % Notes due 20 (the "20Notes").
$ aggregate principal amount of % Notes due 20 (the "20Notes").
$aggregate principal amount of % Notes due 20 (the "20Notes" and, together with the 20Notes and 20Notes, the "Notes").
Original Issue Date , 2024
Maturity Dates The 20Notes will mature on , 20.
The 20Notes will mature on , 20.
The 20Notes will mature on , 20.
Interest Rates The 20Notes will bear interest at % per annum.
The 20Notes will bear interest at % per annum.
The 20Notes will bear interest at % per annum.
Interest Payment Dates Interest on the Notes will be paid semi-annually in arrears on and of each year, beginning on , 2025, and
ending on the respective maturity dates for each of the 20 Notes, the20 Notes and the 20Notes, respectively.
Optional Redemption Prior to, 20 ( months prior to the maturity date of the 20
Notes) in the case of the20 Notes, prior to , 20 ( months
prior to the maturity date of the 20 Notes) in the case of the
20 Notes, and prior to , 20 ( months prior to the maturity
date of the 20 Notes) in the case of the 20 Notes (each such
date a "Par Call Date"), we may redeem the Notes of the
applicable series at our option, in wholeor in part, at any time
and from time to time, at a redemption price (expressed as a
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percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of
principal and interest on the Notes of the applicable series tobe redeemed
discounted to the applicable redemption date (assuming the 20 Notes, the 20
Notes and the 20 Notes matured on their applicable Par Call Date) on a
semi-annual basis (assuming a
360-day
year consisting of
twelve 30-day
months) at the Treasury Rate plus basis points in the case of the 20 Notes,
basispoints in the case of the 20 Notes, and basis points in the case of the
20 Notes less (b) interest accrued to the applicable redemption date, and
(2) 100% of the principal amount of the Notes of the applicable series to be
redeemed,
plus, in either case, accrued and unpaid interest on the Notes of the applicable series to the applicable redemption date.
On or after the applicable Par Call Date for the 20 Notes, the 20 Notes and the 20 Notes, we may redeem the
Notes of the applicable series, in whole or in part, at any time and from time to time,at a redemption price equal
to 100% of the principal amount of the Notes of the applicable series being redeemed plus accrued and unpaid
interest thereon to the applicable redemption date, as described under "Description of Notes--OptionalRedemption."
Ranking The Notes will be our senior unsecured obligations and will rank equally with our
other senior unsecured and unsubordinated debt from time to time outstanding.
Further Issuances We may from time to time issue further Notes of each series ranking equally and ratably with
the Notes of the applicable series in all respects, including the same terms as to status,
redemption or otherwise, so that such additional Notes willbe consolidated and form a single
series with the Notes of the applicable series offered by this Prospectus Supplement.
Use of Proceeds We intend to use the net proceeds from sales of the Notes for general corporate purposes. See "Use of Proceeds."
Form and Denominations The Notes of each series will be issued in the form of one or more fully registered global securities,
without coupons, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Form of Notes We will issue the Notes of each series in the form of one or more fully registered global notes
registered in the name of the nominee of The Depository Trust Company ("DTC"). Investors may
elect to hold the interests in the globalnotes through any of DTC, Clearstream or Euroclear, as
described under the heading "Description of Notes--Global Clearance and Settlement Procedures."
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Governing Law State of New York.
Trading The Notes of each series are a new issue of securities with no
established trading markets. We do not intend to apply for listing
of the Notes on any securities exchange. The underwriters have
advised us that they intend to make a market in theNotes of
each series, but they are not obligated to do so and may, in their
sole discretion, discontinue market-making at any time without
notice. See "Underwriting" in this Prospectus Supplement for more
information about possiblemarket-making by the underwriters.
Trustee Deutsche Bank Trust Company Americas.
Risk Factors You should consider carefully all the information set forth and incorporated
by reference in this Prospectus Supplement and the accompanying
Prospectus and, in particular, you should evaluate the specific
factors set forth under the heading"Risk Factors" beginning on page
S-5
of this Prospectus Supplement, as well
as the other information contained or
incorporated herein by reference, before
investing in any of the Notes offeredhereby.
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RISK FACTORS
Before investing in the Notes, you should consider carefully the information
under "Risk Factors" included in Part I, Item 1A ofour Annual Report on Form
10-K
for the year ended December 31, 2023, which is incorporated by reference in
this Prospectus Supplement, and the following factors, as well as the other
information includedand/or incorporated by reference in this Prospectus
Supplement and the accompanying Prospectus. Each of the risks described in our
Annual Report on Form
10-K
and below could result in a decrease in the valueof the Notes and your
investment therein. Although we discuss certain factors below, please be aware
that other risks may prove to be important in the future. New risks may emerge
at any time, and we cannot predict those risks or estimate the extentto which
they may affect the value of the Notes and your investment therein.
Risk Factors Relating to the Notes
The Notes are structurally subordinated to the liabilities of our subsidiaries.
The Notes are our obligations exclusively and not of any of our subsidiaries.
A significant portion of our operations is conducted through oursubsidiaries.
Our subsidiaries are separate legal entities that have no obligation to pay
any amounts due under the Notes or to make any funds available therefor,
whether by dividends, loans or other payments. Except to the extent we are a
creditorwith recognized claims against our subsidiaries, all claims of
creditors (including trade creditors) and holders of preferred stock, if any,
of our subsidiaries will have priority with respect to the assets of such
subsidiaries over our claims (andtherefore the claims of our creditors,
including holders of the Notes). Consequently, the Notes will be effectively
subordinated to all existing and future liabilities of any of our subsidiaries
and any subsidiaries that we may in the future acquireor establish. As of June
30, 2024, our subsidiaries had $337 million of unsecured short-term debt
outside the United States.
The Notes aresubject to prior claims of any secured creditors, and if a
default occurs, we may not have sufficient funds to fulfill our obligations
under the Notes.
The Notes are our senior unsecured general obligations, ranking equally with
other senior unsecured indebtedness. As of June 30, 2024, wehad $15.8 billion
aggregate principal amount of senior unsecured notes outstanding and no senior
secured or unsecured debt outstanding under our revolving credit facility or
commercial paper program. The indenture governing the Notes permits usto incur
additional debt, including secured debt, from time to time. If we incur any
secured debt, our assets will be subject to prior claims by our secured
creditors. In the event of our bankruptcy, liquidation, reorganization or
other winding up,assets that secure debt will be available to pay obligations
on the Notes only after all debt secured by those assets has been repaid in
full. Holders of the Notes will participate in our remaining assets ratably
with all of our unsecured andunsubordinated creditors, including our trade
creditors. If we incur any additional obligations that rank equally with the
Notes, including trade payables, the holders of those obligations will be
entitled to share ratably with the holders of theNotes in any proceeds
distributed upon our insolvency, liquidation, reorganization, dissolution or
other winding up. This may have the effect of reducing the amount of proceeds
paid to you. If there are not sufficient assets remaining to pay allthese
creditors, all or a portion of the Notes then outstanding would remain unpaid.
The indenture governing the Notes does not contain financialcovenants and only
provides limited protection against significant corporate events and other
actions we may take that could adversely impact your investment in the Notes.
The indenture governing the Notes contains limited protective covenants and
may not be sufficient to protect your investment in the Notes.
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The indenture for the Notes does not:
. require us to maintain any financial ratios or specific levels of net
worth, revenues, income, cash flow orliquidity and, accordingly, does not
protect holders of the Notes in the event we experience significant adverse
changes in our financial position, results of operations or cash flows;
. limit our ability to incur indebtedness that is secured, senior to or equal
in right of payment to the Notes, orto engage in sale/leaseback transactions;
. restrict our subsidiaries' ability to issue securities or otherwise incur indebtedness that would be
seniorto our equity interests in our subsidiaries and therefore rank effectively senior to the Notes;
. restrict our ability to repurchase or prepay any other of our securities or other indebtedness;
. restrict our ability to make investments or to repurchase or pay dividends or make other
payments in respect ofour common stock or other securities ranking junior to the Notes;
. restrict our ability to enter into highly leveraged transactions; or
. require us to repurchase the Notes in the event of a change in control.
As a result of the foregoing, when evaluating the terms of the Notes, you
should be aware that the terms of the indenture and the Notes do notrestrict
our ability to engage in, or to otherwise be a party to, a variety of
corporate transactions, circumstances and events that could have an adverse
impact on your investment in the Notes.
Active trading markets for the Notes may not develop.
The Notes of each series are a new issue of securities with no established
trading markets. We do not intend to apply for listing of the Noteson any
securities exchange. We cannot assure you that trading markets for the Notes
will develop or be maintained or of the ability of holders of such Notes to
sell their Notes or of the prices at which holders may be able to sell their
Notes. Theunderwriters have advised us that they intend to make a market in
the Notes. However, the underwriters are not obligated to do so, and any
market-making with respect to the Notes may be discontinued, in their sole
discretion, at any time withoutnotice. If no active trading markets develop,
you may be unable to resell the Notes at any price or at their fair market
value.
If trading markets dodevelop, changes in our ratings or the financial markets
could adversely affect the market prices of the Notes.
The market prices ofthe Notes will depend on many factors, including, among
others, the following:
. ratings on our debt securities assigned by rating agencies;
. the time remaining until maturity of the Notes;
. the prevailing interest rates being paid by other companies similar to us;
. our results of operations, cash flows, and financial position and prospects; and
. the condition of the financial markets.
The condition of the financial markets and prevailing interest rates have
fluctuated in the past and are likely to fluctuate in the future,which could
have an adverse effect on the market prices of the Notes.
Rating agencies continually review the ratings they have assignedto companies
and debt securities.
Negative changes in the ratings assigned to us or our debt securities could
have an adverse effect onthe market prices of the Notes.
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Our credit ratings may not reflect all risks of your investments in the Notes.
Our credit ratings are an assessment by rating agencies of our ability to pay
our debts when due. Consequently, real or anticipated changes inour credit
ratings will generally affect the market value of the Notes.
These credit ratings may not reflect the potential impact ofrisks relating to
the structure or marketing of the Notes. Agency ratings are not a
recommendation to buy, sell or hold any security, and may be revised or
withdrawn at any time by the issuing organization. Each agency's rating should
beevaluated independently of any other agency's rating.
Redemption may adversely affect your return on the Notes.
We have the right to redeem some or all of the Notes prior to maturity. We may
redeem the Notes at times when prevailing interest rates may berelatively low.
Accordingly, you may not be able to reinvest the amount received upon a
redemption in a comparable security at an effective interest rate as high as
that of the Notes.
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USE OF PROCEEDS
The net proceeds to us from this offering are estimated to be approximately $
million, after deducting theunderwriting discounts and estimated offering
expenses payable by us.
We intend to use the net proceeds from sale of the Notes forgeneral corporate
purposes. We may temporarily invest funds that are not immediately needed for
these purposes in marketable securities, including short-term investments.
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CAPITALIZATION
The following table sets forth our cash and cash equivalents, investments and
capitalization as of June 30, 2024, as adjusted toreflect the issuance of the
Notes and the receipt of the estimated net proceeds of this offering as
described under "Use of Proceeds." For a further discussion of our
capitalization, see our Quarterly Report on Form
10-Q
for the quarterly period ended June 30, 2024, incorporated by reference herein.
As of June 30, 2024
Actual As Adjusted
(in millions, except per
share data)
Cash and cash equivalents
and investments:
Cash and cash $ 6,996 $
equivalents
Investments 362 362
Total cash and cash $ 7,358 $
equivalents and investments
Debt:
2.000% Notes 750 750
due 2025
2.950% Notes 750 750
due 2026
3.300% Notes 1,000 1,000
due 2027
2.100% Notes 856 856
due 2027
(1)
3.500% Notes 500 500
due 2028
4.875% Notes 750 750
due 2028
2.950% Notes 1,000 1,000
due 2029
1.000% Notes 803 803
due 2029
(2)
2.500% Notes 160 160
due 2030
(1)
3.350% Notes 1,500 1,500
due 2030
1.900% Notes 600 600
due 2031
2.000% Notes 750 750
due 2031
4.850% Notes 750 750
due 2033
4.875% Notes 1,000 1,000
due 2034
3.800% Notes 600 600
due 2046
3.950% Notes 500 500
due 2048
3.650% Notes 1,000 1,000
due 2049
3.850% Notes 1,500 1,500
due 2050
2.950% Notes 700 700
due 2051
% Notes due 20 --
offered hereby
% Notes due 20 --
offered hereby
% Notes due 20 --
offered hereby
9.430% INR Term 337 337
Loan due July2024
(3)
Total debt $ 15,806 $
(4)
Stockholders'
equity:
Class A common stock, $0.0001 par value; authorized 3,000 -- --
shares, 1,403 shares issued and 919shares outstanding
Class B common stock, $0.0001 par value; authorized -- --
1,200 shares, 7 shares issued andoutstanding
Additional 6,089 6,089
paid-in-capital
Class A treasury stock, (65,067 ) (65,067 )
at cost, 485 shares
Retained 67,604 67,604
earnings
Accumulated other (1,205 ) (1,205 )
comprehensive income (loss)
Total stockholders' 7,421 7,421
equity
Non-controlling 39 39
interests
Total equity 7,460 7,460
Total $ 23,266 $
capitalization
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(1) Relates to euro-denominated debt issuance of 1.650 billion in December 2015.
(2) Relates to euro-denominated debt issuance of 750 million in February 2022.
(3) INR28.1 billion Indian rupee-denominated loan issued in July 2023.
(4) As of June 30, 2024, we have a commercial paper program (the
"Commercial Paper Program"), underwhich we are authorized to issue
up to $8.0 billion in outstanding notes, with maturities up to
397 days from the date of issuance. In conjunction with the
Commercial Paper Program, we have a committed unsecured $8.0 billion
revolvingcredit facility (the "Credit Facility"), which expires
in November 2028. We had no borrowings outstanding under the
Commercial Paper Program or the Credit Facility at June 30, 2024.
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DESCRIPTION OF NOTES
The following description is a summary of the terms of the Notes being
offered. The descriptions in this Prospectus Supplement and theaccompanying
Prospectus contain descriptions of certain terms of the Notes and the
indenture but do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, all of the provisions of the
indenture that hasbeen filed as an exhibit to the Registration Statement of
which this Prospectus Supplement and the accompanying Prospectus are a part,
including the definitions of specified terms used in the indenture, and to the
Trust Indenture Act of 1939, asamended. Wherever particular articles, sections
or defined terms of the indenture are referred to, it is intended that those
articles, sections or defined terms will be incorporated herein by reference,
and the statement in connection with whichreference is made is qualified in
its entirety by the article, section or defined term in the indenture. This
summary supplements the description of debt securities in the accompanying
Prospectus and, to the extent it is inconsistent, replaces thedescription in
the accompanying Prospectus. We urge you to read the indenture because it, and
not this description, defines your rights as a holder of the Notes. For
purposes of this description, references to the "Company,""we," "our" and "us"
refer only to Mastercard Incorporated and not to its subsidiaries.
General
The Notes will constitute three series of securities under the indenture
referred to below. The Notes of each series will be issued only infully
registered form in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof. The Notes will mature on the dates set forth below.
The accompanying Prospectus describes additional provisions of the Notes and
of theindenture, dated as of March 31, 2014 (the "indenture"), between us and
Deutsche Bank Trust Company Americas, as trustee (the "trustee") (incorporated
by reference to Exhibit 4.1 of the Company's Current Report on Form
8-K
(File
No. 001-32877),
filed on March 31, 2014) under which we will issue the Notes. There is no
limit on the aggregate principal amount of the Notes that we mayissue under
the indenture. We reserve the right, from time to time and without the consent
of any holders of the Notes, to
re-open
each series of the Notes on terms identical in all respects to the
outstandingNotes of such series (except for the date of issuance, the dates
interest begins to accrue and, in certain circumstances, the first interest
payment dates), so that such additional Notes will be consolidated with, form
a single series with andincrease the aggregate principal amount of the Notes
of such series; provided that if the additional Notes are not fungible with
the applicable series of Notes offered hereby for U.S. federal income tax
purposes, the additional Notes will have aseparate CUSIP or ISIN number.
The 20Notes will bear interest at % per annum, and will mature on, 20 . The
20Notes will bear interest at % per annum, and will mature on , 20 . The
20Notes will bear interest at % per annum, and willmature on , 20 . We will
pay interest on the Notes semi-annually in arrears on and of each year,
beginning on , 2025, to therecord holders at the close of business on the
preceding or (whether or not such record date is a business day). Interest
will be computed on the basis of a
360-day
year consisting of twelve
30-day
months.
Ranking
The Notes will be our senior unsecured indebtedness and will rank equally with
each other and with all of our other senior unsecured andunsubordinated
indebtedness from time to time outstanding. However, the Notes will be
structurally subordinated to any indebtedness of our subsidiaries and will be
effectively subordinated to any secured indebtedness to the extent of the
value ofthe assets securing such indebtedness. Claims of the creditors of our
subsidiaries will generally have priority with respect to the assets and
earnings of such subsidiaries over the claims of our creditors, including
holders of the Notes.Accordingly, the Notes will be effectively subordinated
to creditors, including trade creditors and preferred stockholders, if any, of
our subsidiaries. The indenture does not restrict the ability of our
subsidiaries to incur indebtedness.
