Mastercard Inc 10-Q for FY2022 Q1

Mastercard Inc (MA)

10-Q 2022-04-28 For: 2022-03-31

Added on April 02, 2026

About this 10-Q

Mastercard Inc filed this 10-Q on April 28, 2022, covering the quarter ended March 31, 2022 (FY2022 Q1).

Headline figures

Quarter ended March 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $5.17B; up 24.4% from $4.16B a year earlier
Net income: $2.63B; up 43.9% from net income of $1.83B a year earlier
Diluted EPS: $2.68; up 46.4% from $1.83 a year earlier

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Delaware		13-4172551
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

2000 Purchase Street		10577
Purchase,	NY	(Zip Code)
(Address of principal executive offices)



PART I	5	Item 1.	Consolidated financial statements (unaudited)
	28	Item 2.	Management’s discussion and analysis of financial condition and results of operations
	38	Item 3.	Quantitative and qualitative disclosures about market risk
	39	Item 4.	Controls and procedures


PART II	41	Item 1.	Legal proceedings
	41	Item 1A.	Risk factors
	41	Item 2.	Unregistered sales of equity securities and use of proceeds
	42	Item 5.	Other information
	42	Item 6.	Exhibits
	44	-	Signatures


						Page
Consolidated Statement of Operations — Three Months Ended March 31, 2022 and 2021						6
Consolidated Statement of Comprehensive Income — Three Months Ended March 31, 2022 and 2021						7
Consolidated Balance Sheet — March 31, 2022 and December 31, 2021						8
Consolidated Statement of Changes in Equity — Three Months Ended March 31, 2022 and 2021						9
Consolidated Statement of Cash Flows — Three Months Ended March 31, 2022 and 2021						10
Notes to consolidated financial statements						11


Consolidated Statement of Operations (Unaudited)
	Three Months Ended March 31,
		2022		2021
		(in millions, except per share data)
Net Revenue		$	5,167	$	4,155
Operating Expenses:
General and administrative		1,844		1,676
Advertising and marketing		181		119
Depreciation and amortization		192		163

Total operating expenses		2,217		1,958
Operating income		2,950		2,197
Other Income (Expense):
Investment income		5		1
Gains (losses) on equity investments, net		(76)		94
Interest expense		(110)		(107)
Other income (expense), net		4		5
Total other income (expense)		(177)		(7)
Income before income taxes		2,773		2,190
Income tax expense		142		362
Net Income		$	2,631	$	1,828
Basic Earnings per Share		$	2.69	$	1.84
Basic weighted-average shares outstanding		977		994
Diluted Earnings per Share		$	2.68	$	1.83
Diluted weighted-average shares outstanding		981		998


Consolidated Statement of Comprehensive Income (Unaudited)
	Three Months Ended March 31,
		2022		2021
		(in millions)
Net Income		$	2,631	$	1,828
Other comprehensive income (loss):
Foreign currency translation adjustments		(64)		(198)
Income tax effect		12		33
Foreign currency translation adjustments, net of income tax effect		(52)		(165)

Translation adjustments on net investment hedges		86		133
Income tax effect		(19)		(30)
Translation adjustments on net investment hedges, net of income tax effect		67		103

Cash flow hedges		1		3
Income tax effect		—		(1)
Reclassification adjustments for cash flow hedges		(5)		1
Income tax effect		1		—
Cash flow hedges, net of income tax effect		(3)		3







Investment securities available-for-sale		(2)		1
Income tax effect		1		—
Investment securities available-for-sale, net of income tax effect		(1)		1

Other comprehensive income (loss), net of tax		11		(58)
Comprehensive Income		$	2,642	$	1,770


