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Share Name | Share Symbol | Market | Type |
---|---|---|---|
MasterCard Incorporated | NYSE:MA | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
5.79 | 1.31% | 449.37 | 450.4999 | 445.56 | 447.23 | 2,536,212 | 01:00:00 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Mastercard Incorporated
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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(4)
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Date Filed:
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•
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The fundamental principles and policies of our program
have not
changed
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We have had strong financial performance during our CEO’s tenure, including in 2016
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ISS’s analysis is impacted by short-term stock market fluctuations, including the brief rotation out of payments stocks following the US Presidential election
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Sincerely,
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José Octavio Reyes Lagunes
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Human Resources and Compensation
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Committee Chairman
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•
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provisions recorded in 2016 and 2015 for litigations with merchants in the U.K. (“U.K. Merchant Litigation Provisions”)
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a settlement charge recorded in 2015 related to the termination of our qualified U.S. defined benefit pension plan in general and administrative expenses (the “U.S. Employee Pension Plan Settlement Charge”)
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the U.K. Merchant Litigation Provisions
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the U.S. Employee Pension Plan Settlement Charge
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provisions recorded in 2012 and 2011 for the U.S. Merchant Litigation Settlement
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a provision recorded in 2009 for litigation settlements
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2016 vs. 2015
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YTD Increase/(Decrease)
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Net Revenue
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Diluted EPS
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Non-GAAP - Excluding Special Items, Currency-Neutral, Normalized Taxes
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13%
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19%
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Significant Tax Items
1
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—
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(7)%
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Non-GAAP - Excluding Special Items, Currency-Neutral
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13%
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11%
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Special Items
2
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—
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—
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FX
3
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(1)%
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(1)%
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GAAP
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11%
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10%
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1.
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Impact of discrete tax benefits and the tax impact of non-recurring repatriation benefits occurring in 2016 and 2015.
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2.
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Impact of the U.K. merchant litigation provisions (2016: $117 million pre-tax, $85 million after-tax or $0.08 per diluted share; 2015: $61 million pre-tax, $44 million after-tax or $0.04 per diluted share) and the termination of the U.S. employee pension plan (2015: $79 million pre-tax, $50 million after-tax or $0.04 per diluted share).
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3.
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Impact of foreign currency for both the translational and transactional impacts.
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CAGR
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2009
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2010
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2011
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2012
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2013
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2014
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2015
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2016
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3-Year
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5-Year
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Since Mr. Banga became CEO
2
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Net Revenue
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$
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5,099
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$
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5,539
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$
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6,714
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$
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7,391
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$
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8,312
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$
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9,441
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$
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9,667
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$
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10,776
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9.0
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%
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9.9
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%
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11.3
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%
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GAAP Net income
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$
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1,463
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$
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1,846
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$
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1,906
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$
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2,759
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$
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3,116
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$
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3,617
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$
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3,808
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$
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4,059
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9.2
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%
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16.3
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%
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15.7
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%
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Special Items
1
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4
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—
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495
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13
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61
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—
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95
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85
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Non-GAAP Net income
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$
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1,467
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$
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1,846
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$
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2,401
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$
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2,772
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$
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3,177
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$
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3,617
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$
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3,903
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$
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4,144
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9.3
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%
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11.5
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%
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16.0
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%
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GAAP Diluted EPS
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$
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1.12
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$
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1.41
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$
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1.48
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$
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2.19
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$
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2.56
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$
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3.10
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$
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3.35
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$
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3.69
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13.0
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%
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20.0
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%
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18.6
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%
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Special Items
1
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—
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—
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0.39
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0.01
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0.05
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—
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0.08
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0.08
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Non-GAAP Diluted EPS
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$
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1.12
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$
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1.41
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$
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1.87
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$
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2.20
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$
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2.61
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$
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3.10
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$
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3.43
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$
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3.77
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13.0
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%
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15.1
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%
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18.9
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%
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1.
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Impact of the 2009 litigation settlements of $7 million pre-tax ($4 million after-tax with no impact to diluted EPS), the U.S. Merchant Litigation Settlement (2011: $770 million pre-tax ($495 million after-tax or $0.39 per diluted share); 2012: $20 million pre-tax ($13 million after-tax or $0.01 per diluted share); 2013: $95 million pre-tax ($61 million after-tax or $0.05 per diluted share)); 2015: the termination of the U.S. employee pension plan in $79 million pre-tax ($50 million after-tax or $0.04 per diluted share) and U.K. Merchant Litigation Provision of $61 million pre-tax ($44 million after-tax or $0.04 per diluted share); 2016: the U.K. Merchant Litigation Provision $117 million pre-tax ($85 million after-tax or $0.08 per diluted share).
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2.
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Mr. Banga became CEO effective July 1, 2010. CAGR for the period since Mr. Banga became CEO is calculated using the financial results for the year ended December 31, 2009 as compared to the year ended December 31, 2016.
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1 Year MasterCard Chart |
1 Month MasterCard Chart |
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