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Optional Redemption
Prior to, 20 (months prior to the maturity date of the 20 Notes) in the case
of the20 Notes, prior to , 20 (months prior to the maturity date of the 20
Notes) in the case of the 20 Notes, and prior to , 20 (months priorto the
maturity date of the 20 Notes) in the case of the 20 Notes (each such date a
"Par Call Date"), the Company may redeem the Notes of the applicable series at
its option, in whole or in part, at any time andfrom time to time, at a
redemption price (expressed as a percentage of principal amount and rounded to
three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal
and interest on the Notes ofthe applicable series to be redeemed discounted to
the applicable redemption date (assuming the 20Notes, the 20Notes and the 20Notes
matured on their applicable Par Call Date) on a semi-annual basis(assuming a
360-day
year consisting of twelve
30-day
months) at the Treasury Rate (as defined below), plusbasis
points in the case of the20Notes, basis points in the case of
the 20Notes and basis points in the case of the 20Notes less
(b) interest accrued to the applicable redemption date; and
(2) 100% of the principal amount of the Notes of the applicable series to be redeemed;
plus, in either case, accrued and unpaid interest on the Notes of the
applicable series to the applicable redemption date.
On or after the applicable Par Call Date for the 20Notes, the 20Notes and the
20Notes, the Companymay redeem the Notes of the applicable series, in whole or
in part, at any time and from time to time, at a redemption price equal to
100% of the principal amount of the Notes of the applicable series being
redeemed plus accrued and unpaid interestthereon to the applicable redemption
date.
"Treasury Rate" means, with respect to any redemption date, the yield
determined bythe Company in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m., NewYork
City time (or after such time as yields on U.S. government securities are
posted daily by the Board of Governors of the Federal Reserve System), on the
third business day preceding the redemption date based upon the yield or
yields for the mostrecent day that appear after such time on such day in the
most recent statistical release published by the Board of Governors of the
Federal Reserve System designated as "Selected Interest Rates (Daily)--H.15"
(or any successordesignation or publication) ("H.15") under the caption "U.S.
government securities--Treasury constant maturities--Nominal" (or any
successor caption or heading) ("H.15 TCM"). In determining the Treasury
Rate,the Company shall select, as applicable: (1) the yield for the Treasury
constant maturity on H.15 exactly equal to the period from the redemption date
to the applicable Par Call Date (the "Remaining Life"); or (2) if there is
nosuch Treasury constant maturity on H.15 exactly equal to the Remaining Life,
the two yields--one yield corresponding to the Treasury constant maturity on
H.15 immediately shorter than and one yield corresponding to the Treasury
constant maturityon H.15 immediately longer than the Remaining Life--and shall
interpolate to the applicable Par Call Date on a straight-line basis (using
the actual number of days) using such yields and rounding the result to three
decimal places; or(3) if there is no such Treasury constant maturity on H.15
shorter than or longer than the Remaining Life, the yield for the single
Treasury constant maturity on H.15 closest to the Remaining Life. For purposes
of this paragraph, the applicableTreasury constant maturity or maturities on
H.15 shall be deemed to have a maturity date equal to the relevant number of
months or years, as applicable, of such Treasury constant maturity from the
redemption date.
If on the third business day preceding the redemption date H.15 TCM is no
longer published, the Company shall calculate the Treasury Ratebased on the
rate per annum equal to the semi-annual equivalent yield to maturity at 11:00
a.m., New York City time, on the second business day preceding such redemption
date of the United States Treasury security maturing on, or with a
maturitythat is closest to, the applicable Par Call Date, as
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applicable. If there is no United States Treasury security maturing on such
Par Call Date but there are two or more United States Treasury securities with
a maturity date equally distant fromsuch Par Call Date, one with a maturity
date preceding such Par Call Date and one with a maturity date following such
Par Call Date, the Company shall select the United States Treasury security
with a maturity date preceding such Par Call Date. Ifthere are two or more
United States Treasury securities maturing on such Par Call Date or two or
more United States Treasury securities meeting the criteria of the preceding
sentence, the Company shall select from among these two or more UnitedStates
Treasury securities the United States Treasury security that is trading
closest to par based upon the average of the bid and asked prices for such
United States Treasury securities at 11:00 a.m., New York City time. In
determining theTreasury Rate in accordance with the terms of this paragraph,
the semi-annual yield to maturity of the applicable United States Treasury
security shall be based upon the average of the bid and asked prices
(expressed as a percentage of principalamount) at 11:00 a.m., New York City
time, of such United States Treasury security, and rounded to three decimal
places.
TheCompany's actions and determinations in determining the redemption price
shall be conclusive and binding for all purposes, absent manifest error.
Notice of any redemption will be mailed or electronically delivered (or
otherwise transmitted in accordance with the depositary'sprocedures) at least
10 days but not more than 60 days before the redemption date to each holder of
record of the Notes of the applicable series to be redeemed at its registered
address, except that the notice may be given more than 60 days prior tothe
date fixed for redemption if the notice is issued in connection with a
defeasance, covenant defeasance or satisfaction and discharge.
In the case of a partial redemption, selection of the Notes for redemption
will be made pro rata, by lot or by such other method as theTrustee in its
sole discretion deems appropriate and fair. No Notes of a principal amount of
$2,000 or less will be redeemed in part. If any Note is to be redeemed in part
only, the notice of redemption that relates to the Note will state theportion
of the principal amount of the Note to be redeemed. A new Note in a principal
amount equal to the unredeemed portion of the Note will be issued in the name
of the holder of the Note upon surrender for cancellation of the original
Note. Forso long as the Notes are held by DTC (or another depositary), the
redemption of the Notes shall be done in accordance with the policies and
procedures of the depositary.
Unless the Company defaults in payment of the redemption price, on and after
the redemption date interest will cease to accrue on the Notes orportions
thereof called for redemption.
Notice of any redemption in connection with a transaction or an event may, at
our discretion, begiven prior to the completion or occurrence thereof. Any
redemption or notice may, at our discretion, be subject to one or more
conditions precedent, including, but not limited to, completion or occurrence
of a related transaction or event. At ourdiscretion, the redemption date may
be delayed until such time as any or all such conditions shall have been
satisfied, or such redemption may not occur and such notice may be rescinded
in the event that any or all such conditions shall not havebeen satisfied by
the redemption date, or by the redemption date as so delayed.
Open Market Purchases
The Company may acquire the Notes by means other than a redemption, whether by
tender offer, open market purchases, negotiated transactions orotherwise, in
accordance with applicable securities laws, so long as such acquisition does
not otherwise violate the terms of the indenture.
NoSinking Fund
The Notes will not be entitled to the benefit of any sinking fund.
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Discharge, Defeasance and Covenant Defeasance
We may discharge certain obligations to holders of any series of the Notes
that have not already been delivered to the trustee for cancellationand that
either have become due and payable or will become due and payable within one
year (or scheduled for redemption within one year) by depositing with the
trustee, in trust, funds in U.S. dollars, or U.S. government obligations, or
both, in anamount sufficient to pay the entire indebtedness including the
principal and premium, if any, and interest to the date of deposit (if such
series of Notes have become due and payable) or to the maturity thereof or the
redemption date of such seriesof Notes, as the case may be. We may direct the
trustee in writing to invest those funds in U.S. Treasury securities with a
maturity of one year or less or in a money market fund that invests solely in
short-term U.S. Treasury securities.
The indenture provides that we may elect either (1) to defease and be
discharged from any and all obligations with respect to any seriesof the Notes
(except for, among other things, obligations to register the transfer or
exchange of such series of Notes, to replace temporary or mutilated,
destroyed, lost or stolen Notes of such series, to maintain an office or
agency with respectto such series of Notes and to hold moneys for payment in
trust) ("legal defeasance") or (2) to be released from our obligations to
comply with the restrictive covenants under the indenture, and any omission to
comply with thoseobligations will not constitute a default or an event of
default with respect to such series of Notes and clauses (4) and (7) under the
caption "Description of Debt Securities--Events of Default" in the
accompanyingProspectus will no longer be applied ("covenant defeasance").
Legal defeasance or covenant defeasance, as the case may be, will be
conditioned upon, among other things, the irrevocable deposit by us with the
trustee, in trust, of an amountin U.S. dollars, or U.S. government
obligations, or both, applicable to such series of Notes which through the
scheduled payment of principal and interest in accordance with their terms
will provide money in an amount sufficient to pay the principalof and premium,
if any, and interest on the Notes of such series on the scheduled due dates
therefor.
If we effect legal defeasance orcovenant defeasance with respect to any series
of the Notes, the amount in U.S. dollars, or U.S. government obligations, or
both, on deposit with the trustee will be sufficient, in the opinion of a
nationally recognized firm of independentaccountants, to pay amounts due on
the Notes of such series at the time of the stated maturity but may not be
sufficient to pay amounts due on the Notes of such series at the time of the
acceleration resulting from that event of default. However, wewould remain
liable to make payment of amounts due at the time of acceleration.
We will be required to deliver to the trustee an opinionof counsel that the
deposit and related defeasance will not cause the holders and beneficial
owners of the series of Notes being defeased to recognize income, gain or loss
for U.S. federal income tax purposes. If we elect legal defeasance,
thatopinion of counsel must be based upon a ruling from the U.S. Internal
Revenue Service or a change in law to that effect.
We may exerciseour legal defeasance option notwithstanding our prior exercise
of our covenant defeasance option.
Global Clearance and Settlement Procedures
Initial settlement for the Notes will be made in immediately available funds.
Secondary market trading between DTC participants will occur inthe ordinary
way in accordance with DTC rules and will be settled in immediately available
funds using DTC's Same Day Funds Settlement System. Secondary market trading
between Clearstream participants and/or Euroclear participants will occur
inthe ordinary way in accordance with the applicable rules and operating
procedures of Clearstream and Euroclear and will be settled using the
procedures applicable to conventional eurobonds in immediately available funds.
Cross market transfers between persons holding directly or indirectly through
DTC, on the one hand, and directly or indirectly throughClearstream
participants or Euroclear participants, on the other, will be effected through
DTC in accordance with DTC rules on behalf of the relevant European
international clearing system by its U.S. depositary; however, such cross
markettransactions will require delivery of instructions to the relevant
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European international clearing system by the counterparty in such system in
accordance with its rules and procedures and within its established deadlines
(European time). The relevant Europeaninternational clearing system will, if
the transaction meets its settlement requirements, deliver instructions to its
U.S. depositary to take action to effect final settlement on its behalf by
delivering or receiving Notes through DTC, and making orreceiving payment in
accordance with normal procedures for same day funds settlement applicable to
DTC. Clearstream participants and Euroclear participants may not deliver
instructions directly to their respective U.S. depositaries.
Because of time zone differences, credits of Notes received through
Clearstream or Euroclear as a result of a transaction with a DTCparticipant
will be made during subsequent securities settlement processing and dated the
business day following the DTC settlement date. Such credits orany
transactions in such Notes settled during such processing will be reported to
the relevant Euroclear participants or Clearstream participants on such
business day. Cash received in Clearstream or Euroclear as a result of sales
of Notes by orthrough a Clearstream participant or a Euroclear participant to
a DTC participant will be received with value on the DTC settlement date but
will be available in the relevant Clearstream or Euroclear cash account only
as of the business dayfollowing settlement in DTC.
Although DTC, Clearstream and Euroclear have agreed to the foregoing
procedures in order to facilitatetransfers of Notes among participants of DTC,
Clearstream and Euroclear, they are under no obligation to perform or continue
to perform such procedures and such procedures may be modified or discontinued
at any time. Neither we nor the paying agentwill have any responsibility for
the performance by DTC, Euroclear or Clearstream or their respective direct or
indirect participants of their obligations under the rules and procedures
governing their operations.
Regarding the Trustee
Deutsche BankTrust Company Americas is the trustee under the indenture. As of
the date of this Prospectus Supplement, the corporate trust office of the
trustee is located at 1 Columbus Circle, 17th Floor, Mail Stop: NYC01-1710,
New York, New York 10019.
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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR
NON-U.S.
HOLDERS
The following are the material U.S. federal income tax consequences to
non-U.S.
Holders (as defined below) of owning and disposing of Notes purchased in this
offering at the "issue price," which is the first price at which a substantial
amount of the Notes is sold to thepublic, and held as capital assets for U.S.
federal income tax purposes.
This discussion does not describe all of the tax consequencesthat may be
relevant to you in light of your particular circumstances, including "Medicare
contribution tax" consequences and differing tax consequences applicable to
you if you are, for instance:
. a financial institution;
. a dealer or trader in securities;
. holding Notes as part of a "straddle" or integrated transaction;
. a U.S. expatriate;
. a partnership for U.S. federal income tax purposes; or
. a
tax-exempt
entity.
If you are a partnership for U.S. federal income tax purposes, the U.S.
federal income tax treatment of your partners will generally depend onthe
status of the partners and your activities. If you are such a partnership and
are considering the purchase of Notes, or if you are a partner in such a
partnership, you are urged to consult your tax adviser about the U.S. federal
income taxconsequences of purchasing, owning and disposing of the Notes.
This summary is based on the Internal Revenue Code of 1986, as amended(the
"Code"), administrative pronouncements, judicial decisions and final,
temporary and proposed Treasury Regulations, changes to any of which
subsequent to the date of this Prospectus Supplement may affect the tax
consequences describedherein. In addition, this summary does not address any
territorial, state, local or
non-U.S.
taxation, or any taxes other than income taxes. You should consult your tax
adviser with regard to the applicationof the U.S. federal tax laws to your
particular situation, as well as any tax consequences arising under the laws
of any territory, state, local or
non-U.S.
taxing jurisdiction.
As used herein, the term
"non-U.S.
Holder" means a beneficial owner of a Note that is, forU.S. federal income tax
purposes:
. a
non-resident
alien individual;
. a foreign corporation; or
. a foreign estate or trust.
You are not a
non-U.S.
Holder if you are a
non-resident
alienindividual present in the United States for 183 days or more in the
taxable year of disposition in which case you should consult your tax adviser
regarding the U.S. federal income tax consequences of owning or disposing of a
Note.
Payments on the Notes
Subject to thediscussions below under "--Effectively Connected Income,"
"--Backup Withholding and Information Reporting," and "--FATCA," payments of
principal and interest on the Notes by us or any paying agent to youwill not
be subject to U.S. federal income or withholding tax, provided that, in the
case of interest,
. you do not own, actually or constructively, 10 percent or more of the
total combined voting power of allclasses of our stock entitled to vote;
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. you are not a controlled foreign corporation related, directly or indirectly, to us through stock ownership;
. you certify on a properly executed Internal Revenue Service ("IRS") Form
W-8BEN
or
Form W-8BEN-E,
as applicable, under penalties of perjury, that you are not a United States person; and
. such interest is not effectively connected with your conduct of a trade or business in the United States asdescribed below.
If you cannot satisfy one of the first three requirements described above and
interest on the Notes isnot effectively connected with your conduct of a trade
or business in the United States as described below, payments of interest on
the Notes generally will be subject to withholding tax at a rate of 30%,
subject to an applicable income tax treatyproviding for a reduced rate.
Sale or Other Taxable Disposition of the Notes
Subject to the discussions below under "--Backup Withholding and Information
Reporting" and "--FATCA," yougenerally will not be subject to U.S. federal
income or withholding tax on gain realized on a sale, redemption or other
taxable disposition of Notes, unless the gain is effectively connected with
your conduct of a trade or business in the UnitedStates as described below,
except that any amounts attributable to accrued interest will be treated as
described above under "--Payments on the Notes."
Effectively Connected Income
If interestor gain on a Note is effectively connected with your conduct of a
trade or business in the United States (and, if required by an applicable
income tax treaty, is attributable to a U.S. permanent establishment
maintained by you), you will generallybe taxed in the same manner as a United
States person. In this case, you will be exempt from the withholding tax on
interest discussed above, although you will be required to provide a properly
executed IRS Form
W-8ECI
in order to claim an exemption from withholding. You are urged to consult your
tax adviser with respect to other U.S. tax consequences of the ownership and
disposition of Notes, including the possibleimposition of a branch profits tax
at a rate of 30% (or a lower treaty rate) if you are a corporation.
Backup Withholding and Information Reporting
Information returns are required to be filed with the IRS in connection with
payments of interest on the Notes. Unless you comply withcertification
procedures to establish that you are not a United States person, information
returns may also be filed with the IRS in connection with the proceeds from a
sale or other disposition of a Note. You may be subject to backup withholding
onpayments on the Notes or on the proceeds from a sale or other disposition of
the Notes unless you comply with certification procedures to establish that
you are not a United States person or otherwise establish an exemption. The
certificationprocedures required to claim the exemption from withholding tax
on interest described above under "--Payments on the Notes" will satisfy the
certification requirements necessary to avoid backup withholding as well.
Backup withholdingis not an additional tax. The amount of any backup
withholding withheld from a payment to you will be allowed as a credit against
your U.S. federal income tax liability and may entitle you to a refund,
provided that the required information istimely furnished to the IRS.
