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Item 9A. Controls and Procedures

2023-02-14 compared with 2022-02-11 · 34 added, 35 removed, 174 unchanged (28% of the section changed)

49 unchanged sentences

Officer’s Certificate of the Company, dated as of March 31, 2014 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on March 31, 2014 (File No.

Form of Global Note representing the Company’s 2.000% Notes due 2019 (included in Officer’s Certificate of the Company, dated as of March 31, 2014) (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed on March 31, 2014 (File No.

Form of Global Note representing the Company’s 3.375% Notes due 2024 (included in Officer’s Certificate of the Company, dated as of March 31, 2014) (incorporated by reference to Exhibit 4.4 of the Company’s Current Report on Form 8-K filed on March 31, 2014 (File No.

Form of Global Note representing the Company’s 3.375% Notes due 2024 (included in Officer’s Certificate of the Company, dated as of March 31, 2014) (incorporated by reference to Exhibit 4.

2 of the Company’s Current Report on Form 8-K filed on March 31, 2014 (File No.

Officer’s Certificate of the Company, dated as of December 1, 2015 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on December 1, 2015 (File No.

Form of Global Note representing the Company’s 1.100% Notes due 2022 (included in Officer’s Certificate of the Company, dated as of December 1, 2015) (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on December 1, 2015 (File No.

Form of Global Note representing the Company’s 2.100% Notes due 2027 (included in Officer’s Certificate of the Company, dated as of December 1, 2015) (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed on December 1, 2015 (File No.

Form of Global Note representing the Company’s 2.500% Notes due 2030 (included in Officer’s Certificate of the Company, dated as of December 1, 2015) (incorporated by reference to Exhibit 4.4 of the Company’s Current Report on Form 8-K filed on December 1, 2015 (File No.

Form of Global Note representing the Company’s 2.100% Notes due 2027 (included in Officer’s Certificate of the Company, dated as of December 1, 2015) (incorporated by reference to Exhibit 4.

1 of the Company’s Current Report on Form 8-K filed on December 1, 2015 (File No.

Form of Global Note representing the Company’s 2.500% Notes due 2030 (included in Officer’s Certificate of the Company, dated as of December 1, 2015) (incorporated by reference to Exhibit 4.

1 of the Company’s Current Report on Form 8-K filed on December 1, 2015 (File No.

Officer’s Certificate of the Company, dated as of November 21, 2016 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on November 21, 2016 (File No.

Form of Global Note representing the Company’s 2.000% Notes due 2021 (included in Officer’s Certificate of the Company, dated as of November 21, 2016) (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on November 21, 2016 (File No.

Form of Global Note representing the Company’s 2.950% Notes due 2026 (included in Officer’s Certificate of the Company, dated as of November 21, 2016) (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed on November 21, 2016 (File No.

Form of Global Note representing the Company’s 3.800% Notes due 2046 (included in Officer’s Certificate of the Company, dated as of November 21, 2016) (incorporated by reference to Exhibit 4.4 of the Company’s Current Report on Form 8-K filed on November 21, 2016 (File No.

Form of Global Note representing the Company’s 2.950% Notes due 2026 (included in Officer’s Certificate of the Company, dated as of November 21, 2016) (incorporated by reference to Exhibit 4.

1 of the Company’s Current Report on Form 8-K filed on November 21, 2016 (File No.

Form of Global Note representing the Company’s 3.800% Notes due 2046 (included in Officer’s Certificate of the Company, dated as of November 21, 2016) (incorporated by reference to Exhibit 4.

1 of the Company’s Current Report on Form 8-K filed on November 21, 2016 (File No.

Officer’s Certificate of the Company, dated as of February 26, 2018 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on February 26, 2018 (File No.

7 unchanged sentences

Officer’s Certificate of the Company, dated as of March 26, 2020 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 26, 2020 (File No.

Form of Global Note representing the Company’s 3.300% Notes due 2027 (included i n Officer’s Certificate of the Company, dated as of March 26, 2020) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 26, 2020 (File No.

Form of Global Note representing the Company’s 3.350% Notes due 2030 (included i n Officer’s Certificate of the Company, dated as of March 26, 2020) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 26, 2020 (File No.