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Consolidated Balance Sheet (Unaudited)
	March 31, 2022		December 31, 2021
	(in millions, except per share data)
Assets
Current assets:
Cash and cash equivalents	$	6,879	$	7,421
Restricted cash for litigation settlement	585		586
Investments	449		473
Accounts receivable	2,889		3,006
Settlement assets	1,101		1,319
Restricted security deposits held for customers	1,730		1,873
Prepaid expenses and other current assets	2,320		2,271
Total current assets	15,953		16,949
Property, equipment and right-of-use assets, net of accumulated depreciation and amortization of $1,679 and $1,614, respectively	1,957		1,907
Deferred income taxes	795		486
Goodwill	7,625		7,662
Other intangible assets, net of accumulated amortization of $1,819 and $1,755, respectively	3,675		3,671
Other assets	7,158		6,994
Total Assets	$	37,163	$	37,669
Liabilities, Redeemable Non-controlling Interests and Equity
Current liabilities:
Accounts payable	$	666	$	738
Settlement obligations	547		913
Restricted security deposits held for customers	1,730		1,873
Accrued litigation	797		840
Accrued expenses	5,954		6,642
Current portion of long-term debt	778		792
Other current liabilities	1,456		1,364
Total current liabilities	11,928		13,162
Long-term debt	13,868		13,109
Deferred income taxes	386		395
Other liabilities	3,851		3,591
Total Liabilities	30,033		30,257
Commitments and Contingencies
Redeemable Non-controlling Interests	28		29
Stockholders’ Equity
Class A common stock, $0.0001 par value; authorized 3,000 shares, 1,398 and 1,397 shares issued and 967 and 972 shares outstanding, respectively	—		—
Class B common stock, $0.0001 par value; authorized 1,200 shares, 8 shares issued and outstanding	—		—
Additional paid-in-capital	5,026		5,061
Class A treasury stock, at cost, 432 and 425 shares, respectively	(44,994)		(42,588)
Retained earnings	47,800		45,648
Accumulated other comprehensive income (loss)	(798)		(809)
Mastercard Incorporated Stockholders' Equity	7,034		7,312
Non-controlling interests	68		71
Total Equity	7,102		7,383
Total Liabilities, Redeemable Non-controlling Interests and Equity	$	37,163	$	37,669


Consolidated Statement of Changes in Equity (Unaudited)
	Three Months Ended March 31, 2022
	Stockholders’ Equity
	Common Stock				Additional Paid-In Capital		Class A Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Mastercard Incorporated Stockholders' Equity		Non- Controlling Interests		Total Equity
	Class A		Class B
	(in millions)
Balance at December 31, 2021	$	—	$	—	$	5,061	$	(42,588)	$	45,648	$	(809)	$	7,312	$	71	$	7,383
Net income	—		—		—		—		2,631		—		2,631		—		2,631
Activity related to non-controlling interests	—		—		—		—		—		—		—		(3)		(3)
Redeemable non-controlling interest adjustments	—		—		—		—		(2)		—		(2)		—		(2)
Other comprehensive income (loss)	—		—		—		—		—		11		11		—		11
Dividends	—		—		—		—		(477)		—		(477)		—		(477)
Purchases of treasury stock	—		—		—		(2,411)		—		—		(2,411)		—		(2,411)
Share-based payments	—		—		(35)		5		—		—		(30)		—		(30)
Balance at March 31, 2022	$	—	$	—	$	5,026	$	(44,994)	$	47,800	$	(798)	$	7,034	$	68	$	7,102


	Three Months Ended March 31, 2021
	Stockholders’ Equity
	Common Stock				Additional Paid-In Capital		Class A Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Mastercard Incorporated Stockholders' Equity		Non- Controlling Interests		Total Equity
	Class A		Class B
	(in millions)
Balance at December 31, 2020	$	—	$	—	$	4,982	$	(36,658)	$	38,747	$	(680)	$	6,391	$	97	$	6,488
Net income	—		—		—		—		1,828		—		1,828		—		1,828
Activity related to non-controlling interests	—		—		—		—		—		—		—		1		1
Redeemable non-controlling interest adjustments	—		—		—		—		(1)		—		(1)		—		(1)
Other comprehensive income (loss)	—		—		—		—		—		(58)		(58)		—		(58)
Dividends	—		—		—		—		(434)		—		(434)		—		(434)
Purchases of treasury stock	—		—		—		(1,370)		—		—		(1,370)		—		(1,370)
Share-based payments	—		—		(33)		4		—		—		(29)		—		(29)
Balance at March 31, 2021	$	—	$	—	$	4,949	$	(38,024)	$	40,140	$	(738)	$	6,327	$	98	$	6,425


Consolidated Statement of Cash Flows (Unaudited)
	Three Months Ended March 31,
	2022		2021
	(in millions)
Operating Activities
Net income	$	2,631	$	1,828
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of customer and merchant incentives	430		338
Depreciation and amortization	192		163
(Gains) losses on equity investments, net	76		(94)
Share-based compensation	74		65
Deferred income taxes	(320)		33
Other	5		11
Changes in operating assets and liabilities:
Accounts receivable	134		(70)

Settlement assets	218		28
Prepaid expenses	(441)		(562)
Accrued litigation and legal settlements	(43)		(2)
Restricted security deposits held for customers	(144)		63
Accounts payable	(56)		(15)
Settlement obligations	(366)		(178)

Accrued expenses	(746)		(163)
Net change in other assets and liabilities	138		18
Net cash provided by operating activities	1,782		1,463
Investing Activities
Purchases of investment securities available-for-sale	(58)		(155)
Purchases of investments held-to-maturity	(37)		(38)
Proceeds from sales of investment securities available-for-sale	8		23
Proceeds from maturities of investment securities available-for-sale	70		72
Proceeds from maturities of investments held-to-maturity	43		79
Purchases of property and equipment	(146)		(65)
Capitalized software	(148)		(79)
Purchases of equity investments	(24)		(42)

Acquisition of businesses, net of cash acquired	—		(3,364)

Other investing activities	5		9
Net cash used in investing activities	(287)		(3,560)
Financing Activities
Purchases of treasury stock	(2,408)		(1,356)
Dividends paid	(479)		(439)
Proceeds from debt, net	843		1,282




Tax withholdings related to share-based payments	(132)		(121)
Cash proceeds from exercise of stock options	28		23
Other financing activities	(6)		5
Net cash used in financing activities	(2,154)		(606)
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	(28)		(101)
Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents	(687)		(2,804)
Cash, cash equivalents, restricted cash and restricted cash equivalents - beginning of period	9,902		12,419
Cash, cash equivalents, restricted cash and restricted cash equivalents - end of period	$	9,215	$	9,615


	March 31, 2022		December 31, 2021
	(in millions)
Receivables from contracts with customers
Accounts receivable	$	2,680	$	2,829
Contract assets
Prepaid expenses and other current assets	148		134
Other assets	530		487
Deferred revenue 1
Other current liabilities	586		482
Other liabilities	203		180


	March 31, 2022								December 31, 2021
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value		Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
	(in millions)
Municipal securities	$	1	$	—	$	—	$	1	$	2	$	—	$	—	$	2
Government and agency securities	85		—		—		85		98		—		—		98
Corporate securities	205		—		(2)		203		214		—		—		214

Total	$	291	$	—	$	(2)	$	289	$	314	$	—	$	—	$	314



	Amortized Cost		Fair Value
	(in millions)
Due within 1 year	$	134	$	134
Due after 1 year through 5 years	157		155

Total	$	291	$	289


	Balance at December 31, 2021		Purchases		Sales		Changes in Fair Value 1		Other 2		Balance at March 31, 2022
	(in millions)
Marketable securities	$	627	$	—	$	—	$	(162)	$	(5)	$	460
Nonmarketable securities	1,207		24		—		86		(5)		1,312
Total equity investments	$	1,834	$	24	$	—	$	(76)	$	(10)	$	1,772


	Three Months Ended March 31,
		2022		2021
		(in millions)
Revenue by source:
Domestic assessments		$	2,134	$	1,798
Cross-border volume fees		1,395		932
Transaction processing		2,912		2,351
Other revenues		1,584		1,347
Gross revenue		8,025		6,428
Rebates and incentives (contra-revenue)		(2,858)		(2,273)
Net revenue		$	5,167	$	4,155
Net revenue by geographic region:
North American Markets		$	1,703	$	1,491
International Markets		3,385		2,618
Other 1		79		46
Net revenue		$	5,167	$	4,155


	March 31, 2022
	(in millions)
Initial cost basis	$	457
Cumulative adjustments:
Upward adjustments	594
Downward adjustments (including impairment)	(13)
Carrying amount, end of period	$	1,038


				March 31, 2022		December 31, 2021		Effective Interest Rate
				(in millions)
2022 EUR Notes 1	1.000	%	Senior Notes due February 2029	$	834	$	—	1.138	%

2021 USD Notes	2.000	%	Senior Notes due November 2031	750		750		2.112	%
	1.900	%	Senior Notes due March 2031	600		600		1.981	%
	2.950	%	Senior Notes due March 2051	700		700		3.013	%

2020 USD Notes	3.300	%	Senior Notes due March 2027	1,000		1,000		3.420	%
	3.350	%	Senior Notes due March 2030	1,500		1,500		3.430	%
	3.850	%	Senior Notes due March 2050	1,500		1,500		3.896	%

2019 USD Notes	2.950	%	Senior Notes due June 2029	1,000		1,000		3.030	%
	3.650	%	Senior Notes due June 2049	1,000		1,000		3.689	%
	2.000	%	Senior Notes due March 2025	750		750		2.147	%

2018 USD Notes	3.500	%	Senior Notes due February 2028	500		500		3.598	%
	3.950	%	Senior Notes due February 2048	500		500		3.990	%

2016 USD Notes	2.950	%	Senior Notes due November 2026	750		750		3.044	%
	3.800	%	Senior Notes due November 2046	600		600		3.893	%

2015 EUR Notes 2	1.100	%	Senior Notes due December 2022	778		793		1.265	%
	2.100	%	Senior Notes due December 2027	890		906		2.189	%
	2.500	%	Senior Notes due December 2030	167		170		2.562	%

2014 USD Notes	3.375	%	Senior Notes due April 2024	1,000		1,000		3.484	%

				14,819		14,019
Less: Unamortized discount and debt issuance costs				(120)		(116)
Less: Cumulative hedge accounting fair value adjustments 3				(53)		(2)
Total debt outstanding				14,646		13,901
Less: Current portion 4				(778)		(792)
Long-term debt				$	13,868	$	13,109


	March 31, 2022								December 31, 2021
	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
	(in millions)
Assets
Investment securities available-for-sale 1:
Municipal securities	$	—	$	1	$	—	$	1	$	—	$	2	$	—	$	2
Government and agency securities	33		52		—		85		35		63		—		98
Corporate securities	—		203		—		203		—		214		—		214


Derivative instruments 2:
Foreign exchange contracts	—		43		—		43		—		8		—		8
Interest rate contracts	—		—		—		—		—		6		—		6
Marketable securities 3:
Equity securities	460		—		—		460		627		—		—		627
Deferred compensation plan 4:
Deferred compensation assets	77		—		—		77		89		—		—		89

Liabilities
Derivative instruments 2:
Foreign exchange contracts	$	—	$	7	$	—	$	7	$	—	$	15	$	—	$	15
Interest rate contracts	—		53		—		53		—		8		—		8
Deferred compensation plan 5:
Deferred compensation liabilities	84		—		—		84		89		—		—		89


	December 31, 2021		Increase / (Decrease)		Reclassifications		March 31, 2022
	(in millions)
Foreign currency translation adjustments 1	$	(739)	$	(52)	$	—	$	(791)
Translation adjustments on net investment hedges 2	34		67		—		101
Cash flow hedges
Foreign exchange contracts 3	4		1		(5)		—
Interest rate contracts	(128)		—		1		(127)
Defined benefit pension and other postretirement plans	21		—		—		21
Investment securities available-for-sale	(1)		(1)		—		(2)
Accumulated other comprehensive income (loss)	$	(809)	$	15	$	(4)	$	(798)


	December 31, 2020		Increase / (Decrease)		Reclassifications		March 31, 2021
	(in millions)
Foreign currency translation adjustments 1	$	(352)	$	(165)	$	—	$	(517)
Translation adjustments on net investment hedges 2	(175)		103		—		(72)
Cash flow hedges
Foreign exchange contracts 3	—		2		—		2
Interest rate contracts	(133)		—		1		(132)
Defined benefit pension and other postretirement plans	(20)		—		—		(20)
Investment securities available-for-sale	—		1		—		1
Accumulated other comprehensive income (loss)	$	(680)	$	(59)	$	1	$	(738)


	Grants in 2022	Weighted-Average Grant-Date Fair Value
	(in millions)	(per option/unit)
Non-qualified stock options	0.3	$	87
Restricted stock units	0.9	341
Performance stock units	0.2	335


	March 31, 2022						December 31, 2021
	Notional		Derivative assets		Derivative liabilities		Notional		Derivative assets		Derivative liabilities
	(in millions)
Derivatives designated as hedging instruments
Foreign exchange contracts in a cash flow hedge 1	$	247	$	3	$	4	$	206	$	7	$	3
Interest rate contracts in a fair value hedge 2	1,000		—		53		1,000		6		8
Foreign exchange contracts in a net investment hedge 1	2,836		36		—		1,473		—		4
Derivatives not designated as hedging instruments
Foreign exchange contracts 1	557		4		3		530		1		8
Total derivative assets/liabilities	$	4,640	$	43	$	60	$	3,209	$	14	$	23


	Gain (Loss) Recognized in OCI					Gain (Loss) Reclassified from AOCI
	Three Months Ended March 31,				Location of Gain (Loss) Reclassified from AOCI into Earnings	Three Months Ended March 31,
	2022		2021			2022		2021
	(in millions)					(in millions)
Derivative financial instruments in a cash flow hedge relationship:
Foreign exchange contracts	$	1	$	3	Net revenue	$	7	$	—
Interest rate contracts	$	—	$	—	Interest expense	$	(2)	$	(1)

Derivative financial instruments in a net investment hedge relationship:
Foreign exchange contracts	$	35	$	46


	Three Months Ended March 31,						Increase/(Decrease)
		2022				2021
			($ in millions, except per share data)
Net revenue			$	5,167			$	4,155		24%
Operating expenses			$	2,217			$	1,958		13%
Operating income			$	2,950			$	2,197		34%
Operating margin			57.1		%		52.9		%	4.2 ppt
Income tax expense			$	142			$	362		(61)%
Effective income tax rate			5.1		%		16.5		%	(11.4) ppt
Net income			$	2,631			$	1,828		44%
Diluted earnings per share			$	2.68			$	1.83		46%
Diluted weighted-average shares outstanding			981				998			(2)%


Net revenue	Adjusted net revenue













Three Months Ended March 31, 2022		Adjusted net revenue increased 27% on a currency-neutral basis, which includes 2 percentage points of growth from acquisitions. Primary drivers of the increase were as follows:
GAAP	Non-GAAP (currency-neutral)
up 24%	up 27%
		- Gross dollar volume growth of 17% on a local currency basis
		- Cross-border volume growth of 53% on a local currency basis
		- Switched transactions growth of 22%
		- Other revenues increased 18%, or 20% on a currency-neutral basis, which
		includes 7 percentage points of growth due to acquisitions. The remaining growth
		was driven primarily by our Cyber & Intelligence and Data & Services solutions.


		- Rebates and incentives (contra-revenue) increased 26%, or 29% on a currency-
		neutral basis, primarily due to increased volumes and transactions and new
		and renewed deals, which includes a 1 percentage point reduction from Special Items.


Operating expenses	Adjusted operating expenses




Three Months Ended March 31, 2022		Adjusted operating expenses increased 13% on a currency-neutral basis, which includes 6 percentage points of growth due to acquisitions. The remaining increase was primarily due to increased spending on advertising and marketing and higher personnel and data processing costs.
GAAP	Non-GAAP (currency-neutral)
up 13%	up 13%


Effective income tax rate	Adjusted effective income tax rate




Three Months Ended March 31, 2022		The adjusted effective income tax rate of 5.3% was lower than prior year due to an 11.7 percentage point discrete tax benefit related to final U.S. tax regulations published in the current period resulting in a valuation allowance release of $333 million associated with the U.S. foreign tax credit carryforward deferred tax asset.
GAAP	Non-GAAP (currency-neutral)
5.1%	5.3%


	Three Months Ended March 31, 2022 as compared to the Three Months Ended March 31, 2021
	Increase/(Decrease)
	Net revenue	Operating expenses	Operating margin	Effective income tax rate	Net income	Diluted earnings per share
Reported - GAAP	24%	13%	4.2 ppt	(11.4) ppt	44%	46%
(Gains) losses on equity investments	**	**	**	(0.2) ppt	11%	12%

Russia-related impacts	(1)%	(2)%	0.4 ppt	— ppt	—%	—%
Adjusted - Non-GAAP	24%	11%	4.6 ppt	(11.6) ppt	55%	59%
Currency impact 1	3%	2%	0.7 ppt	0.1 ppt	6%	6%
Adjusted - Non-GAAP - currency-neutral	27%	13%	5.2 ppt	(11.6) ppt	61%	65%


	Three Months Ended March 31,					Increase/ (Decrease)
		2022			2021
			($ in millions)
Domestic assessments			$	2,134		$	1,798	19%
Cross-border volume fees			1,395			932		50%
Transaction processing			2,912			2,351		24%
Other revenues			1,584			1,347		18%
Gross revenue			8,025			6,428		25%
Rebates and incentives (contra-revenue)			(2,858)			(2,273)		26%
Net revenue			$	5,167		$	4,155	24%
Special Items 1			(30)			—		**
Adjusted net revenue (excluding Special Items 1)			$	5,136		$	4,155	24%


	Three Months Ended March 31, 2022
	Operational			Special Items 3			Acquisitions			Currency Impact 4			Total
Domestic assessments	21	%	1		—	%		—	%		(2)	%		19	%
Cross-border volume fees	57	%	1		—	%		—	%		(7)	%		50	%
Transaction processing	27	%	1, 2		—	%		—	%		(3)	%		24	%
Other revenues	13	%	2		—	%		7	%		(3)	%		18	%
Rebates and incentives (contra-revenue)	30	%			(1)	%		—	%		(3)	%		26	%
Net revenue	25	%			1	%		2	%		(3)	%		24	%


	Three Months Ended March 31, 2022
	Operational	Special Items 1	Acquisitions	Currency Impact 2	Total
General and administrative	4%	2%	5%	(2)%	10%
Advertising and marketing	55%	**	1%	(4)%	52%
Depreciation and amortization	2%	**	17%	(1)%	18%

Total operating expenses	7%	2%	6%	(2)%	13%


	March 31, 2022		December 31, 2021
	(in billions)
Cash, cash equivalents and investments 1	$	7.3	$	7.9
Unused line of credit	6.0		6.0




	(in millions, except average price data)
Remaining authorization at December 31, 2021		$	11,927
Dollar value of shares repurchased during the three months ended March 31, 2022		$	2,408
Remaining authorization at March 31, 2022		$	9,519
Shares repurchased during the three months ended March 31, 2022		6.8
Average price paid per share during the three months ended March 31, 2022		$	355.13


Period	Total Number of Shares Purchased	Average Price Paid per Share (including commission cost)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Dollar Value of Shares that may yet be Purchased under the Plans or Programs 1, 2
January 1 - 31	2,117,227	$	361.27	2,117,227	$	11,161,980,516
February 1 - 28	1,716,442	376.64		1,716,442	10,515,504,070
March 1 - 31	2,945,978	338.18		2,945,978	9,519,222,925
Total	6,779,647	355.13		6,779,647


Exhibit Number						Exhibit Description
4.1						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. 001-32877)).
4.2						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. 001-32877)).
10.1+*						Form of Restricted Stock Unit Agreement for awards under Mastercard Incorporated 2006 Long Term Incentive Plan (effective for awards granted on and subsequent to March 1, 2022).
10.2+*						Form of Stock Option Agreement for awards under Mastercard Incorporated 2006 Long Term Incentive Plan (effective for awards granted on and subsequent to March 1, 2022).
10.3+*						Form of Performance Stock Unit Agreement for awards under Mastercard Incorporated 2006 Long Term Incentive Plan (effective for awards granted on and subsequent to March 1, 2022).
10.4+*						Amended and Restated Mastercard International Incorporated Executive Severance Plan, awarded and restated as of April 11, 2022.
10.5+*						Amended and Restated Mastercard International Incorporated Change in Control Severance Plan, awarded and restated as of April 11, 2022.
31.1*						Certification of Michael Miebach, President and Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Sachin Mehra, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*						Certification of Michael Miebach, President and Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*						Certification of Sachin Mehra, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1*						Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012.
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*						XBRL Taxonomy Extension Schema Document
101.CAL*						XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*						XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*						XBRL Taxonomy Extension Label Linkbase Document
101.PRE*						XBRL Taxonomy Extension Presentation Linkbase Document


Vest Date			Vest Quantity
March 1, 20__			One third (33.33%)
March 1, 20__			One third (33.33%)
March 1, 20__			One third (33.33%)


Terms			Definitions
Base Salary			The Eligible Member’s annual base salary as in effect from time to time.
Cause			•the willful failure by the Eligible Member to perform his or her duties or responsibilities (other than due to Disability); •the Eligible Member’s engaging in serious misconduct that is injurious to the Company including, but not limited to, damage to its reputation or standing in its industry; •the Eligible Member’s having been convicted of, or entered a plea of guilty or nolo contendere to, a crime that constitutes a felony, or a crime that constitutes a misdemeanor involving moral turpitude; •the material breach by the Eligible Member of any written covenant or agreement with the Company not to disclose any information pertaining to the Company; or •the breach by the Eligible Member of the Code of Conduct, the Supplemental Code of Conduct, any material provision of the Plan, or any material provision of the following the Company policies: non-discrimination, substance abuse, workplace violence, nepotism, travel and entertainment, corporation information security, antitrust/competition law, enterprise risk management, accounting, contracts, purchasing, communications, investor relations, immigration, privacy, insider trading, financial process and reporting procedures, financial approval authority, whistleblower, anti-corruption and other similar the Company policies, whether currently in effect or adopted after the Effective Date of the Plan.
Company			Mastercard International Incorporated.
Company Entity			Any entity (including any subsidiary, affiliate or joint venture) in which the Company has a direct or indirect ownership interest of not less than 20%.
Disability			Disability shall be defined as set forth under the Mastercard Long-Term Disability Benefits Plan, as it may be amended from time to time. Any dispute concerning whether the Eligible Member is deemed to have suffered a Disability for purposes of the Plan shall be resolved in accordance with the dispute resolution procedures set forth in the Mastercard Long-Term Disability Benefits Plan.
Good Reason			The occurrence of any of the following without the prior written consent of the Eligible Member: •the assignment to a position for which the Eligible Member is not qualified or a materially lesser position than the position held by the Eligible Member (although duties may differ without giving rise to a termination by the Eligible Member for Good Reason); •a material reduction in the Eligible Member’s annual Base Salary except that a 10 percent reduction, in the aggregate, over the period of the Eligible Member’s employment shall not be treated as a material reduction; •the relocation of the Eligible Member’s principal place of employment to a location more than fifty (50) miles from the Eligible Member’s principal place of employment (unless such relocation does not increase the Eligible Member’s commute by more than twenty (20) miles), except for required travel on the Company’s business to an extent substantially consistent with the Eligible Member’s business travel obligations as of the date of relocation.
Mandatory Retirement			The last day of the calendar year in which the Eligible Member attains the age of sixty-five (65).
Mastercard			Mastercard International Incorporated.