FATCA
Provisions commonly referred to as "FATCA" impose withholding of 30% on
payments of interest on the Notes to "foreign financialinstitutions" (which is
broadly defined for this purpose and in general includes investment vehicles)
and certain other
non-U.S.
entities unless various U.S. information reporting and due diligencerequirements
(generally relating to ownership by U.S. persons of interests in or accounts
with those
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entities) have been satisfied, or an exemption applies. Withholding may also
apply to payments of proceeds of sales or redemptions of the Notes, although
under proposed regulations issued inDecember 2018 (the preamble to which
specifies that taxpayers are permitted to rely on them pending finalization)
no withholding will apply on payments of gross proceeds. You should consult
your tax adviser regarding the effects of FATCA on yourinvestment in the Notes.
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UNDERWRITING
BofA Securities, Inc., Barclays Capital Inc., Credit Agricole Securities (USA)
Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC andWells Fargo
Securities, LLC are acting as joint book-running managers of the offering and
as representatives of the other underwriters named below (the "Representatives")
. Subject to the terms and conditions stated in the underwritingagreement
dated the date of this Prospectus Supplement, each underwriter named below has
severally and not jointly agreed to purchase, and we have agreed to sell to
that underwriter, the principal amount of Notes set forth opposite
theunderwriter's name below.
Underwriters Principal Amount of Principal Amount of Principal Amount of
the 20 Notes to the 20 Notes to the 20 Notes to
be Purchased be Purchased be Purchased
BofA Securities, Inc. $ $ $
Barclays Capital Inc.
Credit Agricole Securities (USA) Inc
J.P. Morgan Securities LLC
Mizuho Securities USA LLC
Wells Fargo Securities, LLC
Total $ $ $
The underwriting agreement provides that the obligations of the underwriters
to purchase the Notes of eachseries are subject to approval of legal matters
by counsel and to other conditions. The underwriters are obligated to purchase
all the Notes of each series if they purchase any of the Notes of such series.
The offering of the Notes of each series by the underwriters is subject to
receipt and acceptance and subject to the underwriters' rightto reject any
order in whole or in part.
Notes sold by the underwriters to the public will initially be offered at the
initial publicoffering prices set forth on the cover of this Prospectus
Supplement. Any Notes sold by the underwriters to securities dealers may be
sold at a discount from their initial public offering prices not to exceed %
of the20Notes, % of the 20Notes and % of the 20Notes. Any such securities
dealers may resell any Notes purchased from the underwriters to certain other
brokers or dealers at a discountfrom their initial public offering prices not
to exceed % of the 20Notes, % of the 20Notes and % of the 20Notes. If all the
Notes are not sold at their initialoffering prices, the underwriters may
change the offering prices and the other selling terms.
We have agreed that, for a period from thedate of this Prospectus Supplement
to and including the closing date, we will not, without the prior written
consent of the Representatives, offer, sell, or contract to sell, or otherwise
dispose of, directly or indirectly, or announce the offeringof, any debt
securities issued or guaranteed by us. The Representatives in their sole
discretion may release any of the securities subject to these
lock-up
agreements at any time without notice.
The following table shows the underwriting discounts that we are to pay to the
underwriters in connection with this offering (expressed as apercentage of the
principal amount of the Notes).
Paid By Us
Per 20Note %
Per 20Note %
Per 20Note %
Total $
We estimate that our total expenses for this offering, excluding the
underwriting discounts, will beapproximately $.
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The Notes of each series are a new issue of securities with no established
trading markets.We have been advised by the underwriters that they intend to
make a market in the Notes of each series after completion of the offering.
However, they are under no obligation to do so and may discontinue any
market-making activities at any timewithout any notice. We cannot assure the
liquidity of the trading market for the Notes of any series or that an active
public market for the Notes of any series will develop. If an active public
trading market for the Notes of any series does notdevelop, the market price
and liquidity of the Notes of such series may be adversely affected, and your
ability to transfer the Notes of such series may be limited. If the Notes of
such series are traded, they may trade at a discount from theirinitial
offering price, depending on prevailing interest rates, the market for similar
securities, our operating performance and financial position, general economic
conditions and other factors.
In connection with the offering, the underwriters may purchase and sell Notes
in the open market. Purchases and sales in the open market mayinclude short
sales, purchases to cover short positions and stabilizing purchases.
. Short sales involve secondary market sales by the underwriters of a greater
number of Notes than they arerequired to purchase in the offering.
. Covering transactions involve purchases of Notes in the open market after
the distribution has been completed inorder to cover short positions.
. Stabilizing transactions involve bids to purchase Notes so long as the stabilizing bids do not exceed a specifiedmaximum.
Purchases to cover short positions and stabilizing purchases, as well as other
purchases by the underwritersfor their own accounts, may have the effect of
preventing or retarding a decline in the market prices of the Notes. They may
also cause the prices of the Notes to be higher than the prices that would
otherwise exist in the open market in the absenceof these transactions. The
underwriters may conduct these transactions in the
over-the-counter
market or otherwise. If the underwriters commence any of thesetransactions,
they may discontinue them at any time.
Settlement
We expect that delivery of the Notes will be made against payment therefor on
or about the date specified on the cover of this ProspectusSupplement, which
will be the business day following the date of pricing of the Notes (this
settlement cycle being referred to as "T+"). Under Rule
15c6-1
of the ExchangeAct, trades in the secondary market generally are required to
settle in one business day, unless the parties to any such trade expressly
agree otherwise. Accordingly, purchasers who wish to trade the Notes on the
date of this Prospectus Supplementor the next succeeding business days will be
required, by virtue of the fact that the Notes initially will settle in T+, to
specify an alternate settlement cycle at the time of any such trade to prevent
a failed settlement. Purchasersof the Notes who wish to make such trades
should consult their own advisor.
Other Relationships
The underwriters are full service financial institutions engaged in various
activities, which may include securities trading, commercial andinvestment
banking, financial advisory, investment management, principal investment,
hedging, financing and brokerage activities. Some of the underwriters and/or
their affiliates have engaged in, and may in the future engage in, commercial
dealingsin the ordinary course of business with us or our affiliates. The
underwriters and their respective affiliates may have in the past performed
commercial banking, investment banking and advisory services for us from time
to time for which they havereceived customary fees and reimbursement of
expenses and may, from time to time, engage in transactions with and perform
services for us in the ordinary course of their business for which they may
receive customary fees and reimbursement ofexpenses. In the ordinary course of
their various business activities, the underwriters and their
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respective affiliates may make or hold a broad array of investments and
actively trade debt and equity securities (or related derivative securities)
and financial instruments (which may includebank loans and/or credit default
swaps) for their own account and for the accounts of their customers and may
at any time hold long and short positions in such securities and instruments.
Such investments and securities activities may involvesecurities and/or
instruments of ours or our affiliates. In addition, affiliates of some of the
underwriters are lenders, and in some cases agents or managers for the
lenders, under our credit facility. Certain of the underwriters or
theiraffiliates that have a lending relationship with us routinely hedge and
certain other of those underwriters or their affiliates may hedge their credit
exposure to us consistent with their customary risk management policies. A
typical such hedgingstrategy would include these underwriters or their
affiliates hedging such exposure by entering into transactions which consist
of either the purchase of credit default swaps or the creation of short
positions in our securities, includingpotentially the Notes. Any such credit
default swaps or short positions could adversely affect future trading prices
of the Notes. The underwriters and their affiliates may also make investment
recommendations and/or publish or express independentresearch views in respect
of such securities or financial instruments and may hold, or recommend to
clients that they acquire, long and/or short positions in such securities and
instruments.
We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act, or to contribute topayments
the underwriters may be required to make because of any of those liabilities.
Notice to Prospective Investors in the European Economic Area
The Notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise madeavailable to any retail
investor in the European Economic Area ("EEA"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive2014/65/EU (as amended,
"MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (as
amended, the "Insurance Distribution Directive"), where that customer would
not qualify as a professional client as defined inpoint (10) of Article 4(1)
of MiFID II; or (iii) not a qualified investor as defined in Directive
2017/1129 (as amended, the "Prospectus Regulation"). Consequently, no key
information document required by Regulation (EU) No1286/2014 (as amended, the
"PRIIPs Regulation") for offering or selling the Notes or otherwise making
them available to retail investors in the EEA has been prepared and therefore
offering or selling the Notes or otherwise making themavailable to any retail
investor in the EEA may be unlawful under the PRIIPS Regulation. This
Prospectus Supplement has been prepared on the basis that any offer of Notes
in any Member State of the EEA will be made pursuant to an exemption under
theProspectus Regulation from the requirement to publish a prospectus for
offers of Notes. This Prospectus Supplement is not a prospectus for the
purposes of the Prospectus Regulation.
In connection with the offering, the Underwriters are not acting for anyone
other than the issuer and will not be responsible to anyone otherthan the
issuer for providing the protections afforded to their clients nor for
providing advice in relation to the offering.
The aboveselling restriction is in addition to any other selling restrictions
set out below.
Notice to Prospective Investors in the United Kingdom
The Notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available toany retail
investor in the United Kingdom. For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client, as defined in point (8)
of Article 2 of Regulation (EU) No 2017/565 as it forms part of domesticlaw by
virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a
customer within the meaning of the provisions of the Financial Services and
Markets Act 2000 (as amended, the "FSMA") and any rules or regulationsmade
under the FSMA to implement Directive
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(EU) 2016/97, where that customer would not qualify as a professional client,
as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law byvirtue of the EUWA; or (iii) not a qualified
investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part
of domestic law by virtue of the EUWA. Consequently, no key information
document required by Regulation (EU) No1286/2014 as it forms part of domestic
law of the United Kingdom by virtue of the EUWA (the "UK PRIIPs Regulation")
for offering or selling the Notes or otherwise making them available to retail
investors in the United Kingdom has beenprepared and therefore offering or
selling the Notes or otherwise making them available to any retail investor in
the United Kingdom may be unlawful under the UK PRIIPs Regulation.
This Prospectus Supplement has been prepared on the basis that any offer of
the Notes in the United Kingdom will be made pursuant to anexemption under
section 86 of the FSMA from the requirement to publish a prospectus for offers
of the Notes. This Prospectus Supplement is not a prospectus for the purposes
of the U.K. Prospectus Regulation.
In connection with the offering, the Underwriters are not acting for anyone
other than the issuer and will not be responsible to anyone otherthan the
issuer for providing the protections afforded to their clients nor for
providing advice in relation to the offering.
Inaddition, this Prospectus Supplement is being distributed only to, and is
directed only at, and any offer subsequently made may only be directed at: (i)
in the UK, persons having professional experience in matters relating to
investmentsfalling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), and/or
persons falling within Article 49(2)(a) to (d) of the Order; (ii) persons who
areoutside the United Kingdom; and (iii) any other persons to whom it may
otherwise lawfully be distributed (all such persons together being referred to
as "relevant persons"). This document must not be acted on or relied on by
personswho are not relevant persons. Any investment or investment activity to
which this document relates is available only to, and will be engaged in only
with, relevant persons.
Each person in the United Kingdom who receives any communication in respect
of, or who acquires any notes under, the offers to the publiccontemplated in
this Prospectus Supplement, or to whom the notes are otherwise made available
will be deemed to have represented, warranted, acknowledged and agreed to and
with each underwriter and the issuer that it and any person on whose behalfit
acquires notes is: (1) a "qualified investor" as defined in the UK Prospectus
Regulation; and (2) not a "retail investor" as defined above.
Notice to Prospective Investors in Switzerland
This Prospectus Supplement is not intended to constitute an offer or
solicitation to purchase or invest in the Notes. The Notes may not bepublicly
offered, directly or indirectly, in Switzerland within the meaning of the
Swiss Financial Services Act ("FinSA") and no application has or will be made
to admit the Notes to trading on any trading venue (exchange or multilateraltrad
ing facility) in Switzerland. Neither this Prospectus Supplement nor any other
offering or marketing material relating to the Notes constitutes a prospectus
pursuant to the FinSA, and neither this Prospectus Supplement nor any other
offering ormarketing material relating to the Notes may be publicly
distributed or otherwise made publicly available in Switzerland. The Notes are
not intended to be offered, sold or otherwise made available to and should not
be offered, sold or otherwise madeavailable to any retail investor in
Switzerland. For these purposes, a retail investor means a person who is a
retail client as defined in Article 4 of the FinSA. Consequently, no key
information document required by the PRIIPS Regulation (or anyequivalent
document under the FinSA) has been or will be prepared in relation to any
Notes and therefore, any Notes with a derivative character within the meaning
of article 86 (2) of the Swiss Financial Services Ordinance may not be offered
orrecommended to private clients within the meaning of the FinSA in
Switzerland.
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Notice to Prospective Investors in Canada
The Notes may be sold only to purchasers purchasing, or deemed to be
purchasing, as principal that are accredited investors, as defined inNational
Instrument
45-106
Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario),
and are permitted clients, as defined in National Instrument
31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any
resale of the Notes must be made in accordance with an exemption from, or in a
transaction not subject to, the prospectusrequirements of applicable
securities laws.
Securities legislation in certain provinces or territories of Canada may
provide a purchaserwith remedies for rescission or damages if this Prospectus
Supplement (including any amendment thereto) contains a misrepresentation,
provided that the remedies for rescission or damages are exercised by the
purchaser within the time limitprescribed by the securities legislation of the
purchaser's province or territory. The purchaser should refer to any
applicable provisions of the securities legislation of the purchaser's
province or territory for particulars of theserights or consult with a legal
advisor.
Pursuant to section 3A.3 of National Instrument
33-105
Underwriting Conflicts (NI
33-105),
the underwriters are not required to comply with the disclosure requirements
of NI
33-105
regarding underwriter conflicts of interestin connection with this offering.
Notice to Prospective Investors in Hong Kong
The Notes may not be offered or sold in Hong Kong by means of any document
other than (i) in circumstances which do not constitute anoffer to the public
within the meaning of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Cap. 32, Laws of Hong Kong) (the "CO"), or (ii) to "professional
investors" within the meaning of the Securitiesand Futures Ordinance (Cap.
571, Laws of Hong Kong) (the "SFO") and any rules made thereunder, or (iii) in
other circumstances which do not result in the document being a "prospectus"
within the meaning of the CO and noadvertisement, invitation or document
relating to the Notes may be issued or may be in the possession of any person
for the purpose of issue (in each case whether in Hong Kong or elsewhere),
which is directed at, or the contents of which are likelyto be accessed or
read by, the public in Hong Kong (except if permitted to do so under the laws
of Hong Kong) other than with respect to Notes which are or are intended to be
disposed of only to persons outside Hong Kong or only to"professional
investors" within the meaning of the SFO and any rules made thereunder.
Notice to Prospective Investors in Japan
The Notes offered hereby have not been and will not be registered under the
Financial Instruments and Exchange Act of Japan (Act No. 25 of1948), as
amended (the "FIEA"). The Notes have not been offered or sold and will not be
offered or sold, directly or indirectly, in Japan or to, or for the benefit
of, any resident of Japan (including any person resident in Japan, or
anycorporation or other entity organized under the laws of Japan), or to
others for
re-offering
or resale, directly or indirectly, in Japan or to, or for the benefit of, any
resident of Japan, except(i) pursuant to an exemption from the registration
requirements of, and otherwise in compliance with, the FIEA and (ii) in
compliance with any other applicable laws, regulations and ministerial
guidelines of Japan.
Notice to Prospective Investors in Singapore
This Prospectus Supplement has not been and will not be lodged or registered
as a prospectus with the Monetary Authority of Singapore.Accordingly, this
Prospectus Supplement and any other document or material in connection with
the offer or sale, or invitation for subscription or purchase, of the notes
may not be circulated or distributed, nor may the notes be offered or sold,
orbe made the subject of an invitation for subscription or purchase, whether
directly or indirectly, to any person in Singapore other than:
(i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001
ofSingapore, as modified or amended from time to time (the "SFA")) pursuant to Section 274 of the SFA,
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(ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA,or any person
pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or
(iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
The Notes are prescribed capital markets products (as defined in the
Securities and Futures (Capital Markets Products)Regulations 2018) and
Excluded Investment Products (as defined in MAS Notice SFA
04-N12:
Notice on the Sale of Investment Products and MAS Notice
FAA-N16:
Notice onRecommendations on Investment Products).
Notice to Prospective Investors in Taiwan
The Notes have not been and will not be registered with the Financial
Supervisory Commission of Taiwan pursuant to relevant securities laws
andregulations and may not be sold, issued or offered within Taiwan through a
public offering or in circumstances which constitute an offer within the
meaning of the Securities and Exchange Act of Taiwan that requires a
registration or approval of theFinancial Supervisory Commission of Taiwan. No
person or entity in Taiwan has been authorized to offer, sell, give advice
regarding or otherwise intermediate the offering and sale of the Notes in
Taiwan.
Notice to Prospective Investors in South Korea
The Notes may not be offered, sold and delivered directly or indirectly, or
offered or sold to any person for
re-offering
or resale, directly or indirectly, in South Korea or to any resident of South
Korea except pursuant to the applicable laws and regulations of South Korea,
including the Financial InvestmentServices and Capital Markets Act and the
Foreign Exchange Transaction Law and the decrees and regulations thereunder.
The Notes have not been registered with the Financial Services Commission of
South Korea for public offering in South Korea.Furthermore, the Notes may not
be
re-sold
to South Korean residents unless the purchaser of the Notes complies with all
applicable regulatory requirements (including but not limited to government
approvalrequirements under the Foreign Exchange Transaction Law and its
subordinate decrees and regulations) in connection with their purchase.
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LEGAL MATTERS
Davis Polk & Wardwell LLP, New York, New York, will pass upon the validity of
the Notes on behalf of us. Certain legal matters inconnection with this
offering will be passed upon for the underwriters by Latham & Watkins LLP, New
York, New York.
EXPERTS
The financial statements and management's assessment of the effectiveness of
internal control over financial reporting (which is includedin Management's
Report on Internal Control over Financial Reporting) incorporated in this
Prospectus Supplement by reference to the Annual Report on Form
10-K
for the year ended December 31, 2023have been so incorporated by reference in
reliance on the report of PricewaterhouseCoopers LLP, an independent
registered public accounting firm, given on the authority of said firm as
experts in auditing and accounting.
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PROSPECTUS
Mastercard Incorporated
Debt Securities
Guarantees of Debt Securities
Preferred Stock
Class A Common Stock
Depositary Shares
Purchase Contracts
Units
Warrants
We may, from time to time, offer to sell these securities in one or more
offerings. This prospectus describes some of the general terms andconditions
that may apply to these securities. We will provide the specific terms and
conditions of these securities in prospectus supplements to this prospectus.
You should read this prospectus and the applicable prospectus supplement
carefullybefore you invest.
We may offer and sell these securities to or through one or more underwriters,
dealers and agents or directly to purchasers, on acontinuous or delayed basis.
Our Class A common stock is listed on the New York Stock Exchange under the
symbol "MA."
Investing in our securities involves risks. You should carefully read and
consider the risk factors included in our periodic reports, in any
prospectussupplement relating to any specific offering of securities and in
other documents that we file with the Securities and Exchange Commission. See "
Risk Factors
" on page 2 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon
theadequacy or accuracy of this prospectus. Any representation to the contrary
is a criminal offense.
This prospectus is datedFebruary 13, 2024.
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We have not authorized anyone to provide any information other than that
contained or incorporated byreference in this prospectus or in any related
prospectus supplement or free writing prospectus prepared by or on behalf of
us or to which we have referred you. We take no responsibility for, and can
provide no assurance as to the reliability of,any other information that
others may give you. You should not assume that the information contained in
or incorporated by reference in this prospectus and any related prospectus
supplement or in any free writing prospectus is accurate as of anydate other
than the respective dates of such document. Our business, financial condition,
results of operations and prospects may have changed since those dates.
We are not making an offer to sell these securities in any jurisdiction where
the offer or sale is not permitted.
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TABLE OF CONTENTS
Page
ABOUT THIS PROSPECTUS ii
WHERE YOU CAN FIND MORE INFORMATION ii
INCORPORATION BY REFERENCE iii
FORWARD-LOOKING STATEMENTS iv
OUR COMPANY 1
RISK FACTORS 2
USE OF PROCEEDS 3
DESCRIPTION OF DEBT SECURITIES 4
DESCRIPTION OF GUARANTEES 17
DESCRIPTION OF CAPITAL STOCK 18
DESCRIPTION OF DEPOSITARY SHARES 25
DESCRIPTION OF PURCHASE CONTRACTS 28
DESCRIPTION OF UNITS 29
DESCRIPTION OF WARRANTS 30
PLAN OF DISTRIBUTION 31
VALIDITY OF THE SECURITIES 33
EXPERTS 33
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the SEC
under the Securities Act of 1933, as amended, or the Securities Act, utilizing
a"shelf" registration process. Under this shelf registration process, we may,
from time to time, sell in one or more offerings any combination of our
securities described in this prospectus.
This prospectus provides you with a general description of the securities that
we may offer. Each time we sell securities, we will provide a prospectussuppleme
nt that will contain specific information about the terms of that offering,
including the specific amounts, prices and terms of the securities offered.
The prospectus supplement may also add, update or change information contained
in thisprospectus.
You should carefully read both this prospectus and any prospectus supplement
together with additional information described below under theheading "Where
You Can Find More Information."
References in this prospectus to the "Company," "Mastercard,""we," "us" and
"our" refer to the business conducted by Mastercard Incorporated and its
consolidated subsidiaries, including our operating subsidiary, Mastercard
International Incorporated, and to the Mastercard brand,unless otherwise
stated or the context otherwise requires. However, in the "Description of the
Debt Securities" section of this prospectus, references to "we," "us" and
"our" are to Mastercard Incorporated(parent company only) and not to any of
its subsidiaries.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. The SEC maintains an Internet web site that
containsreports, proxy and information statements, and other information
regarding issuers, including us, that file electronically with the SEC. The
public can obtain any documents that we file electronically with the SEC at
http://www.sec.gov. OurClass A common stock is traded on the New York Stock
Exchange under the symbol "MA."
We also make available, free of charge, on or throughour Internet web site
(http://www.mastercard.com) our Annual Reports on Form
10-K,
Quarterly Reports on Form
10-Q,
Current Reports on Form
8-K,
Proxy Statements on Schedule 14A and, if applicable, amendments to those
reports filed or furnished pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended, or the Exchange Act,as soon as reasonably
practicable after we electronically file such material with, or furnish it to,
the SEC. Please note, however, that we have not incorporated any other
information by reference from our Internet web site and such informationshould
not be considered part of this prospectus or any prospectus supplement, other
than the documents listed below under the heading "Incorporation by Reference."
In addition, we will provide to each person to whom a prospectus is delivered,
a copy of any or all of the information that has been incorporated by
referencein the prospectus but not delivered with the prospectus, including
exhibits that are specifically incorporated by reference in to such documents,
upon written or oral request and at no cost to the requester. Requests should
be made in writing ortelephoning us through our Office of the Corporate
Secretary at Mastercard Incorporated, 2000 Purchase Street, Purchase, New York
10577, Attn: Adam Zitter; telephone: (914)
249-2000.
We have filed with the SEC a registration statement on Form
S-3
relating to the securities covered by this prospectus.This prospectus is a
part of the registration statement and does not contain all the information in
the registration statement. Whenever a reference is made in this prospectus to
a contract or other document of ours, the reference is only a summaryand you
should refer to the exhibits that are a part of the registration statement for
a copy of the contract or other document. You may review a copy of the
registration statement and the documents incorporated by reference herein at
the SEC'swebsite at http://www.sec.gov.
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INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference information into this
prospectus. This means that we can disclose important information to you by
referring youto another document. Any information referred to in this way is
considered part of this prospectus from the date we file that document. Any
reports filed by us with the SEC after the date of this prospectus and before
the date that the offering ofthe securities by means of this prospectus is
terminated will automatically update and, where applicable, supersede any
information contained in this prospectus or incorporated by reference in this
prospectus.
We incorporate by reference in this prospectus the documents set forth below;
provided, however, that we are not incorporating any documents or
informationdeemed to have been furnished rather than filed in accordance with
SEC rules:
. our Annual Report on
Form
10-K
for the year ended December 31, 2023 filed on February 13, 2024;
. our Definitive Proxy Statement on
Schedule 14A
filed on April 28, 2023 (excluding any portions that were not
incorporated by reference into Part III of our Annual Report on Form
10-K
for the year ended
December 31, 2022);
. Form
8-A
filed on May 12, 2006, including any amendments or supplements thereto; and
. any filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after
thedate of this prospectus and before the termination of any offerings pursuant to this prospectus.
To obtain copies of these filings, seethe "Where You Can Find More
Information" section of this prospectus.
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FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus supplement and the documents incorporated by
reference herein contain forward-looking statements pursuant to the safe
harborprovisions of the Private Securities Litigation Reform Act of 1995. All
statements other than statements of historical facts may be forward-looking
statements. When used in this prospectus, any prospectus supplement and the
documents incorporated byreference herein, the words "believe", "expect",
"could", "may", "would", "will", "trend" and similar words are intended to
identify forward-looking statements. Examples offorward-looking statements
include, but are not limited to, statements that relate to the Company's
future prospects, developments and business strategies.
Many factors and uncertainties relating to our operations and business
environment, all of which are difficult to predict and many of which are
outside of ourcontrol, influence whether any forward-looking statements can or
will be achieved. Any one of those factors could cause our actual results to
differ materially from those expressed or implied in writing in any
forward-looking statements made byMastercard or on its behalf, including, but
not limited to, the following factors:
. regulation related to the payments industry (including regulatory, legislative
and litigation activity withrespect to interchange rates and surcharging);
. the impact of preferential or protective government actions;
. regulation of privacy, data, AI, information security and the digital economy;
. regulation that directly or indirectly applies to us based on our participation
in the global payments industry(including anti-money laundering, countering
the financing of terrorism, economic sanctions and anti-corruption,
account-based payments systems, and issuer and acquirer practices regulation);
. the impact of changes in tax laws, as well as regulations and interpretations of such laws or challenges to ourtax positions;
. potential or incurred liability and limitations on business related to any litigation or litigation settlements;
. the impact of competition in the global payments industry (including disintermediation and pricing pressure);
. the challenges relating to rapid technological developments and changes;
. the challenges relating to operating a real-time account-based payments system and to working with new customersand end users;
. the impact of information security incidents, account data breaches or service disruptions;
. issues related to our relationships with our stakeholders (including loss
of substantial business fromsignificant customers, competitor relationships
with our customers, consolidation amongst our customers, merchants' continued
focus on acceptance costs and unique risks from our work with governments);
. the impact of global economic, political, financial and societal events and
conditions, including adversecurrency fluctuations and foreign exchange controls;
. reputational impact, including impact related to brand perception and lack of visibility of our brands inproducts and services;
. the impact of environmental, social and governance matters and related stakeholder reaction;
. the inability to attract and retain a highly qualified and diverse workforce, or maintain our corporate culture;
. issues related to acquisition integration, strategic investments and entry into new businesses;
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. exposure to loss or illiquidity due to our role as guarantor as well as
other contractual obligations anddiscretionary actions we may take; and
. issues related to our Class A common stock and corporate governance structure.
A detailed discussion of these and other risks and uncertainties that could
cause actual results and events to differ materially from such forward-lookingst
atements is included in Part I, Item 1A of our Annual Report on Form
10-K
and our Quarterly Reports on Form
10-Q
in the section entitled "Risk Factors," andas may be included from time to
time in our reports filed with the SEC. We caution you that the important
factors referenced above may not contain all of the factors that are important
to you. For the reasons described above, we caution you againstrelying on any
forward-looking statements.
Our forward-looking statements speak only as of the date of this prospectus or
as of the date they are made.We undertake no obligation to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by applicable law.
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OUR COMPANY
Mastercard is a technology company in the global payments industry. We connect
consumers, financial institutions, merchants, governments, digital
partners,businesses and other organizations worldwide by enabling electronic
payments and making those payment transactions safe, simple, smart and
accessible. We make payments easier and more efficient by providing a wide
range of payment solutions andservices using our family of well-known and
trusted brands, including Mastercard
(R)
, Maestro
(R)
and Cirrus
(R)
. We operate a multi-rail payments network that provides choice and
flexibility for consumers, merchants and our customers. Through our unique and
proprietary core global payments network, weswitch (authorize, clear and
settle) payment transactions. We have additional payments capabilities that
include automated clearing house transactions (both batch and real-time
account-based payments). Using these capabilities, we offer paymentproducts
and services and capture new payment flows. Our value-added services include,
among others, cyber and intelligence solutions designed to allow all parties
to transact securely, easily and with confidence, as well as other services
thatprovide proprietary insights, drawing on our principled and responsible
use of secure consumer and merchant data. Our investments in new networks,
such as open banking solutions and digital identity capabilities, support and
strengthen our paymentsand services solutions. Each of our capabilities
support and build upon each other and are fundamentally interdependent. For
our core global payments network, our franchise model sets the standards and
ground-rules that balance value and risk acrossall stakeholders and allows for
interoperability among them. We employ a multi-layered approach to help
protect the global payments ecosystem in which we operate.
We are a corporation incorporated under the laws of the State of Delaware. Our
principal executive offices are located at 2000 Purchase Street, Purchase,
NewYork 10577, and our main telephone number is (914)
249-2000.
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RISK FACTORS
Investing in our securities involves risks. Before making a decision to invest
in our securities, in addition to the other information contained in
thisprospectus and any prospectus supplement, you should carefully consider
the risks described under "Risk Factors" in Part I, Item 1A of our Annual
Report on Form
10-K
and Part II, Item 1A of eachsubsequently filed Quarterly Report on Form
10-Q
and in the other documents incorporated by reference into this prospectus, as
well as the other information contained or incorporated by reference in
thisprospectus and in any accompanying prospectus supplement, before making a
decision to invest in our securities. See "Where You Can Find More
Information" and "Incorporation by Reference."
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USE OF PROCEEDS
Except as otherwise set forth in the applicable prospectus supplement, we
intend to use the net proceeds from sales of the securities for general
corporatepurposes, which may include, but is not limited to, funding for
working capital, investments in organic and inorganic growth and shareholder
returns. We may temporarily invest funds that are not immediately needed for
these purposes in marketablesecurities, including short term investments.
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DESCRIPTION OF DEBT SECURITIES
We have summarized below general terms and conditions of the debt securities
that we may offer and sell pursuant to this prospectus. When we offer to sell
aparticular series of debt securities, we will describe the specific terms and
conditions of the series in a prospectus supplement to this prospectus. We
will also indicate in the applicable prospectus supplement whether the general
terms andconditions described in this prospectus apply to the series of debt
securities. In addition, the terms and conditions of the debt securities of a
series may be different in one or more respects from the terms and conditions
described below. If so,those differences will be described in the applicable
prospectus supplement. We may, but need not, describe any additional or
different terms and conditions of those debt securities in an annual report on
Form
10-K,
a quarterly report on Form
10-Q
or a current report on Form
8-K
filed with the SEC, the information in which would beincorporated by reference
in this prospectus and that report will be identified in the applicable
prospectus supplement.
We will issue the debtsecurities in one or more series, which will consist of
either our senior debt or our subordinated debt, under an indenture between us
and Deutsche Bank Trust Company Americas, as trustee. The debt securities of
any series, whether senior orsubordinated, may be issued as convertible debt
securities or exchangeable debt securities. We may use different trustees for
different series of debt securities issued under the indenture. The following
summary of provisions of the indenture doesnot purport to be complete and is
subject to, and qualified in its entirety by reference to, all of the
provisions of the indenture, including definitions therein of certain terms.
This summary may not contain all of the information that you mayfind useful.
The terms and conditions of the debt securities of each series will be set
forth in those debt securities and may also be set forth in an indenture
supplemental to the indenture. For a comprehensive description of any series
of debtsecurities being offered pursuant to this prospectus, you should read
both this prospectus and the applicable prospectus supplement.
We have filed theindenture as an exhibit to the registration statement of
which this prospectus forms a part. A form of each debt security, reflecting
the specific terms and provisions of that series of debt securities, will be
filed with the SEC in connection witheach offering and will be incorporated by
reference in the registration statement of which this prospectus forms a part.
Copies of the indenture, any supplemental indenture and any form of debt
security that has been filed may be obtained in themanner described under
"Where You Can Find More Information."
Capitalized terms used and not defined in this summary have the meaningsspecifie
d in the indenture. For purposes of this section of this prospectus,
references to "we," "us" and "our" are to Mastercard Incorporated (parent
company only) and not to any of its subsidiaries. References to the"applicable
prospectus supplement" are to the prospectus supplement to this prospectus
that describes the specific terms and conditions of a series of debt
securities.
General
We may offer the debt securities from time totime in as many distinct series
as we may determine. Our senior debt securities will be our senior obligations
and will rank equally in right of payment with all of our senior indebtedness.
If we issue subordinated debt securities, the terms of thesubordination will
be described in the applicable prospectus supplement. The indenture does not
limit the amount of debt securities that we may issue under that indenture. We
may, without the consent of the holders of the debt securities of anyseries,
issue additional debt securities ranking equally with, and otherwise similar
in all respects to, the debt securities of the series (except for the public
offering price and the issue date) so that those additional debt securities
will beconsolidated and form a single series with the debt securities of the
series previously offered and sold.
The debt securities of each series will beissued in fully registered form
without interest coupons. We currently anticipate that the debt securities of
each series offered and sold pursuant to this prospectus will be issued as
global debt securities as described under"--Book-Entry; Delivery and Form;
Global Securities" and will trade in book-entry form only.
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Debt securities denominated in U.S. dollars will be issued in denominations of
$2,000 and any integralmultiple of $1,000 in excess thereof, unless otherwise
specified in the applicable prospectus supplement. If the debt securities of a
series are denominated in a foreign or composite currency, the applicable
prospectus supplement will specify thedenomination or denominations in which
those debt securities will be issued.
Unless otherwise specified in the applicable prospectus supplement, we
willrepay the debt securities of each series at 100% of their principal
amount, together with accrued and unpaid interest thereon at maturity, except
if those debt securities have been previously redeemed or purchased and
cancelled.
Unless otherwise specified in the applicable prospectus supplement, the debt
securities of each series will not be listed on any securities exchange.
Provisions of Indenture
The indenture provides that debtsecurities may be issued under it from time to
time in one or more series. For each series of debt securities, this
prospectus and the applicable prospectus supplement will describe the
following terms and conditions of that series of debtsecurities:
. the title of the series;
. the maximum aggregate principal amount, if any, established for debt securities of the series;
. the person to whom any interest on a debt security of the series will
be payable, if other than the person inwhose name that debt security
(or one or more predecessor debt securities) is registered at the
close of business on the regular record date for that interest;
. whether the debt securities rank as senior debt or subordinated debt and the terms of any subordination;
. the date or dates on which the principal of any debt securities of the
series will be payable or the method usedto determine or extend those dates;
. the rate or rates at which any debt securities of the series will bear interest,
if any, the date or dates fromwhich interest, if any, will accrue, the
interest payment dates on which interest, if any, will be payable and the
regular record date for interest, if any, payable on any interest payment date;
. the place or places where the principal of and premium, if any, and interest on any debt
securities of the serieswill be payable and the manner in which any payment may be made;
. the period or periods within which, the price or prices at which and the terms
and conditions upon which any debtsecurities of the series may be redeemed, in
whole or in part, at our option and, if other than by a board resolution, the
manner in which any election by us to redeem the debt securities will be evidenced;
. our obligation or right, if any, to redeem or purchase any debt securities of the series pursuant
to any sinkingfund or at the option of the holder thereof and the period or periods within
which, the price or prices at which and the terms and conditions upon which any debt securities
of the series will be redeemed or purchased, in whole or in part, pursuantto that obligation;
. if other than denominations of $2,000 and any integral multiple of $1,000 in excess
thereof, the denominations inwhich any debt securities of the series will be issuable;
. if the amount of principal of or premium, if any, or interest on
any debt securities of the series may bedetermined with reference
to a financial or economic measure or index or pursuant to a
formula, the manner in which those amounts will be determined;
. if other than U.S. dollars, the currency, currencies or currency units
in which the principal of or premium, ifany, or interest on any
debt securities of the series will be payable and the manner of
determining the equivalent thereof in U.S. dollars for any purpose;
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. if the principal of or premium, if any, or interest on any debt securities of the
series is to be payable, at ourelection or the election of the holder thereof,
in one or more currencies or currency units other than that or those in which
those debt securities are stated to be payable, the currency, currencies or
currency units in which the principal of orpremium, if any, or interest on the
debt securities as to which that election is made will be payable, the periods
within which and the terms and conditions upon which that election is to be made
and the amount so payable (or the manner in whichthat amount will be determined);
. if other than the entire principal amount thereof, the portion of the principal amount of any debt securities ofthe
series which will be payable upon declaration of acceleration of the maturity thereof pursuant to the indenture;
. if the principal amount payable at the stated maturity of any debt securities
of the series will not bedeterminable as of any one or more dates prior
to the stated maturity, the amount which will be deemed to be the principal
amount of those debt securities as of any date for any purpose, including
the principal amount thereof which will be due andpayable upon any maturity
other than the stated maturity or which will be deemed to be outstanding
as of any date prior to the stated maturity (or, in any case, the manner
in which the amount deemed to be the principal amount will be determined);
. if other than by a board resolution, the manner in which any election by us
to defease any debt securities of theseries pursuant to the indenture will
be evidenced; whether any debt securities of the series other than debt
securities denominated in U.S. dollars and bearing interest at a fixed rate are
to be subject to the defeasance provisions of theindenture; or, in the case
of debt securities denominated in U.S. dollars and bearing interest at a
fixed rate, if applicable, that the debt securities of the series, in whole
or any specified part, will not be defeasible pursuant to the indenture;
. if applicable, that any debt securities of the series will be issuable in whole or in
part in the form of one ormore global securities and, in that case, the respective
depositaries for those global securities and the form of any legend or legends which
will be borne by any global securities, and any circumstances in which any global
security may be exchangedin whole or in part for debt securities registered, and any
transfer of a global security in whole or in part may be registered, in the name or
names of persons other than the depositary for that global security or a nominee
thereof and any otherprovisions governing exchanges or transfers of global securities;
. any addition to, deletion from or change in the events of default
applicable to any debt securities of the seriesand any change in
the right of the trustee or the requisite holders of those debt
securities to declare the principal amount thereof due and payable;
. any addition to, deletion from or change in the covenants described
in this prospectus applicable to debtsecurities of the series;
. if the debt securities of the series are to be convertible into or exchangeable for cash and/or any securities orother property
of any person (including us), the terms and conditions upon which those debt securities will be so convertible or exchangeable;
. whether the debt securities of the series will be guaranteed by any persons and, if
so, the identity of thosepersons, the terms and conditions upon which those debt
securities will be guaranteed and, if applicable, the terms and conditions upon which
those guarantees may be subordinated to other indebtedness of the respective guarantors;
. whether the debt securities of the series will be secured by any collateral
and, if so, the terms and conditionsupon which those debt securities
will be secured and, if applicable, upon which those liens may be subordinated
to other liens securing other indebtedness of us or of any guarantor;
. if a trustee other than Deutsche Bank Trust Company Americas is to act as trustee for
the debt securities of suchseries, the name and corporate trust office of such trustee;
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. any other terms of the debt securities of the series (which terms will not be
inconsistent with the provisions ofthe indenture, except as permitted thereunder); and
. the CUSIP and/or ISIN number(s) of the debt securities of the series.
Interest and Interest Rates
General
In the applicable prospectus supplement, we will designate the debt securities
of a series as being either debt securities bearing interest at a fixed rate
ofinterest or debt securities bearing interest at a floating rate of interest.
Each debt security will begin to accrue interest from the date on which it is
originally issued. Interest on each debt security will be payable in arrears
on the interestpayment dates set forth in the applicable prospectus supplement
and as otherwise described below and at maturity or, if earlier, the
redemption date described below. Interest will be payable to the holder of
record of the debt securities at theclose of business on the record date for
each interest payment date, which record dates will be specified in the
applicable prospectus supplement.
Asused in the indenture, the term "business day" means, with respect to debt
securities of a series, any day, other than a Saturday or Sunday, that is not
a day on which banking institutions are authorized or obligated by law or
executiveorder to close in the place where the principal of and premium, if
any, and interest on the debt securities of that series are payable.
Fixed RateDebt Securities
If the debt securities of a series being offered will bear interest at a fixed
rate of interest, the debt securities of thatseries will bear interest at the
annual interest rate specified on the cover page of the applicable prospectus
supplement. Interest on those debt securities will be payable semi-annually in
arrears on the interest payment dates for those debtsecurities unless
otherwise specified in the applicable prospectus supplement. If the maturity
date, the redemption date or an interest payment date is not a business day,
we will pay principal, premium, if any, the redemption price, if any,
andinterest on the next succeeding business day, and no interest will accrue
from and after the relevant maturity date, redemption date or interest payment
date to the date of that payment. Unless otherwise specified in the applicable
prospectussupplement, interest on the fixed rate debt securities will be
computed on the basis of a
360-day
year of twelve
30-day
months.
Floating Rate Debt Securities
If the debtsecurities of a series being offered will bear interest at a
floating rate of interest, the debt securities of that series will bear
interest during each relevant interest period at the rate determined as set
forth in the applicable prospectussupplement. In the applicable prospectus
supplement, we will indicate any spread or spread multiplier to be applied in
the interest rate formula to determine the interest rate applicable in any
interest period.
Payment and Transfer or Exchange
Principal of andpremium, if any, and interest on the debt securities of each
series will be payable, and the debt securities may be exchanged or
transferred, at the office or agency maintained by us for that purpose (which
initially will be the corporate trustoffice of the trustee). Payment of
principal of and premium, if any, and interest on a global security registered
in the name of or held by The Depository Trust Company ("DTC") or its nominee
will be made in immediately available funds toDTC or its nominee, as the case
may be, as the registered holder of that global security. If any of the debt
securities are no longer represented by a global security, payment of interest
on certificated debt securities in definitive form may, atour option, be made
by check mailed directly to holders at their registered addresses. See
"--Book-Entry; Delivery and Form; Global Securities."
A holder may transfer or exchange any certificated debt securities in
definitive form at the corporate trust office of the trustee. No service
charge will bemade for any registration of transfer or exchange of debt
securities, but
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we may require payment of a sum sufficient to cover any transfer tax or other
similar governmental charge payable in connection therewith.
We are not required to transfer or exchange any debt security selected for
redemption for a period of 15 days before mailing of a notice of redemption of
thedebt security to be redeemed.
The registered holder of debt securities will be treated as the owner of those
debt securities for all purposes.
All amounts in respect of principal of and premium, if any, or interest on the
debt securities paid by us that remain unclaimed two years after that
paymentwas due and payable will be repaid to us, and the holders of those debt
securities will thereafter look solely to us for payment.
Covenants
The indenture sets forth limited covenants, including the covenant described
below, that will apply to each series of debt securities issued under
theindenture, unless otherwise specified in the applicable prospectus
supplement. However, these covenants do not, among other things:
. limit the amount of indebtedness or lease obligations that may be incurred by us or our subsidiaries;
. limit our ability or that of our subsidiaries to issue, assume or guarantee debt secured by liens; or
. restrict us from paying dividends or making distributions on our capital stock or purchasing or redeeming ourcapital stock.
Consolidation, Merger and Sale of Assets
The indenture provides that we may consolidate with or merge with or into any
other person, and may sell, transfer, lease or convey all or substantially all
ofour properties and assets to another person, provided that the following
conditions are satisfied:
. we are the continuing entity, or the resulting, surviving or transferee
person (the "Successor") is acorporation, partnership, trust
or other entity organized and validly existing under the laws of
any domestic or foreign jurisdiction and the Successor (if not
us) will expressly assume, by supplemental indenture, all of our
obligations under thedebt securities and the indenture and, for each
security that by its terms provides for conversion, provide for
the right to convert that security in accordance with its terms;
. immediately after giving effect to that transaction, no default or event
of default under the indenture hasoccurred and is continuing; and
. if requested, the trustee receives from us, if requested, an officer's
certificate and an opinion of counselthat the merger, consolidation,
transfer, sale, lease or conveyance and the supplemental indenture, as the
case may be, complies with the applicable provisions of the indenture.
If we consolidate or merge with or into any other person or sell, transfer,
lease or convey all or substantially all of our properties and assets
inaccordance with the indenture, the Successor will be substituted for us
under the indenture, with the same effect as if it had been an original party
to the indenture. As a result, the Successor may exercise our rights and
powers under theindenture, and we will be released from all our liabilities
and obligations under the indenture and the debt securities.
Any substitution of theSuccessor for us might be deemed for federal income tax
purposes to be an exchange of the debt securities for "new" debt securities,
resulting in recognition of gain or loss for those purposes and possibly
certain other adverse taxconsequences to beneficial owners of the debt
securities. Holders should consult their own tax advisors regarding the tax
consequences of any substitution.
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For purposes of this covenant, "person" means any individual, corporation,
partnership, limitedliability company, joint venture, association, joint-stock
company, trust, unincorporated organization or government or any agency or
political subdivision thereof or any other entity.
Events of Default
Each of the following events aredefined in the indenture as an "event of
default" (whatever the reason therefor and whether or not it will be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or anyorder, rule or regulation of any
administrative or governmental body) with respect to the debt securities of
any series:
(1) default in the payment of any installment of interest on any debt securities of that series for 30 days afterbecoming due;
(2) default in the payment of principal of or premium, if any, on any debt securities of that series when
itbecomes due and payable at its stated maturity, upon optional redemption, upon declaration or otherwise;
(3) default in the deposit of any sinking fund payment, when and as due by the terms of any debt securities of thatseries;
(4) default in the performance, or breach, of any covenant or agreement of ours in the indenture with respect
tothe debt securities of that series (other than as referred to in clause (1), (2) or (3) above), which
continues for a period of 90 days after written notice to us by the trustee or to us and the trustee by the
holders of at least 25% in aggregateprincipal amount of the outstanding debt securities of that series;
(5) we, pursuant to or within the meaning of the Bankruptcy Law:
. commence a voluntary case or proceeding;
. consent to the entry of an order for relief against us in an involuntary case or proceeding;
. consent to the appointment of a Custodian of us or for all or substantially all of our property;
. make a general assignment for the benefit of our creditors;
. file a petition in bankruptcy or answer or consent seeking reorganization or relief;
. consent to the filing of a petition in bankruptcy or the appointment of or taking possession by a Custodian; or
. take any comparable action under any foreign laws relating to insolvency;
(6) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
. is for relief against us in an involuntary case, or adjudicates us insolvent or bankrupt;
. appoints a Custodian of us or for all or substantially all of our property; or
. orders the winding-up or liquidation of us (or any similar relief is granted under any
foreign laws)and the orderor decree remains unstayed and in effect for 90 days; or
(7) any other event of default provided with respect to debt securities
of that series occurs as specified in asupplemental indenture.
"
Bankruptcy Law
" means Title 11, United States Code or any similar federal or state or
foreignlaw for the relief of debtors.
"
Custodian
" means any custodian, receiver, trustee, assignee, liquidator or other
similar official underany Bankruptcy Law.
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If an event of default with respect to debt securities of any series (other
than an event of defaultrelating to certain events of bankruptcy, insolvency,
or reorganization of us) occurs and is continuing, the trustee for that series
by notice to us, or the holders of at least 25% in aggregate principal amount
of the outstanding debt securities ofthat series by notice to us and the
trustee, may, and the trustee at the request of these holders will, declare
the principal of and premium, if any, and accrued and unpaid interest on all
the debt securities of that series to be due and payable.Upon a declaration of
this type, that principal, premium and accrued and unpaid interest will be due
and payable immediately. If an event of default relating to certain events of
bankruptcy, insolvency or reorganization of us occurs and iscontinuing, the
principal of and premium, if any, and accrued and unpaid interest on the debt
securities of that series will become and be immediately due and payable
without any declaration or other act on the part of the trustee of that series
orany holders.
The holders of not less than a majority in aggregate principal amount of the
outstanding debt securities of any series may rescind adeclaration of
acceleration and its consequences, if we have deposited certain sums with the
trustee and all events of default with respect to the debt securities of that
series, other than the
non-payment
ofthe principal or interest which have become due solely by that acceleration,
have been cured or waived, as provided in the indenture.
An event of defaultfor a particular series of debt securities does not
necessarily constitute an event of default for any other series of debt
securities issued under the indenture.
We are required to furnish the trustee annually a statement by certain of our
officers to the effect that, to the best of their knowledge, we are not
indefault in the fulfillment of any of our obligations under the indenture or,
if there has been a default in the fulfillment of any obligation of us,
specifying each default.
No holder of any debt securities of any series will have any right to
institute any judicial or other proceeding with respect to the indenture, or
for theappointment of a receiver or trustee, or for any other remedy unless:
(1) an event of default has occurred and is continuing and that holder has given the trustee prior written
noticeof that continuing event of default with respect to the debt securities of that series;
(2) the holders of not less than 25% of the aggregate principal amount of the outstanding debt securities
of thatseries have requested the trustee to institute proceedings in respect of that event of default;
(3) the trustee has been offered indemnity reasonably satisfactory to it
against its costs, expenses andliabilities in complying with that request;
(4) the trustee has failed to institute proceedings 60 days after the receipt of that notice, request and offer ofindemnity; and
(5) no direction inconsistent with that written request has been given for 60 days by the holders
of a majority inaggregate principal amount of the outstanding debt securities of that series.
The holders of a majority in aggregate principal amountof outstanding debt
securities of a series will have the right, subject to certain limitations, to
direct the time, method and place of conducting any proceeding for any remedy
available to the trustee with respect to the debt securities of thatseries or
exercising any trust or power conferred to the trustee, and to waive certain
defaults. The indenture provides that if an event of default occurs and is
continuing, the trustee will exercise those of its rights and powers under
theindenture, and use the same degree of care and skill in their exercise, as
a prudent person would exercise or use under the circumstances in the conduct
of that person's own affairs. Subject to those provisions, the trustee will be
under noobligation to exercise any of its rights or powers under the indenture
at the request of any of the holders of the debt securities of a series unless
they will have offered to the trustee security or indemnity satisfactory to
the trustee against thecosts, expenses and liabilities which might be incurred
by it in compliance with that request.
Notwithstanding the foregoing, the holder of any debtsecurity will have an
absolute and unconditional right to receive payment of the principal of and
premium, if any, and interest on that debt security on or after the due dates
expressed in that debt security and to institute suit for the enforcementof
payment.
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Modification and Waivers
Modification and amendments of the indenture and the debt securities of any
series may be made by us and the trustee with the consent of the holders of
notless than a majority in aggregate principal amount of the outstanding debt
securities of that series affected thereby; provided, however, that no
modification or amendment may, without the consent of the holder of each
outstanding debt security ofthat series affected thereby:
. change the stated maturity of the principal of, or installment of interest on, any debt security;
. reduce the principal amount of any debt security or reduce the amount of the principal of any debt security whichwould be due
and payable upon a declaration of acceleration of the maturity thereof or reduce the rate of interest on any debt security;
. reduce any premium payable on the redemption of any debt security or
change the date on which any debt securitymay or must be redeemed;
. change the coin or currency in which the principal of or premium, if any, or interest on any debt security ispayable;
. impair the right of any holder to institute suit for the enforcement of any payment on or after the
statedmaturity of any debt security (or, in the case of redemption, on or after the redemption date);
. reduce the percentage in principal amount of the outstanding debt securities,
the consent of whose holders isrequired in order to take certain actions;
. reduce the requirements for quorum or voting by holders of debt securities in the indenture or the debt security;
. modify any of the provisions in the indenture regarding the waiver of past defaults and the
waiver of certaincovenants by the holders of debt securities except to increase any percentage
vote required or to provide that certain other provisions of the indenture cannot be modified
or waived without the consent of the holder of each debt security affectedthereby; or
. make any change that adversely affects in any material respect the right to convert
or exchange any debt securityor decreases the conversion or exchange rate or
increases the conversion price of any convertible or exchangeable debt security,
unless that decrease or increase is permitted by the terms of the debt securities; or
. modify any of the above provisions.
We and the trustee may, without the consent of any holders, modify or amend
the terms of the indenture and the debt securities of any series with respect
tothe following:
. to add to our covenants for the benefit of holders of the debt securities
of all or any series or to surrenderany right or power conferred upon us;
. to evidence the succession of another person to, and the assumption by the successor of our covenants, agreementsand obligations
under, the indenture pursuant to the covenant described under "--Covenants--Consolidation, Merger and Sale of Assets";
. to add any additional events of default for the benefit of holders of the debt securities of all or any series;
. to add one or more guarantees for the benefit of holders of the debt securities;
. to secure the debt securities pursuant to the covenants of the indenture;
. to add or appoint a successor or separate trustee or other agent;
. to provide for the issuance of additional debt securities of any series;
. to establish the form or terms of debt securities of any series as permitted by the indenture;
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. to comply with the rules of any applicable securities depository;
. to provide for uncertificated debt securities in addition to or in place of certificated debt securities;
. to add to, change or eliminate any of the provisions of the indenture
in respect of one or more series of debtsecurities; provided that
any such addition, change or elimination (a) shall neither (1) apply
to any debt security of any series created prior to the execution
of that supplemental indenture and entitled to the benefit of that
provisionnor (2) modify the rights of the holder of any debt security
with respect to that provision or (b) shall become effective only
when there is no debt security described in clause (1) outstanding;
. to comply with requirements of the SEC in order to effect or maintain the
qualification of the indenture underthe Trust Indenture Act of 1939, as amended;
. to conform any provision of the indenture, any supplemental indenture,
one or more series of debt securities orany related guarantees
or security documents to the description of such securities contained
in our prospectus, prospectus supplement, offering memorandum
or similar document with respect to the offering of the securities
of such series to theextent that such description was intended
to be a verbatim recitation of a provision in the indenture,
such securities or any related guarantees or security documents;
. to cure any ambiguity, omission, defect or inconsistency; or
. to change any other provision; provided that the change does not adversely affect the
interests of the holders ofdebt securities of any series in any material respect.
The holders of at least a majority in aggregate principal amount of
theoutstanding debt securities of any series may, on behalf of the holders of
all debt securities of that series, waive compliance with certain restrictive
provisions of the indenture. The holders of not less than a majority in
aggregate principalamount of the outstanding debt securities of a series may,
on behalf of the holders of all debt securities of that series, waive any past
default and its consequences under the indenture with respect to the debt
securities of that series, except adefault (1) in the payment of principal of
or premium, if any, or interest on debt securities of that series or (2) in
respect of a covenant or provision of the indenture that cannot be modified or
amended without the consent of the holderof each debt security of that series.
Upon any waiver, that default will cease to exist, and any event of default
arising therefrom will be deemed to have been cured, for every purpose of the
indenture; however, no waiver will extend to anysubsequent or other default or
event of default or impair any rights consequent thereon.
Discharge, Defeasance and Covenant Defeasance
We may discharge certain obligations to holders of the debt securities of a
series that have not already been delivered to the trustee for cancellation
andthat either have become due and payable or will become due and payable
within one year (or scheduled for redemption within one year) by depositing
with the trustee, in trust, funds in U.S. dollars in an amount sufficient to
pay the entireindebtedness including the principal and premium, if any, and
interest to the date of deposit (if the debt securities have become due and
payable) or to the maturity thereof or the redemption date of the debt
securities of that series, as the casemay be. We may direct the trustee to
invest those funds in U.S. Treasury securities with a maturity of one year or
less or in a money market fund that invests solely in short-term U.S. Treasury
securities.
The indenture provides that we may elect either (1) to defease and be
discharged from any and all obligations with respect to the debt securities of
aseries (except for, among other things, obligations to register the transfer
or exchange of the debt securities, to replace temporary or mutilated,
destroyed, lost or stolen debt securities, to maintain an office or agency
with respect to the debtsecurities and to hold moneys for payment in trust)
("legal defeasance") or (2) to be released from our obligations to comply with
the restrictive covenants under the indenture, and any omission to comply with
those obligations willnot constitute a default or an event of default with
respect to the debt securities of a series and clauses (4) and (7) under
"--Events of Default" will no longer
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be applied ("covenant defeasance"). Legal defeasance or covenant defeasance,
as the case may be, will be conditioned upon, among other things, the
irrevocable deposit by us with thetrustee, in trust, of an amount in U.S.
dollars, or U.S. government obligations, or both, applicable to the debt
securities of that series which through the scheduled payment of principal and
interest in accordance with their terms will providemoney in an amount
sufficient to pay the principal of and premium, if any, and interest on the
debt securities on the scheduled due dates therefor.
If weeffect covenant defeasance with respect to the debt securities of any
series, the amount in U.S. dollars, or U.S. government obligations, or both,
on deposit with the trustee will be sufficient, in the opinion of a nationally
recognized firm ofindependent accountants, to pay amounts due on the debt
securities of that series at the time of the stated maturity but may not be
sufficient to pay amounts due on the debt securities of that series at the
time of the acceleration resulting fromthat event of default. However, we
would remain liable to make payment of amounts due at the time of acceleration.
We will be required to deliver to thetrustee an opinion of counsel that the
deposit and related defeasance will not cause the holders and beneficial
owners of the debt securities of that series to recognize income, gain or loss
for federal income tax purposes. If we elect legaldefeasance, that opinion of
counsel must be based upon a ruling from the U.S. Internal Revenue Service or
a change in law to that effect.
We may exerciseour legal defeasance option notwithstanding our prior exercise
of our covenant defeasance option.
Same-Day
Settlement and Payment
Unless otherwise provided in the applicable prospectus supplement, the debt
securities will trade in the
same-day
funds settlement system of DTC until maturity or until we issue the debt
securities in certificated form. DTC will therefore require secondary market
trading activity in the debt securities to settle inimmediately available
funds. We can give no assurance as to the effect, if any, of settlement in
immediately available funds on trading activity in the debt securities.
Book-Entry; Delivery and Form; Global Securities
Unlessotherwise specified in the applicable prospectus supplement, the debt
securities of each series will be issued in the form of one or more global
debt securities, in definitive, fully registered form without interest
coupons, each of which we referto as a "global security." Each global security
will be deposited with the trustee as custodian for DTC and registered in the
name of a nominee of DTC in New York, New York for the accounts of
participants in DTC.
Investors may hold their interests in a global security directly through DTC
if they are DTC participants, or indirectly through organizations that are
DTCparticipants. Except in the limited circumstances described below, holders
of debt securities represented by interests in a global security will not be
entitled to receive their debt securities in fully registered certificated
form.
DTC has advised us as follows: DTC is a limited-purpose trust company
organized under New York Banking Law, a "banking organization" within
themeaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code and a "clearing agency" registered pursuant to the provisions
ofSection 17A of the Exchange Act. DTC was created to hold securities of
institutions that have accounts with DTC ("participants") and to facilitate
the clearance and settlement of securities transactions among its participants
in thosesecurities through electronic book-entry changes in accounts of the
participants, thereby eliminating the need for physical movement of securities
certificates. DTC's participants include both U.S. and
non-U.S.
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations. Access to DTC's book-entry system is also
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available to others, such as both U.S. and
non-U.S.
securities brokers and dealers, banks, trust companies and clearing
corporations that clear through ormaintain a custodial relationship with a
participant, whether directly or indirectly.
Ownership of Beneficial Interests
Upon the issuance of each global security, DTC will credit, on its book-entry
registration and transfer system, the respective principal amount of
theindividual beneficial interests represented by the global security to the
accounts of participants. Ownership of beneficial interests in each global
security will be limited to participants or persons that may hold interests
through participants.Ownership of beneficial interests in each global security
will be shown on, and the transfer of those ownership interests will be
effected only through, records maintained by DTC (with respect to
participants' interests) and those participants(with respect to the owners of
beneficial interests in the global security other than participants).
So long as DTC or its nominee is the registeredholder and owner of a global
security, DTC or that nominee, as the case may be, will be considered the sole
legal owner of the debt security represented by the global security for all
purposes under the indenture, the debt securities and applicablelaw. Except as
set forth below, owners of beneficial interests in a global security will not
be entitled to receive certificated debt securities and will not be considered
to be the owners or holders of any debt securities represented by the
globalsecurity. We understand that under existing industry practice, in the
event an owner of a beneficial interest in a global security desires to take
any actions that DTC, as the holder of the global security, is entitled to
take, DTC would authorizethe participants to take that action, and that
participants would authorize beneficial owners owning through those
participants to take that action or would otherwise act upon the instructions
of beneficial owners owning through them. No beneficialowner of an interest in
a global security will be able to transfer that interest except in accordance
with DTC's applicable procedures, in addition to those provided for under the
indenture. Because DTC can only act on behalf of participants,who in turn act
on behalf of others, the ability of a person having a beneficial interest in a
global security to pledge that interest to persons that do not participate in
the DTC system, or otherwise to take actions in respect of that interest,may
be impaired by the lack of a physical certificate representing that interest.
All payments on the debt securities represented by a global securityregistered
in the name of and held by DTC or its nominee will be made to DTC or its
nominee, as the case may be, as the registered owner and holder of the global
security.
We expect that DTC or its nominee, upon receipt of any payment of principal or
premium, if any, or interest in respect of a global security, will
creditparticipants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of the global security
as shown on the records of DTC or its nominee. We also expect that payments by
participants toowners of beneficial interests in the global security held
through those participants will be governed by standing instructions and
customary practices as is now the case with securities held for accounts for
customers registered in the names ofnominees for those customers. These
payments, however, will be the responsibility of those participants and
indirect participants, and none of we, the trustee or any paying agent will
have any responsibility or liability for any aspect of therecords relating to,
or payments made on account of, beneficial ownership interests in any global
security or for maintaining, supervising or reviewing any records relating to
those beneficial ownership interests or for any other aspect of therelationship
between DTC and its participants or the relationship between those
participants and the owners of beneficial interests in a global security.
Unless and until it is exchanged in whole or in part for certificated debt
securities, each global security may not be transferred except as a whole by
DTC toa nominee of DTC or by a nominee of DTC to DTC or another nominee of
DTC. Transfers between participants in DTC will be effected in the ordinary
way in accordance with DTC rules and will be settled in
same-day
funds.
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We expect that DTC will take any action permitted to be taken by a holder of
debt securities only at thedirection of one or more participants to whose
account the DTC interests in a global security are credited and only in
respect of that portion of the aggregate principal amount of the debt
securities as to which that participant or participants hasor have given that
direction. However, if there is an event of default under the debt securities,
DTC will exchange each global security for certificated debt securities, which
it will distribute to its participants.
Although we expect that DTC will agree to the foregoing procedures in order to
facilitate transfers of interests in each global security among participants
ofDTC, DTC is under no obligation to perform or continue to perform those
procedures, and those procedures may be discontinued at any time. Neither we
nor the trustee will have any responsibility for the performance or
nonperformance by DTC or itsparticipants or indirect participants of their
respective obligations under the rules and procedures governing their
operations.
The indenture providesthat the global securities will be exchanged for debt
securities in certificated form of like tenor and of an equal principal
amount, in authorized denominations in the following limited circumstances:
(1) DTC notifies us that it is unwilling or unable to continue as depository or if DTC ceases to
be eligible underthe indenture and we do not appoint a successor depository within 90 days;
(2) we determine that the debt securities will no longer be represented by global
securities and execute anddeliver to the trustee an order to that effect; or
(3) an event of default with respect to the debt securities has occurred and is continuing.
These certificated debt securities will be registered in the name or names as
DTC instructs the trustee. It is expected that those instructions may be
basedupon directions received by DTC from participants with respect to
ownership of beneficial interests in global securities.
The information in this sectionof this prospectus concerning DTC and DTC's
book-entry system has been obtained from sources that we believe to be
reliable.
Euroclear andClearstream
If the depositary for a global security is DTC, you may hold interests in the
global security through Clearstream Banking,
societe anonyme
, which we refer to as "Clearstream," or Euroclear Bank SA/NV, as operator of
the Euroclear System, which we refer to as "Euroclear," in each case, as a
participant in DTC. Euroclear andClearstream will hold interests, in each
case, on behalf of their participants through customers' securities accounts
in the names of Euroclear and Clearstream on the books of their respective
depositaries, which in turn will hold thoseinterests in customers' securities
in the depositaries' names on DTC's books.
Payments, deliveries, transfers, exchanges, notices andother matters relating
to the debt securities made through Euroclear or Clearstream must comply with
the rules and procedures of those systems. Those systems could change their
rules and procedures at any time. We have no control over those systemsor
their participants, and we take no responsibility for their activities.
Transactions between participants in Euroclear or Clearstream, on one hand,
and other participants in DTC, on the other hand, would also be subject to
DTC's rules andprocedures.
Investors will be able to make and receive through Euroclear and Clearstream
payments, deliveries, transfers, exchanges, notices and othertransactions
involving any securities held through those systems only on days when those
systems are open for business. Those systems may not be open for business on
days when banks, brokers and other institutions are open for business in the
UnitedStates.
In addition, because of time-zone differences, U.S. investors who hold their
interests in the debt securities through these systems and wish on aparticular
day, to transfer their interests, or to receive or make a payment or delivery
or exercise any other right with respect to their interests, may find that the
transaction will not be
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effected until the next business day in Luxembourg or Brussels, as applicable.
Thus, investors who wish to exercise rights that expire on a particular day
may need to act before the expirationdate. In addition, investors who hold
their interests through both DTC and Euroclear or Clearstream may need to make
special arrangements to finance any purchase or sales of their interests
between the U.S. and European clearing systems, and thosetransactions may
settle later than transactions within one clearing system.
Governing Law
The indenture and the debt securities will be governed by, and construed in
accordance with, the laws of the State of New York.
Regarding the Trustee
Deutsche Bank Trust CompanyAmericas is the trustee under the indenture. As of
the date of this prospectus, the corporate trust office of the trustee is
located at 1 Columbus Circle, 17th Floor, Mail Stop: NYC01-1710, New York, New
York 10019.
The trustee is permitted to engage in transactions, including commercial
banking and other transactions, with us and our subsidiaries from time to
time;provided that if the trustee acquires any conflicting interest it must
eliminate that conflict upon the occurrence of an event of default, or else
resign.
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DESCRIPTION OF GUARANTEES
Guarantees of Mastercard Incorporated may be issued from time to time in
connection with debt securities. This description does not contain all of
theinformation that you may find useful. The particular terms of the
guarantees of debt securities and related agreements will be described in the
prospectus supplement relating to those debt securities to be guaranteed.
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DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock is a summary and is qualified
in its entirety by reference to our Amended and Restated Certificate
ofIncorporation and Amended and Restated
By-Laws,
which are incorporated by reference as exhibits to the registration statement
of which this prospectus forms a part, and by applicable law. We are not
offeringany shares of Class B common stock pursuant to this prospectus.
Authorized Capitalization
Our authorized capital stock consists of 3,000,000,000 shares of Class A
common stock, par value $.0001 per share, 1,200,000,000 shares of Class
Bcommon stock, par value $.0001 per share, and 300,000,000 shares of preferred
stock, par value $.0001 per share.
Common Stock
Voting Rights
. Each share of Class A common stock entitles its holder to one vote per share.
Except as may be required by Delaware law, holders of Class B common stock are
not entitled to vote and have no voting power.
Dividend Rights
. Our Class A common stock and Class B common stock share equally (on a per
share basis) in any dividend declared byour board of directors, subject to any
preferential or other rights of any outstanding preferred stock and to the
distinction that any stock dividends will be paid in shares of Class A common
stock to the holders of our Class A commonstock and in shares of Class B
common stock to the holders of our Class B common stock.
Liquidation Rights
. Upon liquidation,dissolution or winding up, our Class A common stock and
Class B common stock will be entitled to receive ratably the assets available
for distribution to the stockholders after payment of liabilities and payment
of preferential and otheramounts, if any, payable on any outstanding preferred
stock.
Conversion Right of Class
B Common Stock
.Subject to the provisions of our amended and restated certificate of
incorporation that prohibit our members and former members, and any person
that is an operator, member or licensee of any competing general purpose
payment card system, and anyaffiliate of any such person, from beneficially
owning any share of Class A common stock or of any other class of our stock
with general voting power, each share of Class B common stock will be
convertible, at the holder's option,into a share of Class A common stock on a
one-for-one
basis.
Beneficial Ownership Limitations.
Class
A Common Stock and Other Voting Stock.
Subject to limited exceptions, our amended and restated certificate of
incorporationprohibits any person from beneficially owning (a) shares of Class
A common stock representing more than 15% of the aggregate outstanding shares
or voting power of Class A common stock, (b) shares of any other class or
series ofour stock entitled to vote generally in the election of directors
("other voting stock") representing more than 15% of the aggregate outstanding
shares or voting power of such class or series, or (c) shares of Class A
commonstock and/or other voting stock representing more than 15% of the
aggregate voting power of all our then outstanding shares of stock entitled to
vote at an election of directors, voting as a single class. In addition, no
member or former member ofMastercard International or person that is an
operator, member or licensee of any competing general purpose payment card
system, or any affiliate of any such person, may beneficially own any share of
Class A common stock or of other votingstock, except during a transitory
period no longer than 30 days following a permitted conversion of shares of
Class B common stock into shares of Class A common stock. Members of
Mastercard International are not permitted to vote anyshares of Class A common
stock beneficially owned by them.
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Any attempted transfer of Class A common stock or other voting stock which, if
effective, would resultin violation of the ownership limits discussed above,
will cause the number of shares causing the violation (rounded to the next
highest whole share) to be automatically transferred to a trust for the
exclusive benefit of one or more charitablebeneficiaries. The automatic
transfer will be deemed to be effective as of the close of business on the
business day prior to the date of the transfer. Shares of Class A common stock
or other voting stock held in the trust will be issued andoutstanding shares.
The Prohibited Owner (as defined in Mastercard's amended and restated
certificate of incorporation) with respect to suchpurported transfer will not
benefit economically from ownership of any shares of Class A common stock or
other voting stock held in the trust, will have no rights to dividends or
other distributions and no rights to vote or other rightsattributable to the
shares of Class A common stock or other voting stock held in the trust. The
trustee of the trust will have all voting rights and rights to dividends or
other distributions with respect to shares of Class A common stockor other
voting stock held in the trust. These rights will be exercised for the
exclusive benefit of the charitable beneficiary.
Any dividend or otherdistribution paid prior to Mastercard's discovery that
shares of Class A common stock or other voting stock have been transferred to
the trust has to be paid by the recipient to the trustee upon demand. Any
dividend or other distributionauthorized but unpaid will be paid when due to
the trustee. Any dividend or distribution paid to the trustee will be held in
trust for the charitable beneficiary. Subject to applicable law, the trustee
will have the authority (1) to rescind asvoid any vote cast by the Prohibited
Owner prior to Mastercard's discovery that the shares have been transferred to
the trust and (2) to recast the vote in accordance with the desires of the
trustee acting for the benefit of the charitablebeneficiary. However, if
Mastercard has already taken corporate action, then the trustee will not have
the authority to rescind and recast the vote.
Within 20 days of receiving notice from Mastercard that shares of its stock
have been transferred to the trust, the trustee must sell the shares to a
persondesignated by the trustee, whose ownership of the shares will not
violate the above ownership limitations. Upon the sale, the interest of the
charitable beneficiary in the shares sold will terminate, and the trustee will
distribute the net proceedsof the sale to the Prohibited Owner and to the
charitable beneficiary as follows. The Prohibited Owner will receive the
lesser of (1) the price paid by the Prohibited Owner for the shares or, if the
Prohibited Owner did not give value for theshares in connection with the event
causing the shares to be held in the trust (e.g., a gift, devise or other
similar transaction), the Market Price (as defined in Mastercard's amended and
restated certificate of incorporation) of the shares onthe day of the event
causing the shares to be held in the trust and (2) the price received by the
trustee from the sale or other disposition of the shares. Any net sale
proceeds in excess of the amount payable to the Prohibited Owner will bepaid
immediately to the charitable beneficiary. If, prior to Mastercard's discovery
that shares of its stock have been transferred to the trust, the shares are
sold by the Prohibited Owner, then (1) the shares shall be deemed to have
beensold on behalf of the trust and (2) to the extent that the Prohibited
Owner received an amount for the shares that exceeds the amount he was
entitled to receive, the excess shall be paid to the trustee upon demand.
In addition, shares of Class A common stock or other voting stock held in the
trust transferred to the trustee may be redeemed by Mastercard, or
itsdesignee, at a price per share equal to the lesser of (1) the price per
share in the transaction that resulted in such transfer to the trust (or, in
the case of a devise, gift or other such transaction, the Market Price at the
time of suchdevise or gift or other such transaction) and (2) the Market Price
on the date Mastercard, or its designee, elects to redeem such shares.
Mastercard may reduce the amount payable to the Prohibited Owner by the amount
of dividends anddistributions which has been paid to the Prohibited Owner and
are owed by the Prohibited Owner to the trustee. Mastercard may pay the amount
of such reduction to the trustee for the benefit of the charitable
beneficiary. Mastercard shall have theright to redeem such shares until the
trustee has sold the shares held in the trust. Upon such a redemption, the
interest of the charitable beneficiary in the shares shall terminate and the
trustee shall distribute the net proceeds of the redemptionto the Prohibited
Owner. Except as described above, shares of Class A common stock are not
redeemable.
Class
B Common Stock.
Shares of Class B common stock may be held only by either principal members of
Mastercard International, which participate directly in Mastercard
International's business, or affiliate members
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of Mastercard International, which participate indirectly in Mastercard
International's business through a principal member (collectively, "members"),
by Mastercard, or asubsidiary of Mastercard, or by Mastercard's directors,
officers or employees. Any transfer that would result in a violation of this
ownership limitation will be void. Mastercard, or its designee, may redeem any
shares of Class B commonstock held by a person prohibited from holding such
shares.
Other Matters
. Holders of our common stock do not have preemptive orsubscription rights. We
will issue all shares of our capital stock in uncertificated form unless our
board of directors determines that any particular series will be issued in
certificated form.
Preferred Stock
Our amended and restated certificate ofincorporation authorizes our board of
directors to establish one or more series of preferred stock (including
convertible preferred stock). Unless required by law or by any stock exchange,
the authorized shares of preferred stock will be availablefor issuance without
further action by our stockholders. Our board of directors is able to
determine, with respect to any series of preferred stock, the terms and rights
of that series, including:
. the designation of the series;
. the number of shares of the series, which our board may, except where otherwise provided in the
preferred stockdesignation, increase or decrease, but not below the number of shares then outstanding;
. whether dividends, if any, will be cumulative or
non-cumulative
and thedividend rate of the series;
. the dates at which dividends, if any, will be payable;
. the redemption rights and price or prices, if any, for shares of the series;
. the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series;
. the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolutionor
winding-up
of the affairs of our company;
. whether the shares of the series will be convertible into shares of any other class or series, or any othersecurity,
of our company or any other corporation, and, if so, the specification of the other class or series or
other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of
which the shares will beconvertible and all other terms and conditions upon which the conversion may be made;
. restrictions on the issuance of shares of the same series or of any other class or series; and
. the voting rights, if any, of the holders of the series.
Accordingly, we could issue a series of preferred stock that could, depending
on the terms of the series, impede or discourage an acquisition attempt or
othertransaction that some, or a majority, of Class A common stockholders
might believe to be in their best interests or in which Class A common
stockholders might receive a premium for their Class A common stock over the
market price ofthe Class A common stock.
Authorized but Unissued Capital Stock
Delaware law does not require stockholder approval for any issuance of
authorized shares. However, the listing requirements of the New York Stock
Exchange,which would apply so long as the Class A common stock remains listed
on the New York Stock Exchange, require stockholder approval of certain
issuances equal to or
exceeding 20% of the then outstanding voting power or then outstanding number
of shares of Class A common stock. These additional shares may be used for
avariety of corporate purposes, including future public offerings, to raise
additional capital or to facilitate acquisitions.
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One of the effects of the existence of unissued and unreserved Class A common
stock or preferred stockmay be to enable our board of directors to issue
shares to persons friendly to current management, which issuance could render
more difficult or discourage an attempt to obtain control of our company by
means of a merger, tender offer, proxy contestor otherwise, and thereby
protect the continuity of our management and possibly deprive the stockholders
of opportunities to sell their shares of Class A common stock at prices higher
than prevailing market prices.
Anti-Takeover Effects of Certain Provisions of our Amended and Restated
Certificate of Incorporation and
By-Laws
Beneficial Ownership Limitations
Asdescribed above, subject to limited exceptions, our amended and restated
certificate of incorporation prohibits any person from beneficially owning
more than 15% of any of the Class A common stock or any other class or series
of our stockentitled to vote, or more than 15% of our total voting power. In
addition, no member or former member of Mastercard International, or any
operator, member or licensee of any competing general purpose payment card
system, or any affiliate of any suchperson, may beneficially own any share of
Class A common stock or any other class or series of our stock entitled to
vote generally in the election of directors, except during a transitory period
no longer than 30 days following a permittedconversion of shares of Class B
common stock into shares of Class A common stock.
These ownership limitations could delay, defer or prevent atransaction or a
change in control that might involve a premium price for the holders of Class
A common stock and/or Class B common stock or otherwise be in their best
interest.
Board Size
Our amended and restated certificateof incorporation provides that the number
of directors is fixed from time to time exclusively pursuant to a resolution
adopted by the board, but must consist of not less than three or more than
fifteen directors.
Vacancies
Our amended and restated certificate ofincorporation and
by-laws
provide that any vacancies on our board of directors will be filled only by
the affirmative vote of a majority of the remaining directors who are not
Industry Directors (as definedbelow), although less than a quorum. If our
board of directors consists solely of Industry Directors, the affirmative vote
of a majority of the directors then in office, although less than a quorum, or
of the sole remaining director, is required tofill any vacancy. If any
applicable provision of the General Corporation Law of the State of Delaware
expressly confers power on stockholders to fill such a directorship at a
special meeting of stockholders, such a directorship may be filled at
suchmeeting only by the affirmative vote of at least 80% of the votes cast
thereon by the outstanding shares of the Company then entitled to vote at an
election of directors, voting together as a single class.
An "Industry Director" is defined in our amended and restated certificate of
incorporation as any director, other than a director who is an officeror
employee of the Company or any of its subsidiaries, who is presently, or who
has been, within the prior 18 months, previously affiliated with:
. any person that on May 30, 2006 was, or thereafter shall have become or shall become,
a"Class A" (or principal) member or affiliate member of Mastercard International or
licensee of any of the Company's or Mastercard International's brands, or an affiliate
of any of the foregoing, whether or not such personcontinues to retain such status; or
. any person that is an operator, member or licensee of any general purpose payment
card system that competes withthe Company, or any affiliate of such a person.
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No Cumulative Voting
The General Corporation Law of the State of Delaware provides that
stockholders are not entitled to the right to cumulate votes in the election
of directorsunless our amended and restated certificate of incorporation
provides otherwise. Our amended and restated certificate of incorporation does
not provide for cumulative voting.
No Stockholder Action by Written Consent; Calling of Special Meetings of
Stockholders
Our amended and restated certificate of incorporation prohibits stockholder
action by written consent by the holders of Class A common stock. It
alsoprovides that special meetings of our stockholders may be called as set
forth in our
by-laws.
Our
by-laws
provide that such meetings may be called only (i) by or atthe direction of the
board of directors, our chief executive officer or the chairman of the board,
or (ii) upon the written request delivered to the corporate secretary in the
manner provided in our
by-laws,
signed and dated by one or more stockholders of record, or our beneficial
owners, if any, who own, and, in each case, who have owned continuously for at
least one year not less than 15% of the votingpower of the outstanding shares
of our Class A common stock entitled to vote on each of the matters proposed
to be considered at such special meeting and who have complied with all
respects of our
by-laws.
Advance Notice Requirements for Stockholder Proposals and Director Nominations
Our
by-laws
provide that stockholders seeking to nominate candidates for election as
directors or to bring businessbefore an annual meeting of stockholders must
provide timely notice of their proposal in writing to the corporate secretary.
Generally, to be timely, astockholder's notice must be received in the manner
provided in our
by-laws
not less than 90 nor more than 120 days prior to the first anniversary of the
previous year's annual meeting. Our
by-laws
also specify requirements as to the form and content of a stockholder's notice.
These provisions mayimpede stockholders' ability to bring matters before an
annual meeting of stockholders or make nominations for directors at an annual
meeting of stockholders.
Limitations on Liability and Indemnification of Officers and Directors
The General Corporation Law of the State of Delaware authorizes corporations
to limit or eliminate the personal liability of directors to corporations
andtheir stockholders for monetary damages for breaches of directors'
fiduciary duties. Our amended and restated certificate of incorporation
includes a provision that eliminates the personal liability of directors for
monetary damages for anybreach of fiduciary duty in such capacity, except to
the extent such exemption from liability or limitation thereof is not
permitted under the General Corporation Law of the State of Delaware.
Our amended and restated certificate of incorporation provides that we must
indemnify our directors, any
non-voting
advisor to our board of directors and our officers to the fullest extent
authorized by the General Corporation Law of the State of Delaware. We are
also expressly authorized to carry directors' and officers' insurance for the
benefit ofour directors, officers and certain employees. We believe that these
indemnification provisions and insurance are useful to attract and retain
qualified directors and executive officers.
The limitation of liability and indemnification provisions in our amended and
restated certificate of incorporation and
by-laws
may discourage stockholders from bringing a lawsuit against directors for
breach of their fiduciary duty. These provisions may also have the effect of
reducing the likelihood of litigation againstdirectors and officers, even
though such an action, if successful, might otherwise benefit us and our
stockholders.
In addition, your investment may beadversely affected to the extent we pay the
costs of settlement and damage awards against directors and officers pursuant
to these indemnification provisions.
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There is currently no pending material litigation or proceeding involving any
of our directors, officers oremployees for which indemnification is sought.
Amendments
The General Corporation Law of the State of Delaware provides generally that
the affirmative vote of a majority of the outstanding shares then entitled
tovote, voting together as a single class, is required to amend our amended
and restated certificate of incorporation, unless the amended and restated
certificate of incorporation requires a greater percentage, which it does not.
Our amended and restated certificate of incorporation grants our board of
directors the authority to amend and repeal our
by-laws
without a stockholder vote in any manner not inconsistent with the laws of the
State of Delaware or our amended and restated certificate of incorporation.
Notwithstanding the foregoing, our amended andrestated certificate of
incorporation also provides that our
by-laws
may be amended by the stockholders only by an affirmative vote of at least a
majority of all of the outstanding shares then entitled to voteat an election
of directors.
Stock Ownership of Mastercard Foundation
As of February 8, 2024, Mastercard Foundation owned 97,543,508 shares of Class
A common stock. At the time of our initial public offering, we donated134,969,33
0 newly-issued shares of our Class A common stock to Mastercard Foundation.
Mastercard Foundation is a global private charitable foundation incorporated
in Canada that is controlled by directors who are independent of the Company
andits principal customers. Historically, Mastercard Foundation had been
restricted from selling or otherwise transferring its shares of Class A common
stock prior to May 1, 2027, except to the extent necessary to satisfy its
charitabledisbursement requirements. In July 2023, pursuant to an application
in consultation with Mastercard, Mastercard Foundation received court approval
to advance that date to January 1, 2024. As a result, Mastercard Foundation is
now permitted tosell all or part of its remaining shares, subject to certain
conditions. Mastercard Foundation would do so pursuant to an orderly and
structured plan to diversify its Mastercard shares over a seven-year period,
while remaining a long-term Mastercardstockholder and retaining a significant
holding of Mastercard shares in its portfolio.
The ownership of Class A common stock by MastercardFoundation, together with
the seven-year diversification plan, could discourage or make more difficult
acquisition proposals favored by the other holders of the Class A common
stock. In addition, because Mastercard Foundation intends to sellits shares
over an extended period of time, it may not have the same interest in short or
medium-term movements in our stock price as, or incentive to approve a
corporate action that may be favorable to, our other stockholders.
Delaware Law Anti-Takeover Statute
We are aDelaware corporation and have expressly elected not to be subject to
Section 203 of the General Corporation Law of the State of Delaware.
Notwithstanding the foregoing, our amended and restated certificate of
incorporation contain provisionsthat have a similar effect to Section 203.
Subject to certain exceptions specified in our amended and restated
certificate of incorporation, we shall not engage in certain "business
combinations" with any "interestedstockholder" for a three-year period
following the time that the stockholder became an interested stockholder
unless:
. prior to such time, our board of directors approved either the business combination or
the transaction thatresulted in the stockholder becoming an interested stockholder;
. upon consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, theinterested stockholder
owned at least 85% of our voting stock outstanding at the
time the transaction commenced, excluding certain shares; or
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. at or subsequent to that time, the business combination is approved by our board of directors and by theaffirmative
vote of holders of at least a majority of the outstanding voting stock that is not owned by the interested stockholder.
Generally, a "business combination" includes a merger, asset or stock sale or
other transaction resulting in a financial benefit to the interestedstockholder.
Subject to certain exceptions, an "interested stockholder" is a person who,
together with that person's affiliates and associates, owns, or within the
previous three years did own, 15% or more of our voting stock. Ourboard of
directors has approved Mastercard Foundation becoming a holder of more than
15% of our Class A common stock.
Under certain circumstances,our amended and restated certificate of
incorporation make it more difficult for a person who would be an "interested
stockholder" to effect various business combinations with a corporation for a
three year period. The provisions of ouramended and restated certificate of
incorporation may encourage companies interested in acquiring our company to
negotiate in advance with our board of directors because the stockholder
approval requirement would be avoided if our board of directorsapproves either
the business combination or the transaction that results in the stockholder
becoming an interested stockholder. These provisions also may make it more
difficult to accomplish transactions that stockholders may otherwise deem to
be intheir best interests.
Transfer Agent and Registrar
The transfer agent and registrar for our Class A common stock is EQ Shareowner
Services.
Listing
Our Class A common stock is listedon the New York Stock Exchange under the
symbol "MA."
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DESCRIPTION OF DEPOSITARY SHARES
The following description of shares represented by depositary shares sets
forth certain general terms and provisions of depositary agreements,
depositaryshares and depositary receipts. This summary does not contain all of
the information that you may find useful. The particular terms of the
depositary shares and related agreements and receipts will be described in the
prospectus supplement relatingto those depositary shares. For more
information, you should review the relevant form of deposit agreement and
relevant form of depositary receipts, which are or will be filed with the SEC.
General
We may elect to have shares represented bydepositary shares. The shares
underlying the depositary shares will be deposited under a separate deposit
agreement between us and a bank or trust company we select. The prospectus
supplement relating to a series of depositary shares will set forththe name
and address of this share depositary. Subject to the terms of the deposit
agreement, each owner of a depositary share will be entitled, proportionately,
to all the rights, preferences and privileges of the share represented by
suchdepositary share (including dividend, voting, redemption, conversion,
exchange and liquidation rights).
The depositary shares will be evidenced bydepositary receipts issued pursuant
to the deposit agreement, each of which will represent the applicable interest
in a number of shares, or fraction thereof, as described in the applicable
prospectus supplement.
A holder of depositary shares will be entitled to receive the shares (but only
in whole shares) underlying those depositary shares. If the depositary
receiptsdelivered by the holder evidence a number of depositary shares in
excess of the whole number of shares to be withdrawn, the depositary will
deliver to that holder at the same time a new depositary receipt for the
excess number of depositary shares.
Unless otherwise specified in the applicable prospectus supplement, the
depositary agreement, the depositary shares and the depositary receipts will
begoverned by and construed in accordance with the law of the State of New
York.
Dividends and Other Distributions
The share depositary will distribute all cash dividends or other cash
distributions in respect of the shares to the record holders of depositary
receipts inproportion, insofar as possible, to the number of depositary shares
owned by those holders.
If there is a distribution other than in cash in respect ofthe shares, the
share depositary will distribute property received by it to the record holders
of depositary receipts in proportion, insofar as possible, to the number of
depositary shares owned by those holders, unless the share depositarydetermines
that it is not feasible to make such a distribution. In that case, the share
depositary may, with our approval, adopt any method that it deems equitable
and practicable to effect the distribution, including a public or private sale
of theproperty and distribution of the net proceeds from the sale to the
holders.
The amount distributed in any of the above cases will be reduced by anyamount
we or the share depositary are required to withhold on account of taxes.
Conversion and Exchange
If any share underlying the depositary shares is subject to provisions
relating to its conversion or exchange as set forth in an applicable
prospectussupplement, each record holder of depositary shares will have the
right or obligation to convert or exchange those depositary shares pursuant to
those provisions.
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Redemption of Depositary Shares
Whenever we redeem a share held by the share depositary, the share depositary
will redeem as of the same redemption date a proportionate number of
depositaryshares representing the shares that were redeemed. The redemption
price per depositary share will be equal to the aggregate redemption price
payable with respect to the number of shares underlying the depositary shares.
If fewer than all thedepositary shares are to be redeemed, the depositary
shares to be redeemed will be selected by lot or proportionately as we may
determine.
After the datefixed for redemption, the depositary shares called for
redemption will no longer be deemed to be outstanding and all rights of the
holders of the depositary shares will cease, except the right to receive the
redemption price.
Voting
Upon receipt of notice of any meeting at whichthe holders of any shares
underlying the depositary shares are entitled to vote, the share depositary
will mail the information contained in the notice to the record holders of the
depositary receipts. Each record holder of the depositary receiptson the
record date (which will be the same date as the record date for the shares)
may then instruct the share depositary as to the exercise of the voting rights
pertaining to the number of shares underlying that holder's depositary shares.
Theshare depositary will try to vote the number of shares underlying the
depositary shares in accordance with the instructions, and we will agree to
take all reasonable action which the share depositary deems necessary to
enable the share depositary todo so. The share depositary will abstain from
voting the shares to the extent that it does not receive specific written
instructions from holders of depositary receipts representing the share.
Record Date
Whenever
. any cash dividend or other cash distribution becomes payable, any distribution other than cash
is made, or anyrights, preferences or privileges are offered with respect to the shares; or
. the share depositary receives notice of any meeting at which holders of shares are entitled to vote or of whichholders of
shares are entitled to notice, or of the mandatory conversion of or any election by us to call for the redemption of any share,
the share depositary will in each instance fix a record date (which will be
the same as the record date for the shares) for the determination of the
holdersof depositary receipts:
. who will be entitled to receive dividend, distribution, rights, preferences or privileges or the net proceeds ofany sale; or
. who will be entitled to give instructions for the exercise of voting rights at any such meeting or to
receivenotice of the meeting or the redemption or conversion, subject to the provisions of the deposit agreement.
Amendment and Terminationof the Deposit Agreement
We and the share depositary may at any time agree to amend the form of
depositary receipt and any provision of the depositagreement. However, any
amendment that materially and adversely alters the rights of holders of
depositary shares will not be effective unless the amendment has been approved
by the holders of at least a majority of the depositary shares thenoutstanding.
The deposit agreement may be terminated by us or by the share depositary only
if all outstanding shares have been redeemed or if a final distribution in
respect of the underlying shares has been made to the holders of the
depositaryshares in connection with the liquidation, dissolution or winding up
of us.
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Charges of Share Depositary
We will pay all charges of the share depositary including charges in
connection with the initial deposit of the shares, the initial issuance of the
depositaryreceipts, the distribution of information to the holders of
depositary receipts with respect to matters on which the share is entitled to
vote, withdrawals of the share by the holders of depositary receipts or
redemption or conversion of the share,except for taxes (including transfer
taxes, if any) and other governmental charges and any other charges expressly
provided in the deposit agreement to be at the expense of holders of
depositary receipts or persons depositing shares.
Notices
The depositary will forward to holders ofdepositary receipts all notices,
reports and other communications, including proxy solicitation materials
received from us, that are delivered to the depositary and that we are
required to furnish to the holders of the shares underlying thedepositary
shares. In addition, the depositary will make available for inspection by
holders of depositary receipts at the principal office of the depositary, and
at such other places as it may from time to time deem advisable, any reports
andcommunications we deliver to the depositary as the holder of the shares
underlying the depositary shares.
Miscellaneous
Neither we nor the share depositary will be liable if either of us is
prevented or delayed by law or any circumstance beyond our control in
performing anyobligations under the deposit agreement. The obligations of the
share depositary under the deposit agreement are limited to performing its
duties under the agreement without negligence or bad faith. Our obligations
under the deposit agreement arelimited to performing our duties in good faith.
Neither we nor the share depositary is obligated to prosecute or defend any
legal proceeding in respect of any depositary shares or shares unless
satisfactory indemnity is furnished. We and the sharedepositary may rely on
advice of or information from counsel, accountants or other persons that they
believe to be competent and on documents that they believe to be genuine. The
share depositary may resign at any time or be removed by us, effectiveupon the
acceptance by its successor of its appointment. If we have not appointed a
successor share depositary and the successor depositary has not accepted its
appointment within 60 days after the share depositary delivered a resignation
notice tous, the share depositary may terminate the deposit agreement. See
"--Amendment and Termination of the Deposit Agreement" above.
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DESCRIPTION OF PURCHASE CONTRACTS
The following description sets forth certain general terms and provisions of
the purchase contracts that we may offer from time to time. This summary does
notcontain all of the information that you may find useful. The particular
terms of any purchase contract that we may offer and the related agreements
will be described in the prospectus supplement relating to those purchase
contracts. For moreinformation, you should review the relevant form of
purchase contract and the relevant form of pledge agreement for purchase
contracts, if any, which are or will be filed with the SEC.
If we offer any purchase contracts, certain terms of that series of purchase
contracts will be described in the applicable prospectus supplement,
including,without limitation, the following:
. the price of the securities or other property subject to the purchase contracts (which may
be determined byreference to a specific formula described in the purchase contracts);
. whether the purchase contracts are issued separately, or as a part of
units each consisting of a purchasecontract and one or more of our other
securities or securities of an unaffiliated entity, including U.S. Treasury
securities, securing the holder's obligations under the purchase contract;
. any requirement for us to make periodic payments to holders or vice versa, and whether the payments are unsecuredor
pre-funded;
. any provisions relating to any security provided for the purchase contracts;
. whether the purchase contracts obligate the holder or us to purchase
or sell, or both purchase and sell, thesecurities subject to
purchase under the purchase contract, and the nature and amount of
each of those securities, or the method of determining those amounts;
. whether the purchase contracts are to be prepaid or not;
. whether the purchase contracts are to be settled by delivery, or by reference or linkage to the
value,performance or level of the securities subject to purchase under the purchase contract;
. any acceleration, cancellation, termination or other provisions relating to the settlement of the purchasecontracts;
. a discussion of certain United States federal income tax considerations applicable to the purchase contracts;
. whether the purchase contracts will be issued in fully registered or global form; and
. any other terms of the purchase contracts and any securities subject to such purchase contracts.
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DESCRIPTION OF UNITS
The following description sets forth certain general terms and provisions of
the units that we may offer from time to time. This summary does not contain
allof the information that you may find useful. The particular terms of any of
the units that we may offer and the related agreements will be described in
the prospectus supplement relating to those units. For more information, you
should review therelevant form of unit agreement and the relevant form of unit
certificate, if any, which are or will be filed with the SEC.
If we offer any units,certain terms of that series of units will be described
in the applicable prospectus supplement, including, without limitation, the
following, as applicable:
. the title of the series of units;
. identification and description of the separate constituent securities comprising the units;
. the price or prices at which the units will be issued;
. the date, if any, on and after which the constituent securities comprising the units will be separatelytransferable;
. a discussion of certain United States federal income tax considerations applicable to the units; and
. any other terms of the units and their constituent securities.
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DESCRIPTION OF WARRANTS
The following description sets forth certain general terms and provisions of
the warrants that we may offer from time to time. This summary does not
containall of the information that you may find useful. The particular terms
of any of the warrants that we may offer and the related agreements will be
described in the prospectus supplement relating to those warrants. For more
information, you shouldreview the relevant form of warrant agreement and the
relevant form of warrant certificate, if any, which are or will be filed with
the SEC.
General
We may issue warrants to purchase our securities or rights (including rights
to receive payment in cash or securities based on the value, rate orprice of
specified commodities, currencies or indices) or securities of other issuers
or any combination of the foregoing. Warrants may be issued independently or
together with any securities and may be attached to or separate from such
securities.Each series of warrants will be issued under a separate warrant
agreement to be entered into between us and a warrant agent we select.
You should reviewthe applicable prospectus supplement for the specific terms
of any warrants that may be offered, including:
. the title of the warrants;
. the aggregate number of the warrants;
. the price or prices at which the warrants will be issued;
. the currency or currencies, including composite currencies, in which the price of the warrants may be payable;
. our securities or rights (including rights to receive payment in cash
or securities based on the value, rate orprice of one or more specified
commodities, currencies or indices) or securities of other issuers or any
combination of the foregoing purchasable upon exercise of such warrants;
. the price at which and the currency or currencies, including composite currencies,
in which the securitiespurchasable upon exercise of the warrants may be purchased;
. the date on which the right to exercise the warrants will commence and the date on which that right will expire;
. if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
. if applicable, the designation and terms of the securities with which the
warrants are issued and the number ofwarrants issued with each such security;
. if applicable, the date on and after which the warrants and the related securities will be separatelytransferable;
. information with respect to book-entry procedures, if any;
. if applicable, a discussion of certain United States federal income tax considerations; and
. any other terms of the warrants, including terms, procedures and
limitations relating to the exchange andexercise of the warrants.
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PLAN OF DISTRIBUTION
We may sell the securities described in this prospectus from time to time in
one or more transactions:
. on the New York Stock Exchange (including through
at-the-market
offerings);
. in the
over-the-counter
market;
. in privately negotiated transactions;
. to purchasers directly;
. to underwriters for public offering and sale by them;
. in a block trade in which a broker/dealer will attempt to sell a block of securities as agent
but may positionand resell a portion of the block as principal to facilitate the transaction;
. through agents;
. through dealers; or
. through a combination of any of the foregoing methods of sale.
We may sell the securities directly to institutional investors or others who
may be deemed to be underwriters within the meaning of the Securities Act,
withrespect to any resale of the securities. To the extent required, a
prospectus supplement will describe the terms of any sale of securities we are
offering hereunder. Direct sales may be arranged by a securities broker-dealer
or other financialintermediary.
To the extent required, the applicable prospectus supplement will name any
underwriter involved in a sale of securities. Underwriters mayoffer and sell
securities at a fixed price or prices, which may be changed, or from time to
time at market prices prevailing at the time of sale, at prices related to
market prices, or at negotiated prices. Underwriters may be deemed to
havereceived compensation from us from sales of securities in the form of
underwriting discounts or commissions and may also receive commissions from
purchasers of securities for whom they may act as agent. Underwriters may be
involved in any
at-the-market
offering of securities by or on our behalf.
Underwriters may sellsecurities to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions (which may be changed from time to time)
from the purchasers for whom they mayact as agent.
Unless otherwise specified in the applicable prospectus supplement, the
obligations of any underwriters to purchase securities will besubject to
certain conditions precedent, and the underwriters will be obligated to
purchase all the securities if any are purchased.
To the extentrequired, the applicable prospectus supplement will set forth
whether or not underwriters may over-allot or effect transactions that
stabilize, maintain or otherwise affect the market price of the securities at
levels above those that mightotherwise prevail in the open market, including,
for example, by entering stabilizing bids, effecting syndicate covering
transactions or imposing penalty bids.
To the extent required, we will name any agent involved in a sale of
securities, as well as any commissions payable by us to such agent, in the
applicableprospectus supplement. Unless otherwise specified in the applicable
prospectus supplement, any such agent will be acting on a best efforts basis
for the period of its appointment.
If we utilize a dealer in the sale of the securities being offered pursuant to
this prospectus, we will sell the securities to the dealer, as principal.
Thedealer may then resell the securities to the public at varying prices to be
determined by the dealer at the time of resale.
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Underwriters, dealers and agents participating in a sale of the securities may
be deemed to be underwritersas defined in the Securities Act, and any
discounts and commissions received by them and any profit realized by them on
resale of the securities may be deemed to be underwriting discounts and
commissions, under the Securities Act. We may haveagreements with
underwriters, dealers and agents to indemnify them against certain civil
liabilities, including liabilities under the Securities Act, and to reimburse
them for certain expenses.
Underwriters or agents and their affiliates may be customers of, engage in
transactions with or perform services for us or our affiliates in the
ordinarycourse of business.
Some or all of the securities may be new issues of securities with no
established trading market. Any underwriters that purchase thesecurities for
public offering and sale may make a market in such securities, but such
underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. We make no assurance as to the liquidity of
or thetrading markets for any securities.
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VALIDITY OF THE SECURITIES
The validity of the securities will be passed upon for us by Davis Polk &
Wardwell LLP, New York, New York.
EXPERTS
Thefinancial statements and management's assessment of the effectiveness of
internal control over financial reporting (which is included in Management's
Report on Internal Control over Financial Reporting) incorporated in this
prospectus byreference to the Annual Report on Form
10-K
for the year ended December 31, 2023 have been so incorporated in reliance on
the report of PricewaterhouseCoopers LLP, an independent registered
publicaccounting firm, given on the authority of said firm as experts in
auditing and accounting.
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Mastercard Incorporated
$% Notes due 20
$% Notes due 20
$% Notes due 20
PRELIMINARYPROSPECTUS SUPPLEMENT
, 2024
Joint Book-Running Managers
BofA Securities
Barclays
Credit Agricole CIB
J.P. Morgan
Mizuho
Wells Fargo Securities
{graphic omitted}