Form of Global Note representing the Company’s 3.850% Notes due 2050 (included i n Officer’s Certificate of the Company, dated as of March 26, 2020) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 26, 2020 (File No.

Form of Global Note representing the Company’s 3.300% Notes due 2027 (included in Officer’s Certificate of the Company, dated as of March 26, 2020) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 26, 2020 (File No.

Form of Global Note representing the Company’s 3.350% Notes due 2030 (included in Officer’s Certificate of the Company, dated as of March 26, 2020) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 26, 2020 (File No.

Form of Global Note representing the Company’s 3.850% Notes due 2050 (included in Officer’s Certificate of the Company, dated as of March 26, 2020) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 26, 2020 (File No.

Officer’s Certificate of the Company, dated as of March 4 , 2021 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 4, 2021 (File No.

Form of Global Note representing the Company’s 1.9 00% Notes due 20 31 (included i n Officer’s Certificate of the Company, dated as of March 2 , 202 1 ) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 4 , 202 1 (File No.

Form of Global Note representing the Company’s 2.950 % Notes due 20 51 (included i n Officer’s Certificate of the Company, dated as of March 2, 202 1 ) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 4 , 202 1 (File No.

Form of Global Note representing the Company’s 1.900% Notes due 2031 (included in Officer’s Certificate of the Company, dated as of March 4 , 2021) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 4, 2021 (File No.

Form of Global Note representing the Company’s 2.950% Notes due 2051 (included in Officer’s Certificate of the Company, dated as of March 4 , 2021) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 4, 2021 (File No.

Officer’s Certificate of the Company, dated as of November 18, 2021 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on November 18, 2021 (File No.

Form of Global Note representing the Company’s 2.

00 0 % Notes due 20 31 (included i n Officer’s Certificate of the Company, dated as of Novem ber 18 , 202 1 ) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on November 18 , 202 1 (File No.

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 ( incorporated by reference to Exhibit 4.25 of the Company ’ s A nnual R eport on F orm 10-K filed on February 12 , 2021 (File N o.

001-3287 7 1)) .

Form of Global Note representing the Company’s 2.000% Notes due 2031 (included in Officer’s Certificate of the Company, dated as of November 18, 2021) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on November 18, 2021 (File No.

Officer’s Certificate of the Company, dated as of February 22, 2022 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on February 22, 2022 (File No.

Form of Global Note representing the Company’s 1.000% Notes due 2029 (included in Officer’s Certificate of the Company, dated as of February 22, 2022) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on February 22, 2022 (File No.

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

$8,000,000,000 Amended and Restated Credit Agreement, dated as of November 10, 2022, among Mastercard Incorporated, the several lenders and agents from time to time party thereto, Citibank, N.A., as managing administrative agent and JPMorgan Chase Bank, N.A.

as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed February 14, 2020 (File No.

First Amendment to Third Amended and Restated Credit Agreement, dated as of November 13, 2021, among Mastercard Incorporated, the several lenders and agents from time to time party thereto, Citibank, N.A., as managing administrative agent and JPMorgan Chase Bank, N.A.

as administrative agent.

Employment Agreement between Mastercard International Incorporated and Ajaypal Banga, dated as of July 1, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 8, 2010 (File No.

Employment Letter Agreement between Mastercard International Incorporated and Ajaypal Banga, dated as of December 31, 2020 (incorporated by reference to Exhibit 10.2.1 to the Company ’ s Annual Report on Form 10-K filed Februar y 12, 2021 (File No.

Consulting Letter Agreement between Mastercard International Incorporated and Ajaypal Banga, dated as of December 13, 2021.

Contract of Employment between Mastercard UK Management Services Limited and Ann Cairns, amended and restated as of April 5, 2018 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed May 2, 2018 (File No.

Deed of Employment between Mastercard UK Management Services Limited and Ann Cairns, dated July 6, 2011 (incorporated by reference to Exhibit 10.8.2 to the Company’s Annual Report on Form 10-K filed February 16, 2012 (File No.

Employment Letter Agreement between Mastercard International Incorporated and Ajaypal Banga, dated as of December 31, 2020 (incorporated by reference to Exhibit 10.2.1 to the Company’s Annual Report on Form 10-K filed February 12, 2021 (File No.

