Mastercard Incorporated (NYSE:MA) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure

On December 4, 2018, Mastercard Incorporated (the “Company”) announced the anticipated resolution of an investigation by the European Commission (“EC”) of the Company’s (1) inter-regional interchange fees at merchants in the European Economic Area (“EEA”), and (2) historic central acquiring rule that applied in the EEA.

Inter-regional Interchange Fees

As part of the resolution, the Company has given the EC a commitments offer (i.e., a settlement proposal) regarding its inter-regional interchange fees. The Company took this action in order to avoid prolonged litigation and to gain certainty concerning its business practices.

The Company’s proposed commitments include a reduction in the inter-regional interchange rate applicable to consumer card transactions at merchants in the EEA and using cards issued outside of the EEA. For transactions in which the card is present at the point of sale (where the card is presented at the card terminal), interchange rates will be reduced to 0.2% for debit card transactions and to 0.3% for credit card transactions. In the case of transactions where the card is not present at the point of sale (e.g., e-commerce), interchange rates will be reduced to 1.15% for debit cards and 1.5% for credit cards. The proposed commitments are subject to market testing by the EC before they are made binding in an EC decision. The rates would be implemented six months following the decision. The EC has announced that Visa has provided a parallel commitments offer.

The commitments offer does not constitute a recognition by the Company that its inter-regional practices violate the European Union’s competition rules, and is without prejudice to any other existing or future legal or administrative proceedings in which the Company is or may be involved.

Central Acquiring Rules

The Company anticipates that the EC’s investigation of the Company’s historic EEA central acquiring rule will be resolved in the first quarter of 2019. The historic central acquiring rule was unique to the EEA and provided that the interchange fee applicable to domestic transactions in the country of the EEA merchant would apply irrespective of the location of the acquirer within the EEA. The rule was modified in late 2015 to comply with the requirements of the EEA Interchange Fee Regulation. However, the Company anticipates the issuance of a decision covering a period that precedes the modification of the rule and that it will include a fine. The Company does not expect any modification of the Company’s business practices or rules and does not expect that it will impact its customers or cardholders. The Company anticipates it will incur a charge of approximately $650 million in the fourth quarter of 2018 in relation to this matter. The Company continues to cooperate with the EC.

A copy of a press release describing these events is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Forward-Looking statements

This Report contains forward-looking statements 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 Report, the words “believe”, “expect”, “could”, “may”, “would”, “will”, “trend” and similar words are intended to 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. Please see a complete discussion of these risk factors in Part I, Item 1A – Risk Factors of the Company’s Annual Report on Form 10-K for the year endedDecember31, 2017. Our forward-looking statements speak only as of the date of this Report or as of the date they are made, and we undertake no obligation to update our forward-looking statements.

Item 7.01Financial Statements and Exhibits

(d) Exhibits.

Mastercard Inc Exhibit
EX-99.1 2 ex991pressreleasereregulat.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Mastercard expects resolution of EU anti-trust proceedings in Q1 2019Waterloo,…
To view the full exhibit click here

About Mastercard Incorporated (NYSE:MA)

MasterCard Incorporated is a technology company that connects consumers, financial institutions, merchants, governments and businesses across the world. The Company operates through payment solutions segment. The Company allows user to make payments by a range of payment solutions and services using various brands, which include MasterCard, Maestro and Cirrus. Its offerings include loyalty and reward programs, information services and consulting. It provides a range of products and solutions that support payment products that customers can offer to their cardholders. The Company’s services facilitate transactions on the MasterCard Network among cardholders, merchants, financial institutions and governments. The Company’s programs include consumer credit, commercial, and debit and prepaid. The Company’s offerings and platforms include premium, travel, purchasing and fleet cards and programs.