MasterCard 2008 Annual Report Download - page 146

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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
MasterCard Incorporated’s management, including the President and Chief Executive Officer and Chief
Financial Officer, carried out an evaluation of the Company’s disclosure controls and procedures (as defined in
Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by
this Report. Based on that evaluation, the Company’s President and Chief Executive Officer and Chief Financial
Officer concluded that MasterCard Incorporated had effective disclosure controls and procedures for
(i) recording, processing, summarizing and reporting information that is required to be disclosed in its reports
under the Securities Exchange Act of 1934, as amended, within the time periods specified in the Securities and
Exchange Commission’s rules and forms and (ii) ensuring that information required to be disclosed in such
reports is accumulated and communicated to MasterCard Incorporated’s management, including its President and
Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding
disclosure.
Changes in Internal Control over Financial Reporting
In addition, MasterCard Incorporated’s management assessed the effectiveness of MasterCard’s internal
control over financial reporting as of December 31, 2008. In a report included in Item 8 of this Report,
management concluded that based on its assessment, MasterCard’s internal control over financial reporting was
effective as of December 31, 2008. The attestation report of PricewaterhouseCoopers LLP, our independent
registered public accounting firm, is also included in Item 8 of this Report.
There was no change in MasterCard’s internal control over financial reporting that occurred during the three
months ended December 31, 2008 that has materially affected, or is reasonably likely to materially affect,
MasterCard’s internal control over financial reporting.
Item 9B. Other Information
On February 12, 2009, the Company, in the ordinary course of business, issued 53 shares of its Class M
common stock to new principal members of MasterCard International, which was offset by the retirement of 16
shares of Class M common stock due to the terminations of principal members, pursuant to the amended and
restated certificate of incorporation of the Company (the “Charter”). In the aggregate, these issuances of new
shares of Class M common stock were more than one percent of the total number of shares of Class M common
stock outstanding. Pursuant to Article IV, Section 4.3(G) of the Charter, the Company issues a share of Class M
common stock upon each principal member of MasterCard International becoming a member and executing a
license agreement with MasterCard International. The shares of Class M common stock were issued in reliance
upon the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended, on the
basis that the transaction, the issuance of a share upon the issuance of a license, did not involve any public
offering.
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