Consulting Letter Agreement between Mastercard International Incorporated and Ajaypal Banga, dated as of December 13, 2021 (incorporated by reference to Exhibit 10.2.2 to the Company’s Annual Report on Form 10-K filed February 11, 2022 (File No.

Description of Employment Arrangement with Craig Vosburg (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed May 2, 2018 (File No.

Description of Employment Arrangement with Gilberto Caldart (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed April 30, 2019 (File No.

Description of Employment Arrangement with Tim Murphy (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed April 30, 2019 (File No.

2 unchanged sentences

Description of Employment Arrangement with Michael Miebach (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed April 29, 2020 (File No.

Mastercard International Senior Executive Annual Incentive Compensation Plan, as amended and restated effective April 9, 2021 (incorporated by reference to Exhibi t 10.4 to the Com pany ’ s Quarterly Report on F orm 10-Q filed April 29, 2021 (File No.

001-32877)) .

Mastercard International Senior Executive Annual Incentive Compensation Plan, as amended and restated effective September 7, 2022 (incorporated by reference to Exhibit 10.

1 to the Company’s Quarterly Report on Form 10-Q filed October 27, 2022 (File No.

Mastercard International Incorporated Restoration Program, as amended and restated January 1, 2007 unless otherwise provided (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed February 19, 2009 (File No.

7 unchanged sentences

4 to the Company’s Quarterly Report on Form 10-Q filed April 2 8 , 202 2 (File No.

Amended and Restated Mastercard International Incorporated Change in Control Severance Plan, amended and restated as of June 25, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed July 26, 2018 (File No.

Schedule of Non-Employee Directors’ Annual Compensation effective as of January 1, 2022 .

Amended and Restated Mastercard International Incorporated Change in Control Severance Plan, amended and restated as of April 11 , 20 22 (incorporated by reference to Exhibit 10.

5 to the Company’s Quarterly Report on Form 10-Q filed April 28, 2022 (File No.

Schedule of Non-Employee Directors’ Annual Compensation effective as of January 1, 2022 (incorporated by reference to to Exhibit 10.

20 to the Company ’ s Annual Report on Form 10-K filed February 11, 2022 (File No.

001-32877)) .

2006 Non-Employee Director Equity Compensation Plan, amended and restated effective as of June 22, 2021 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed July 29, 2021 (File No.

Form of Deferred Stock Unit Agreement for awards under 2006 Non-Employee Director Equity Compensation Plan, amended and restated effective June 26, 2018 (effective for awards granted on and subsequent to June 25, 2019) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed July 30, 2019 (File No.

Form of Restricted Stock Agreement for awards under 2006 Non-Employee Director Equity Compensation Plan, amended and restated effective June 26, 2018 (effective for awards granted on and subsequent to June 25, 2019) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed July 30, 2019 (File No.

Form of Deferred Stock Unit Agreement for awards under 2006 Non-Employee Director Equity Compensation Plan, amended and restated effective June 2 2 , 20 2 1 (effective for awards granted on and subsequent to June 2 1 , 20 2 2 ) (incorporated by reference to Exhibit 10.

1 to the Company’s Quarterly Report on Form 10-Q filed July 28 , 20 22 (File No.

Form of Restricted Stock Agreement for awards under 2006 Non-Employee Director Equity Compensation Plan, amended and restated effective June 2 2 , 20 21 (effective for awards granted on and subsequent to June 2 1 , 20 2 2 ) (incorporated by reference to Exhibit 10.

2 to the Company’s Quarterly Report on Form 10-Q filed July 28 , 20 22 (File No.

Form of Indemnification Agreement between Mastercard Incorporated and certain of its directors (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed May 2, 2006 (File No.

69 unchanged sentences

February 14, 2023 By:

/s/ STEVEN J.

February 11, 2022 By:

/s/ JULIUS GENACHOWSKI

13 unchanged sentences

February 14, 2023 By:

/s/ JOSÉ OCTAVIO REYES LAGUNES

José Octavio Reyes Lagunes

February 11, 2022 By:

/s/ GABRIELLE SULZBERGER

3 unchanged sentences

February 14, 2023 By:

/s/ HARIT TALWAR

February 14, 2023 By:

/s/ LANCE UGGLA

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures