SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check One):

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange of which registered

Class A Common Stock, par value $0.0001 per share

New York Stock Exchange

1.1% Notes due 2022

MA22

New York Stock Exchange

2.1% Notes due 2027

MA27

New York Stock Exchange

2.5% Notes due 2030

MA30

New York Stock Exchange

Yes

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files)

Yes

☒

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

o ~~(do not check if a smaller reporting company)~~

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act)

oYes

☐

☒

~~Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes~~ o No x

As of October ~~26, 2017,~~25, 2021, there were ~~1,043,602,880~~974,709,101 shares outstanding of the registrant’s Class A common stock, par value $0.0001 per share; and ~~15,060,757~~7,848,294 shares outstanding of the registrant’s Class B common stock, par value $0.0001 per share.

MASTERCARD INCORPORATED

2 MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q

~~Table of Contents~~

In this Report on Form 10-Q (“Report”), references to the “Company,” “Mastercard,” “we,” “us” or “our” refer to the ~~Mastercard brand generally, and to the~~ business conducted by Mastercard Incorporated and its consolidated subsidiaries, including our operating subsidiary, Mastercard International ~~Incorporated.~~Incorporated, and to the Mastercard brand.

Forward-Looking Statements

This Report contains forward-looking statements pursuant 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.

Many factors and uncertainties relating to our operations and business environment, all of which are difficult to predict and many of which are outside of our control, influence whether any forward-looking statements can or will be achieved. Any one of those factors could cause our actual results to differ materially from those expressed or implied in writing in any forward-looking statements made by Mastercard or on its behalf, including, but not limited to, the following factors:

•regulation directly related to the payments ~~system-related legal~~industry (including regulatory, legislative and ~~regulatory challenges (including~~litigation activity with respect to interchange ~~fees, surcharging~~rates and ~~the extension of current regulatory activity to additional jurisdictions or products)~~surcharging)

•the impact of preferential or protective government actions

•regulation of privacy, data, ~~protection~~security and ~~security~~the digital economy

•regulation that directly or indirectly applies to ~~which we are subject~~us based on our participation in the global payments industry (including ~~payments oversight,~~ anti-money laundering, ~~and~~counter financing of terrorism, economic sanctions ~~financial sector oversight,~~and anti-corruption; account-based payment systems; and issuer practice ~~regulation~~regulation)

•the impact of changes in tax laws, as well as regulations and ~~regulation~~interpretations of ~~internet and digital transactions)~~such laws or challenges to our tax positions

•potential or incurred liability and limitations on business ~~resulting from~~related to any litigation or litigation settlements

•the impact of the global coronavirus (COVID-19) pandemic and measures taken in response

•the impact of competition in the global payments industry (including disintermediation and pricing pressure)

•the challenges relating to rapid technological developments and changes

•the challenges relating to operating a real-time account-based payment system and to working with new customers and end users

•the impact of information security ~~failures,~~incidents, account data breaches or service disruptions ~~on our business~~

•issues related to our relationships with our ~~financial institution customers~~stakeholders (including loss of substantial business from significant customers, competitor relationships with our customers, ~~and~~ banking industry ~~consolidation)~~consolidation, merchants’ continued focus on acceptance costs and unique risks from our work with governments)

~~the impact of our relationships with other stakeholders, including merchants and governments~~

•exposure to loss or illiquidity due to ~~settlement guarantees~~our role as guarantor and other ~~significant third-party~~contractual obligations

•the impact of global economic, political, financial and ~~political~~societal events and conditions, ~~(including global financial market activity, declines in cross-border activity, negative trends in consumer spending and the effect of~~including adverse currency ~~fluctuation)~~fluctuations and foreign exchange controls

•reputational impact, including impact related to brand perception ~~account data breaches~~ and ~~fraudulent activity~~lack of visibility of our brands in products and services

•the inability to attract, hire and retain a highly qualified and diverse workforce, or maintain our corporate culture

•issues related to acquisition integration, strategic investments and entry into new businesses

•issues related to our Class A common stock and corporate governance structure

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 ended December 31, ~~2016.~~2020. We caution you that the important factors referenced above may not contain all of the factors that are important to you. 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.

MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q 3

PART I

Item 1. Consolidated financial statements (unaudited)

Item 2. Management’s discussion and analysis of financial condition and results of operations

Item 3. Quantitative and qualitative disclosures about market risk

Item 4. Controls and procedures

PART I ~~— FINANCIAL INFORMATION~~

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Item 1. Consolidated financial statements (unaudited)

Mastercard Incorporated

Index to consolidated financial statements (unaudited)


						Page
Consolidated Statement of Operations — Three and Nine Months Ended September 30, 2021 and 2020						6
Consolidated Statement of Comprehensive Income — Three and Nine Months Ended September 30, 2021 and 2020						7
Consolidated Balance Sheet — September 30, 2021 and December 31, 2020						8
Consolidated Statement of Changes in Equity —Three and Nine Months Ended September 30, 2021 and 2020						9
Consolidated Statement of Cash Flows — Nine Months Ended September 30, 2021 and 2020						11
Notes to consolidated financial statements						12

MASTERCARD ~~INCORPORATED~~SEPTEMBER 30, 2021 FORM 10-Q 5

~~CONSOLIDATED BALANCE SHEET~~

~~(UNAUDITED)~~

September 30, 2017 December 31, 2016
(in millions, except per share data)
ASSETS
Cash and cash equivalents $ 5,559
$ 6,721
Restricted cash for litigation settlement 545
543
Investments 1,864
1,614
Accounts receivable 1,858
1,416
Settlement due from customers 1,199
1,093
Restricted security deposits held for customers 1,026
991
Prepaid expenses and other current assets 1,180
850
Total Current Assets 13,231
13,228
Property, plant and equipment, net of accumulated depreciation of $692 and $603, respectively 901
733
Deferred income taxes 425
307
Goodwill 3,015
1,756
Other intangible assets, net of accumulated amortization of $1,108 and $974, respectively 1,147
722
Other assets 2,195
1,929
Total Assets $ 20,914
$ 18,675
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY
Accounts payable $ 722
$ 609
Settlement due to customers 1,002
946
Restricted security deposits held for customers 1,026
991
Accrued litigation 709
722
Accrued expenses 3,685
3,318
Other current liabilities 840
620
Total Current Liabilities 7,984
7,206
Long-term debt 5,393
5,180
Deferred income taxes 139
81
Other liabilities 860
524
Total Liabilities 14,376
12,991

Commitments and Contingencies

Redeemable Non-controlling Interests
70
—

Stockholders’ Equity

Class A common stock, $0.0001 par value; authorized 3,000 shares, 1,380 and 1,374 shares issued and 1,045 and 1,062 outstanding, respectively —
—
Class B common stock, $0.0001 par value; authorized 1,200 shares, 15 and 19 issued and outstanding, respectively —
—
Additional paid-in-capital 4,318
4,183
Class A treasury stock, at cost, 335 and 312 shares, respectively (19,735 ) (17,021 )
Retained earnings 22,401
19,418
Accumulated other comprehensive income (loss) (542 ) (924 )
Total Stockholders’ Equity 6,442
5,656
Non-controlling interests 26
28
Total Equity 6,468
5,684
Total Liabilities, Redeemable Non-controlling Interests and Equity $ 20,914
$ 18,675

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


Consolidated Statement of Operations (Unaudited)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(in millions, except per share data)
Net Revenue	$	4,985	$	3,837	$	13,668	$	11,181
Operating Expenses:
General and administrative	1,831		1,423		5,225		4,285
Advertising and marketing	222		168		557		415
Depreciation and amortization	188		141		537		430
Provision for litigation	27		—		94		28
Total operating expenses	2,268		1,732		6,413		5,158
Operating income	2,717		2,105		7,255		6,023
Other Income (Expense):
Investment income	5		3		9		27
Gains (losses) on equity investments, net	197		(91)		534		(190)
Interest expense	(110)		(105)		(323)		(275)
Other income (expense), net	7		3		9		7
Total other income (expense)	99		(190)		229		(431)
Income before income taxes	2,816		1,915		7,484		5,592
Income tax expense	402		402		1,176		966
Net Income	$	2,414	$	1,513	$	6,308	$	4,626
Basic Earnings per Share	$	2.45	$	1.51	$	6.37	$	4.61
Basic weighted-average shares outstanding	986		1,001		990		1,003
Diluted Earnings per Share	$	2.44	$	1.51	$	6.35	$	4.59
Diluted weighted-average shares outstanding	990		1,005		994		1,008

The accompanying notes are an integral part of these consolidated financial statements.

6 MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q

PART I

~~Table of Contents~~ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


Consolidated Statement of Comprehensive Income (Unaudited)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(in millions)
Net Income	$	2,414	$	1,513	$	6,308	$	4,626
Other comprehensive income (loss):
Foreign currency translation adjustments	(219)		228		(274)		(17)
Income tax effect	9		(8)		33		21
Foreign currency translation adjustments, net of income tax effect	(210)		220		(241)		4

Translation adjustments on net investment hedges	90		(73)		162		(82)
Income tax effect	(20)		16		(36)		18
Translation adjustments on net investment hedges, net of income tax effect	70		(57)		126		(64)

Cash flow hedges	2		—		1		(189)
Income tax effect	—		—		—		42
Reclassification adjustments for cash flow hedges	1		2		5		3
Income tax effect	—		(1)		(1)		(1)
Cash flow hedges, net of income tax effect	3		1		5		(145)

Defined benefit pension and other postretirement plans	—		—		—		—
Income tax effect	—		—		—		—
Reclassification adjustment for defined benefit pension and other postretirement plans	—		—		(1)		(1)
Income tax effect	—		—		—		—
Defined benefit pension and other postretirement plans, net of income tax effect	—		—		(1)		(1)

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

Other comprehensive income (loss), net of tax	(138)		166		(111)		(207)
Comprehensive Income	$	2,276	$	1,679	$	6,197	$	4,419

~~MASTERCARD INCORPORATED~~

~~CONSOLIDATED STATEMENT OF OPERATIONS~~

~~(UNAUDITED)~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
(in millions, except per share data)
Net Revenue $ 3,398
$ 2,880
$ 9,185
$ 8,020
Operating Expenses
General and administrative 1,136
933
3,162
2,731
Advertising and marketing 203
184
587
503
Depreciation and amortization 118
93
321
281
Provision for litigation settlement —
—
15
107
Total operating expenses 1,457
1,210
4,085
3,622
Operating income 1,941
1,670
5,100
4,398
Other Income (Expense)
Investment income 15
12
44
32
Interest expense (35 ) (23 ) (113 ) (65 )
Other income (expense), net 11
(26 ) 7
(30 )
Total other income (expense) (9 ) (37 ) (62 ) (63 )
Income before income taxes 1,932
1,633
5,038
4,335
Income tax expense 502
449
1,350
1,209
Net Income $ 1,430
$ 1,184
$ 3,688
$ 3,126

Basic Earnings per Share $ 1.34
$ 1.08
$ 3.45
$ 2.84
Basic Weighted-Average Shares Outstanding 1,063
1,096
1,071
1,101
Diluted Earnings per Share $ 1.34
$ 1.08
$ 3.43
$ 2.83
Diluted Weighted-Average Shares Outstanding 1,068
1,099
1,075
1,104

The accompanying notes are an integral part of these consolidated financial statements.

5MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q 7

PART I

~~Table of Contents~~ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


Consolidated Balance Sheet (Unaudited)
	September 30, 2021		December 31, 2020
	(in millions, except per share data)
Assets
Current assets:
Cash and cash equivalents	$	6,406	$	10,113
Restricted cash for litigation settlement	586		586
Investments	510		483
Accounts receivable	2,820		2,646
Settlement due from customers	861		1,706
Restricted security deposits held for customers	1,832		1,696
Prepaid expenses and other current assets	2,367		1,883
Total current assets	15,382		19,113
Property, equipment and right-of-use assets, net of accumulated depreciation and amortization of $1,570 and $1,390, respectively	1,860		1,902
Deferred income taxes	471		491
Goodwill	7,569		4,960
Other intangible assets, net of accumulated amortization of $1,676 and $1,489, respectively	3,561		1,753
Other assets	6,567		5,365
Total Assets	$	35,410	$	33,584
Liabilities, Redeemable Non-controlling Interests and Equity
Current liabilities:
Accounts payable	$	557	$	527
Settlement due to customers	496		1,475
Restricted security deposits held for customers	1,832		1,696
Accrued litigation	838		842
Accrued expenses	5,964		5,430
Current portion of long-term debt	650		649
Other current liabilities	1,224		1,228
Total current liabilities	11,561		11,847
Long-term debt	13,211		12,023
Deferred income taxes	374		86
Other liabilities	3,462		3,111
Total Liabilities	28,608		27,067
Commitments and Contingencies	0		0
Redeemable Non-controlling Interests	29		29
Stockholders’ Equity
Class A common stock, $0.0001 par value; authorized 3,000 shares, 1,397 and 1,396 shares issued and 976 and 987 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		4,982
Class A treasury stock, at cost, 422 and 409 shares, respectively	(41,282)		(36,658)
Retained earnings	43,750		38,747
Accumulated other comprehensive income (loss)	(791)		(680)
Mastercard Incorporated Stockholders' Equity	6,703		6,391
Non-controlling interests	70		97
Total Equity	6,773		6,488
Total Liabilities, Redeemable Non-controlling Interests and Equity	$	35,410	$	33,584

~~MASTERCARD INCORPORATED~~

~~CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME~~

~~(UNAUDITED)~~

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(in millions)
Net Income $ 1,430
$ 1,184
$ 3,688
$ 3,126
Other comprehensive income (loss):
Foreign currency translation adjustments 199
(2 ) 515
3
Income tax effect (1 ) (5 ) —
(10 )
Foreign currency translation adjustments, net of income tax effect 198
(7 ) 515
(7 )

Translation adjustments on net investment hedge (65 ) (20 ) (207 ) (56 )
Income tax effect 23
7
75
20
Translation adjustments on net investment hedge, net of income tax effect (42 ) (13 ) (132 ) (36 )

Defined benefit pension and other postretirement plans —
—
(2 ) (1 )
Income tax effect —
—
1
—
Defined benefit pension and other postretirement plans, net of income tax effect —
—
(1 ) (1 )

Investment securities available-for-sale 1
—
(1 ) 5
Income tax effect —
—
1
(2 )
Investment securities available-for-sale, net of income tax effect 1
—
—
3

Other comprehensive income (loss), net of tax 157
(20 ) 382
(41 )
Comprehensive Income $ 1,587
$ 1,164
$ 4,070
$ 3,085

The accompanying notes are an integral part of these consolidated financial statements.

8 MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q

~~MASTERCARD INCORPORATED~~

PART I

ITEM 1. CONSOLIDATED ~~STATEMENT OF CHANGES IN EQUITY~~FINANCIAL STATEMENTS (UNAUDITED)

~~(UNAUDITED)~~


Consolidated Statement of Changes in Equity (Unaudited)
	Three Months Ended September 30, 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 June 30, 2021	$	—	$	—	$	5,053	$	(39,729)	$	41,771	$	(653)	$	6,442	$	98	$	6,540
Net income	—		—		—		—		2,414		—		2,414		—		2,414
Activity related to non-controlling interests	—		—		—		—		—		—		—		(11)		(11)
Acquisition of non-controlling interest	—		—		(122)		—		—		—		(122)		(17)		(139)
Redeemable non-controlling interest adjustments	—		—		—		—		(2)		—		(2)		—		(2)
Other comprehensive income (loss)	—		—		—		—		—		(138)		(138)		—		(138)
Dividends	—		—		—		—		(433)		—		(433)		—		(433)
Purchases of treasury stock	—		—		—		(1,553)		—		—		(1,553)		—		(1,553)
Share-based payments	—		—		95		—		—		—		95		—		95
Balance at September 30, 2021	$	—	$	—	$	5,026	$	(41,282)	$	43,750	$	(791)	$	6,703	$	70	$	6,773


	Nine Months Ended September 30, 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	—		—		—		—		6,308		—		6,308		—		6,308
Activity related to non-controlling interests	—		—		—		—		—		—		—		(10)		(10)
Acquisition of non-controlling interest	—		—		(122)		—		—		—		(122)		(17)		(139)
Redeemable non-controlling interest adjustments	—		—		—		—		(4)		—		(4)		—		(4)
Other comprehensive income (loss)	—		—		—		—		—		(111)		(111)		—		(111)
Dividends	—		—		—		—		(1,301)		—		(1,301)		—		(1,301)
Purchases of treasury stock	—		—		—		(4,628)		—		—		(4,628)		—		(4,628)
Share-based payments	—		—		166		4		—		—		170		—		170
Balance at September 30, 2021	$	—	$	—	$	5,026	$	(41,282)	$	43,750	$	(791)	$	6,703	$	70	$	6,773

MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q 9

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


Consolidated Statement of Changes in Equity (Unaudited) - (Continued)																									Consolidated Statement of Changes in Equity (Unaudited) - (Continued)
																												Three Months Ended September 30, 2020
																												Stockholders’ Equity
	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
	Common Stock				Retained Earnings			Accumulated Other Comprehensive Income (Loss)				Additional Paid-In Capital		Class A Treasury Stock				Non- Controlling Interests				Total Equity						Class A			Class B
	Class A		Class B																		(in millions)
	(in millions, except per share data)
Balance at December 31, 2016	$	—	$	—	$	19,418				$	(924			)		$	4,183			$	(17,021				)	$	28		$	5,684
Balance at June 30, 2020																									Balance at June 30, 2020			$	—		$	—	$	4,832	$	(33,604)	$	36,288			$	(1,046)			$	6,470	$	28	$	6,498
Net income	—		—		3,688			—				—		—				—				3,688			Net income			—			—		—		—		1,513		—				1,513		—		1,513
Activity related to non-controlling interests	—		—		—			—				—		—				(2		)		(2		)	Activity related to non-controlling interests			—			—		—		—		—		—				—		32		32
Other comprehensive income (loss), net of tax	—		—		—			382				—		—				—				382
Cash dividends declared on Class A and Class B common stock, $0.66 per share	—		—		(705		)	—				—		—				—				(705		)
Redeemable non-controlling interest adjustments																									Redeemable non-controlling interest adjustments			—			—		—		—		—		—				—		—		—
Other comprehensive income (loss)																									Other comprehensive income (loss)			—			—		—		—		—		166				166		—		166
Dividends																									Dividends			—			—		—		—		(398)		—				(398)		—		(398)
Purchases of treasury stock	—		—		—			—				—		(2,718		)		—				(2,718		)	Purchases of treasury stock			—			—		—		(2,049)		—		—				(2,049)		—		(2,049)
Share-based payments	—		—		—			—				135		4				—				139			Share-based payments			—			—		94		—		—		—				94		—		94
Balance at September 30, 2017	$	—	$	—	$	22,401		$	(542	)		$	4,318	$	(19,735	)		$	26			$	6,468
Balance at September 30, 2020																									Balance at September 30, 2020			$	—		$	—	$	4,926	$	(35,653)	$	37,403	$	(880)			$	5,796	$	60	$	5,856


	Nine Months Ended September 30, 2020
	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, 2019	$	—	$	—	$	4,787	$	(32,205)	$	33,984	$	(673)	$	5,893	$	24	$	5,917
Net income	—		—		—		—		4,626		—		4,626		—		4,626
Activity related to non-controlling interests	—		—		—		—		—		—		—		36		36
Redeemable non-controlling interest adjustments	—		—		—		—		(5)		—		(5)		—		(5)
Other comprehensive income (loss)	—		—		—		—		—		(207)		(207)		—		(207)
Dividends	—		—		—		—		(1,202)		—		(1,202)		—		(1,202)
Purchases of treasury stock	—		—		—		(3,454)		—		—		(3,454)		—		(3,454)
Share-based payments	—		—		139		6		—		—		145		—		145
Balance at September 30, 2020	$	—	$	—	$	4,926	$	(35,653)	$	37,403	$	(880)	$	5,796	$	60	$	5,856

The accompanying notes are an integral part of these consolidated financial statements.

10 MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q

PART I

~~Table of Contents~~ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


Consolidated Statement of Cash Flows (Unaudited)
	Nine Months Ended September 30,
	2021		2020
	(in millions)
Operating Activities
Net income	$	6,308	$	4,626
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of customer and merchant incentives	995		749
Depreciation and amortization	537		430
(Gains) losses on equity investments, net	(534)		190
Share-based compensation	241		202
Deferred income taxes	(49)		7
Other	34		15
Changes in operating assets and liabilities:
Accounts receivable	(234)		112

Settlement due from customers	845		1,618
Prepaid expenses	(1,742)		(1,291)
Accrued litigation and legal settlements	(4)		(116)
Restricted security deposits held for customers	136		198
Accounts payable	(74)		(145)
Settlement due to customers	(978)		(1,587)

Accrued expenses	692		(399)
Net change in other assets and liabilities	101		362
Net cash provided by operating activities	6,274		4,971
Investing Activities
Purchases of investment securities available-for-sale	(326)		(161)
Purchases of investments held-to-maturity	(172)		(126)
Proceeds from sales of investment securities available-for-sale	202		349
Proceeds from maturities of investment securities available-for-sale	95		127
Proceeds from maturities of investments held-to-maturity	156		84
Purchases of property and equipment	(285)		(280)
Capitalized software	(301)		(277)
Purchases of equity investments	(179)		(183)
Proceeds from sales of equity investments	185		—
Acquisition of businesses, net of cash acquired	(4,197)		(183)
Settlement of interest rate derivative contracts	—		(175)
Other investing activities	(12)		—
Net cash used in investing activities	(4,834)		(825)
Financing Activities
Purchases of treasury stock	(4,628)		(3,443)
Dividends paid	(1,307)		(1,206)
Proceeds from debt, net	1,282		3,959

Acquisition of redeemable non-controlling interests	—		(49)
Acquisition of non-controlling interest	(133)		—
Contingent consideration paid	(64)		—
Tax withholdings related to share-based payments	(130)		(145)
Cash proceeds from exercise of stock options	55		88
Other financing activities	(13)		19
Net cash used in financing activities	(4,938)		(777)
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	(80)		66
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	(3,578)		3,435
Cash, cash equivalents, restricted cash and restricted cash equivalents - beginning of period	12,419		8,969
Cash, cash equivalents, restricted cash and restricted cash equivalents - end of period	$	8,841	$	12,404

~~MASTERCARD INCORPORATED~~

~~CONSOLIDATED STATEMENT OF CASH FLOWS~~

~~(UNAUDITED)~~

Nine Months Ended September 30,
2017 2016
(in millions)
Operating Activities
Net income $ 3,688
$ 3,126
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of customer and merchant incentives 761
629
Depreciation and amortization 321
281
Share-based compensation 137
110
Tax benefit for share-based payments —
(44 )
Deferred income taxes (56 ) (1 )
Other 22
(24 )
Changes in operating assets and liabilities:
Accounts receivable (321 ) (190 )
Settlement due from customers (105 ) (53 )
Prepaid expenses (1,286 ) (818 )
Accrued litigation and legal settlements (14 ) 12
Accounts payable 85
(33 )
Settlement due to customers 54
171
Accrued expenses 380
247
Net change in other assets and liabilities 128
130
Net cash provided by operating activities 3,794
3,543
Investing Activities
Purchases of investment securities available-for-sale (531 ) (751 )
Purchases of investments held-to-maturity (925 ) (729 )
Proceeds from sales of investment securities available-for-sale 153
164
Proceeds from maturities of investment securities available-for-sale 371
247
Proceeds from maturities of investments held-to-maturity 872
240
Purchases of property, plant and equipment (214 ) (156 )
Capitalized software (87 ) (124 )
Acquisition of businesses, net of cash acquired (1,175 ) —
Investment in nonmarketable equity investments (128 ) (14 )
Other investing activities 8
(2 )
Net cash used in investing activities (1,656 ) (1,125 )
Financing Activities
Purchases of treasury stock (2,731 ) (2,410 )
Dividends paid (709 ) (630 )
Payment of debt (64 ) —
Tax benefit for share-based payments —
44
Tax withholdings related to share-based payments (46 ) (51 )
Cash proceeds from exercise of stock options 48
31
Other financing activities 8
(3 )
Net cash used in financing activities (3,494 ) (3,019 )
Effect of exchange rate changes on cash and cash equivalents 194
59
Net decrease in cash and cash equivalents (1,162 ) (542 )
Cash and cash equivalents - beginning of period 6,721
5,747
Cash and cash equivalents - end of period $ 5,559
$ 5,205

The accompanying notes are an integral part of these consolidated financial statements.

MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q 11

~~Table of Contents~~

PART I

~~MASTERCARD INCORPORATED~~

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ~~(UNAUDITED)~~

Notes to consolidated financial statements (unaudited)

Note 1. Summary of Significant Accounting Policies

Organization

Mastercard Incorporated and its consolidated subsidiaries, including Mastercard International Incorporated (“Mastercard International” and together with Mastercard Incorporated, “Mastercard” or the “Company”), is a technology company in the global payments industry that connects consumers, financial institutions, merchants, governments, digital partners, businesses and ~~businesses~~other organizations worldwide, enabling them to use electronic forms of payment instead of cash and checks. The Company facilitates the switching (authorization, clearing and settlement) of payment transactions, and delivers related products and services. The Company makes payments easier and more efficient by creating a wide range of payment solutions and services through a family of well-known brands, including Mastercard®, Maestro® and Cirrus®. The Company also provides value-added offerings such as safety and security products, information services and consulting, issuer and acquirer processing, and loyalty and reward programs. The Company’s network is designed to ensure safety and security for the global payments system. A typical transaction on the Company’s network involves four participants in addition to the Company: cardholder (an individual who holds a card or uses another device enabled for payment), merchant, issuer (the cardholder’s financial institution) and acquirer (the merchant’s financial institution). The Company’s customers encompass a vast array of entities, including financial institutions and other entities that act as “issuers” and “acquirers”, as well as merchants, governments, and other businesses. The Company does not issue cards, extend credit, determine or receive revenue from interest rates or other fees charged to cardholders by issuers, or establish the rates charged by acquirers in connection with merchants’ acceptance of the Company’s branded cards.

Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of Mastercard and its majority-owned and controlled entities, including any variable interest entities (“VIEs”) for which the Company is the primary beneficiary. Investments in VIEs for which the Company is not considered the primary beneficiary are not consolidated and are accounted for as equity method or measurement alternative method investments and recorded in other assets on the consolidated balance sheet. At September 30, ~~2017~~2021 and December 31, ~~2016,~~2020, there were no significant VIEs which required ~~consolidation.~~consolidation and the investments were not considered material to the consolidated financial statements. The Company consolidates acquisitions as of the date inon which the Company has obtained a controlling financial interest. Intercompany transactions and balances have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the ~~2017~~2021 presentation. The Company follows accounting principles generally accepted in the United States of America (“GAAP”).

The balance sheet as of December 31, ~~2016~~2020 was derived from the audited consolidated financial statements as of December 31, ~~2016.~~2020. The consolidated financial statements for the three and nine months ended September 30, ~~2017~~2021 and ~~2016~~2020 and as of September 30, ~~2017~~2021 are unaudited, and in the opinion of management, include all normal recurring adjustments that are necessary to present fairly the results for interim periods. The results of operations for the three and nine months ended September 30, ~~2017~~2021 are not necessarily indicative of the results to be expected for the full year.

The accompanying unaudited consolidated financial statements are presented in accordance with the U.S. Securities and Exchange Commission (“SEC”) requirements for Quarterly Reports on Form 10-Q. Reference should be made to ~~the Mastercard Incorporated~~Mastercard’s Annual Report on Form 10-K for the year ended December 31, ~~2016~~2020 for additional disclosures, including a summary of the Company’s significant accounting policies.

Non-controlling interest amounts are included in the consolidated statement of operations within other income (expense). For the three and nine months ended September 30, 2017 and 2016, activity from non-controlling interests was not material to the respective period results.

~~Recent Accounting Pronouncements~~

~~Derivatives and Hedging~~ - In August 2017, the Financial Accounting Standards Board (“FASB”) issued accounting guidance to improve and simplify existing guidance to allow companies to better reflect its risk management activities in the financial statements. The guidance expands the ability to hedge nonfinancial and financial risk components, eliminates the requirement to separately measure and recognize hedge ineffectiveness and eases requirements of an entity’s assessment of hedge effectiveness. This guidance is effective for periods beginning after December 15, 2018 and early adoption is permitted. The Company currently does not account for its foreign currency derivative contracts under hedge accounting. However, the Company is in the process of evaluating the potential impacts this guidance may have on its consolidated financial statements if it decides to account for these contracts under the new hedge accounting rules. For a more detailed

~~Table of Contents~~

~~MASTERCARD INCORPORATED~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)~~

~~discussion of the Company’s foreign exchange risk management activities, refer to Note 13 (Foreign Exchange Risk Management).~~

~~Net periodic pension cost and net periodic postretirement benefit cost~~ - In March 2017, the FASB issued accounting guidance to improve the presentation of net periodic pension cost and net periodic postretirement benefit cost. Under this guidance, the service cost component is required to be reported in the same line item as other compensation costs arising from services rendered by employees during the period. The other components of the net periodic benefit costs are required to be presented in the consolidated statement of operations separately from the service cost component and outside of operating income. This guidance is required to be applied retrospectively. This guidance is effective for periods beginning after December 15, 2017, and interim periods within those years, with early adoption permitted. The Company will adopt this guidance effective January 1, 2018. The Company is in the process of evaluating the impacts this guidance will have on its consolidated financial statements and, at this time, does not expect the impacts to be material.

~~Goodwill impairment~~ - In January 2017, the FASB issued accounting guidance to simplify how companies are required to test goodwill for impairment. Under this guidance, step 2 of the goodwill impairment test has been eliminated. Step 2 of the goodwill impairment test required companies to determine the implied fair value of the reporting unit’s goodwill. Under this guidance, companies will perform their annual, or interim, goodwill impairment test by comparing the reporting unit’s carrying value, including goodwill, to its fair value. An impairment charge would be recorded if the reporting unit’s carrying value exceeds its fair value. This guidance is required to be applied prospectively and is effective for periods beginning after December 15, 2019, with early adoption permitted. The Company adopted this guidance effective January 1, 2017 and there was no impact from the adoption of the new accounting guidance on its consolidated financial statements.

~~Restricted cash~~ - In November 2016, the FASB issued accounting guidance to address diversity in the classification and presentation of changes in restricted cash on the consolidated statement of cash flows. Under this guidance, companies will be required to present restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts shown on the consolidated statement of cash flows. This guidance is required to be applied retrospectively and is effective for periods beginning after December 15, 2017, with early adoption permitted. The Company will adopt this guidance effective January 1, 2018. Upon adoption of this standard, the Company will include restricted cash, which currently consists primarily of restricted cash for litigation settlement and restricted security deposits held for customers in its reconciliation of beginning-of-period and end-of-period amounts shown on the consolidated statement of cash flows.

~~Intra-entity asset transfers~~ - In October 2016, the FASB issued accounting guidance to simplify the accounting for income tax consequences of intra-entity transfers of assets other than inventory. Under this guidance, companies will be required to recognize the income tax consequences of an intra-entity asset transfer when the transfer occurs. This guidance must be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the period of adoption. This guidance is effective for periods beginning after December 15, 2017 and early adoption is permitted. The Company will adopt this guidance effective January 1, 2018. The Company is in the process of evaluating the impacts this guidance will have on its consolidated financial statements. However, the Company expects that it will recognize a cumulative-effect adjustment to retained earnings upon adoption of the new guidance related to certain tax activity resulting from intra-entity asset transfers occurring before the date of adoption. For a more detailed discussion of an intra-entity transfer of intellectual property that occurred in the fourth quarter of 2014, refer to Note 17 (Income Taxes) to the consolidated financial statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2016.

~~Share-based payments~~ ~~- In March 2016, the FASB~~issued accounting guidance related to share-based payments to employees. The Company adopted this guidance on January 1, 2017. The adoption had the following impacts on the consolidated financial statements:

The Company is required to recognize the excess tax benefits and deficiencies from share-based awards in the consolidated statement of operations in the period in which they occurred rather than in additional paid-in-capital. For the ~~three and nine months ended September 30, 2017, the Company recorded excess tax benefits of~~ ~~$9 million~~ ~~and~~ ~~$40 million~~, respectively, within income tax expense. The Company is also required to revise its calculation of diluted weighted-average shares outstanding by excluding the tax effects from the assumed proceeds available to repurchase shares. For the ~~three and nine months ended September 30, 2017, diluted weighted-average shares~~

~~Table of Contents~~

~~MASTERCARD INCORPORATED~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)~~

~~outstanding included additional shares of~~ ~~1 million~~ ~~for both periods as a result of the change in this calculation. For the~~ ~~three and nine months ended September 30, 2017, the net impact of adoption resulted in an increase of~~ ~~$0.01~~ ~~and~~ ~~$0.03~~, respectively, to diluted earnings per share. Lastly, the Company is required to change the classification of these tax effects within the consolidated statement of cash flows and classify them as an operating activity rather than as a financing activity. Each of these above items have been adopted prospectively.

Retrospectively, the Company is required to change its classification of cash paid for employees withholding tax related to equity awards as a financing activity rather than as an operating activity within the consolidated statement of cash flows. As a result of this change in classification, cash provided by operating activities and cash used in financing activities within the consolidated statement of cash flows increased by ~~$46 million~~ ~~and~~ ~~$51 million~~ ~~for the~~ ~~nine months ended September 30, 2017~~ ~~and~~ ~~2016, respectively.~~

This guidance allows a company-wide accounting policy election either to continue estimating forfeitures each period or to account for forfeitures as they occur. The Company elected to continue its existing practice to estimate the number of awards that will be forfeited. There was no impact on its consolidated financial statements.

~~Leases~~ - In February 2016, the FASB issued accounting guidance that will change how companies account for and present lease arrangements. This guidance requires companies to recognize leased assets and liabilities for both capital and operating leases. This guidance is effective for periods after December 15, 2018 and early adoption is permitted. Companies are required to adopt the guidance using a modified retrospective method. The Company expects to adopt this guidance effective January 1, 2019. The Company is in the process of evaluating the potential effects this guidance will have on its consolidated financial statements.

~~Revenue recognition~~ - In May 2014, the FASB issued accounting guidance that provides a single, comprehensive revenue recognition model for all contracts with customers and supersedes most of the existing revenue recognition requirements. Under this guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued accounting guidance that delayed the effective date of this standard by one year, making this guidance effective for fiscal years beginning after December 15, 2017. This guidance will impact the timing of recognition for certain of the Company’s customer incentives. Under the new guidance, the Company will recognize certain customer incentives over the life of the contract as revenue is recognized versus as they are earned by the customer. The Company will adopt the new accounting guidance effective January 1, 2018. The accounting guidance permits either a full retrospective or a modified retrospective transition method. The Company expects to adopt this guidance with the modified retrospective transition method. The impact of the new accounting guidance will be dependent upon customer deals that have been executed and those that will be executed through the balance of 2017 and 2018. As such, the Company is in the process of quantifying the potential effects this guidance will have on its consolidated financial statements.

Note 2. Acquisitions

InDuring the nine months ended September 30, ~~2017,~~2021, the Company acquired businesses for ~~total~~$4.4 billion in cash consideration. These acquisitions align with the Company’s strategy to grow, diversify and build the Company’s business.

On March 5, 2021, Mastercard acquired a majority of the Corporate Services business of Nets Denmark A/S (“Nets”) for €3.0 billion (approximately $3.6 billion as of the date of acquisition) in cash consideration based on a €2.85 billion enterprise value, adjusted for cash and net working capital at closing. The business acquired is primarily comprised of clearing and instant payment services and e-billing solutions. In relation to this acquisition, the Company’s preliminary estimate of net assets acquired primarily relates to intangible assets, including goodwill of $2.1 billion, of which $0.8 billion is expected to be deductible for local tax purposes. The goodwill arising from this acquisition is primarily attributable to the synergies expected to arise through geographic, product and customer expansion, the underlying technology and workforce acquired.

On June 9, 2021, Mastercard acquired a 100% equity interest in Ekata, Inc. (“Ekata”) for cash consideration of ~~$1.5 billion. For the businesses acquired, Mastercard allocated the values associated with the assets, liabilities and redeemable non-controlling interests~~$861 million, based on ~~their respective fair values on~~an $850 million enterprise value, adjusted for cash and net working capital at closing. The acquisition of Ekata is expected to broaden the Company’s digital identity verification capabilities. The residual value allocated to goodwill is primarily attributable to the synergies expected to arise after the acquisition ~~dates.~~ date and none of the goodwill is expected to be deductible for local tax purposes.

Refer to Note 1 (Summary of Significant Accounting Policies) to the consolidated financial statements included in Part II, Item 8 of ~~our~~the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2020 for the valuation techniques Mastercard utilizes to fair value the ~~assets and liabilities acquired in~~respective components of business combinations. ~~The residual value allocated to goodwill is primarily attributable to the synergies expected to arise after the acquisition date and is not expected to be deductible for local tax purposes.~~

1012 MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q

~~Table of Contents~~

PART I

~~MASTERCARD INCORPORATED~~

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ~~(UNAUDITED) – (Continued)~~

~~For acquisitions occurring in 2017, the~~The Company is in the process of evaluating ~~and finalizing~~additional information necessary to finalize the ~~purchase price accounting; however, the preliminary estimated fair values~~valuation of the ~~purchase price allocations in aggregate,~~acquired assets and liabilities assumed as of the acquisition dates for the Nets and Ekata acquisitions. Therefore, the preliminary fair values set forth below use information available as of September 30, 2021 and are subject to adjustment as additional information is evaluated and the valuations are completed. The initial purchase price allocation, as of the acquisition dates, is noted below:

(in millions)
Cash consideration $ 1,286
Contingent consideration 198
Redeemable non-controlling interests 69
Gain on previously held minority interest 13
Total fair value of businesses acquired $ 1,566

Assets:
Cash and cash equivalents $ 111
Other current assets 108
Other intangible assets 488
Goodwill 1,131
Other assets 90
Total assets 1,928

Liabilities:
Short-term debt¹
64
Other current liabilities 169
Net pension liability 66
Other liabilities 63
Total liabilities 362

Net assets acquired $ 1,566

¹ ~~The short-term debt assumed through acquisitions was repaid during the second quarter of 2017.~~


	(in millions)






Assets:
Cash and cash equivalents	$	228
Other current assets	33
Other intangible assets	1,917
Goodwill	2,695

Other assets	15
Total assets	4,888

Liabilities:

Other current liabilities	91
Deferred income taxes	359
Other liabilities	11
Total liabilities	461

Net assets acquired	$	4,427

The following table summarizes the identified intangible assets ~~acquired:~~

Acquisition Date
Fair Value
Weighted-Average Useful Life
(in millions) (Years)
Developed technologies $ 302
7.6
Customer relationships 183
10.0
Other 3
1.6
Other intangible assets $ 488
8.5

~~For~~acquired during the businesses acquired in 2017, the largest acquisition relates to VocaLink Holdings Limited (“Vocalink”), a payment systems and ATM switching platform operator, located principally in the U.K. On April 28, 2017, Mastercard acquired a 92.4% controlling interest in Vocalink for cash consideration of £719 million ($929 million as of the acquisition date). In addition, the Vocalink sellers have the potential to earn additional contingent consideration up to £169 million (approximately $225 million as ofnine months ended September 30, ~~2017) if certain revenue targets are met in 2018. Refer to Note 4 (Fair Value and Investment Securities) for additional~~2021:


	Acquisition Date Fair Value		Weighted-Average Useful Life
	(in millions)		(in years)
Developed technologies	$	366	12.3
Customer relationships	1,530		19.0
Other	21		8.0
Other intangible assets	$	1,917	17.6

Proforma information related to ~~the fair value of contingent consideration.~~

A majority of Vocalink’s shareholders have retained a 7.6% ownership for at least three years, which is recorded as redeemable non-controlling interests on the consolidated balance sheet. These remaining shareholders have a put option to sell their ownership interest to Mastercard on the third and fifth anniversaries of the transaction and quarterly thereafter (the “Third Anniversary Option” and “Fifth Anniversary Option”, respectively). The Third Anniversary Option is exercisable at a fixed price of £58 million (approximately $75 million as of September 30, 2017) (the “Fixed Price”). The Fifth Anniversary Option is exercisable at the greater of the Fixed Price or fair value. Additionally, Mastercard has a call option to purchase the remaining interest from Vocalink’s shareholders on the fifth anniversary of the transaction and quarterly thereafter, which is exercisable at the greater of the Fixed Price or fair value. The fair value of the redeemable non-controlling interests was determined utilizing a market approach, which extrapolated the consideration transferred that was discounted for

~~Table of Contents~~

~~MASTERCARD INCORPORATED~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)~~

~~lack of control and marketability. The rollforward of redeemable non-controlling interests was not included as the activity was not considered to be material.~~

~~Pro forma information related to~~these acquisitions was not included because the impact on the ~~Company's~~Company’s consolidated results of operations was not considered to be material.

In 2020, the Company acquired several businesses in separate transactions for total consideration of $1.1 billion. As of September 30, 2021, the Company had finalized the purchase accounting for $185 million of the businesses acquired and is evaluating and finalizing the purchase accounting for the remainder of businesses acquired during 2020. For the preliminary estimated and final fair values of the purchase price allocations, as of the acquisition dates, refer to Note 2 (Acquisitions) to the consolidated financial statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Pending Acquisitions

As of September 30, 2021, Mastercard has entered into definitive agreements to acquire certain businesses in separate transactions for total consideration of approximately $266 million. These acquisitions have closed or are expected to close in the fourth quarter of 2021 and are expected to further compliment the Company’s strategic goals.

MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q 13

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3. Revenue

The Company’s disaggregated net revenue by source and geographic region were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(in millions)
Revenue by source:
Domestic assessments	$	2,139	$	1,750	$	5,993	$	4,907
Cross-border volume fees	1,276		791		3,284		2,645
Transaction processing	2,849		2,251		7,812		6,352
Other revenues	1,562		1,143		4,384		3,286
Gross revenue	7,826		5,935		21,473		17,190
Rebates and incentives (contra-revenue)	(2,841)		(2,098)		(7,805)		(6,009)
Net revenue	$	4,985	$	3,837	$	13,668	$	11,181
Net revenue by geographic region:
North American Markets	$	1,707	$	1,381	$	4,803	$	3,958
International Markets	3,218		2,419		8,715		7,094
Other 1	60		37		150		129
Net revenue	$	4,985	$	3,837	$	13,668	$	11,181

1 Includes revenues managed by corporate functions.

The Company’s customers are generally billed weekly, however, the frequency is dependent upon the nature of the performance obligation and the underlying contractual terms. The Company does not typically offer extended payment terms to customers. The following table sets forth the location of the amounts recognized on the consolidated balance sheet from contracts with customers:


	September 30, 2021		December 31, 2020
	(in millions)
Receivables from contracts with customers
Accounts receivable	$	2,661	$	2,505
Contract assets
Prepaid expenses and other current assets	84		59
Other assets	365		245
Deferred revenue 1
Other current liabilities	416		355
Other liabilities	209		143

1 Revenue recognized from performance obligations satisfied during the three and nine months ended September 30, 2021 and 2020 was $180 million and $651 million and $289 million and $684 million, respectively.

14 MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4. Earnings Per Share

The components of basic and diluted earnings per share (“EPS”) for common ~~stock~~shares were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(in millions, except per share data)
Numerator
Net income	$	2,414	$	1,513	$	6,308	$	4,626
Denominator
Basic weighted-average shares outstanding	986		1,001		990		1,003
Dilutive stock options and stock units	4		4		4		5
Diluted weighted-average shares outstanding 1	990		1,005		994		1,008
Earnings per Share
Basic	$	2.45	$	1.51	$	6.37	$	4.61
Diluted	$	2.44	$	1.51	$	6.35	$	4.59

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
(in millions, except per share data)
Numerator
Net income $ 1,430
$ 1,184
$ 3,688
$ 3,126
Denominator
Basic weighted-average shares outstanding 1,063
1,096
1,071
1,101
Dilutive stock options and stock units 5
3
4
3
Diluted weighted-average shares outstanding¹
1,068
1,099
1,075
1,104
Earnings per Share
Basic $ 1.34
$ 1.08
$ 3.45
$ 2.84
Diluted $ 1.34
$ 1.08
$ 3.43
$ 2.83

¹For the periods presented, the calculation of diluted EPS excluded a minimal amount of anti-dilutive share-based payment awards.

Note 4. 5. Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents

The following table provides a reconciliation of cash, cash equivalents, restricted cash and restricted cash equivalents reported on the consolidated balance sheet that total to the amounts shown on the consolidated statement of cash flows.


	September 30, 2021		December 31, 2020
	(in millions)
Cash and cash equivalents	$	6,406	$	10,113
Restricted cash and restricted cash equivalents
Restricted cash for litigation settlement	586		586
Restricted security deposits held for customers	1,832		1,696
Prepaid expenses and other current assets	17		24

Cash, cash equivalents, restricted cash and restricted cash equivalents	$	8,841	$	12,419

Note 6. Investments

The Company’s investments on the consolidated balance sheet include both available-for-sale and held-to-maturity securities (see Investments section below). The Company classifies its investments in equity securities of publicly traded and privately held companies within other assets on the consolidated balance sheet (see Equity Investments section below).

Investments

Investments on the consolidated balance sheet consisted of the following:


	September 30, 2021		December 31, 2020
	(in millions)
Available-for-sale securities	$	335	$	321
Held-to-maturity securities	175		162
Total investments	$	510	$	483

MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q 15

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Available-for-Sale Securities

The major classes of the Company’s available-for-sale investment securities and their respective amortized cost basis and fair values were as follows:


	September 30, 2021								December 31, 2020
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value		Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
	(in millions)
Municipal securities	$	3	$	—	$	—	$	3	$	10	$	—	$	—	$	10
Government and agency securities	115		—		—		115		64		—		—		64
Corporate securities	216		1		—		217		246		1		—		247

Total	$	334	$	1	$	—	$	335	$	320	$	1	$	—	$	321

The Company’s corporate and municipal available-for-sale investment securities held at September 30, 2021 and December 31, 2020 primarily carried a credit rating of A- or better. Corporate securities are comprised of commercial paper and corporate bonds. Municipal securities are comprised of state tax-exempt bonds and are diversified across states and sectors. Government and agency securities include U.S. government bonds, U.S. government sponsored agency bonds and foreign government bonds which are denominated in the national currency of the issuing country. Unrealized gains and losses are recorded as a separate component of other comprehensive income (loss) on the consolidated statement of comprehensive income.

The maturity distribution based on the contractual terms of the Company’s investment securities at September 30, 2021 was as follows:


	Available-For-Sale
	Amortized Cost		Fair Value
	(in millions)
Due within 1 year	$	149	$	149
Due after 1 year through 5 years	185		186

Total	$	334	$	335

Investment income on the consolidated statement of operations primarily consists of interest income generated from cash, cash equivalents, time deposits, and realized gains and losses on the Company’s investment securities. The realized gains and losses from the sales of available-for-sale securities for the three and nine months ended September 30, 2021 and 2020 were not significant.

Held-to-Maturity Securities

The Company classifies time deposits with maturities greater than three months but less than one year as held-to-maturity. Time deposits are carried at amortized cost on the consolidated balance sheet and are intended to be held until maturity. The cost of these securities approximates fair value.

Equity Investments

Included in other assets on the consolidated balance sheet are equity investments with readily determinable fair values (“Marketable securities”) and equity investments without readily determinable fair values (“Nonmarketable securities”). Marketable securities are publicly traded companies and are measured using unadjusted quoted prices in their respective active markets. Nonmarketable securities that do not qualify for equity method accounting are measured at cost, less any impairment and adjusted for changes resulting from observable price changes in orderly transactions for the identical or similar investments of the same issuer (“measurement alternative”).

The following table is a summary of the activity related to the Company’s equity investments:


	Balance at December 31, 2020		Purchases		Sales		Changes in Fair Value 1		Other 2		Balance at September 30, 2021
	(in millions)
Marketable securities	$	476	$	—	$	(165)	$	142	$	33	$	486
Nonmarketable securities	696		179		(20)		392		(49)		1,198
Total equity investments	$	1,172	$	179	$	(185)	$	534	$	(16)	$	1,684

1Recorded in gains (losses) on equity investments, net on the consolidated statement of operations.

2Includes transfers between equity investment categories due to changes to the existence of readily determinable fair values and translational impact of currency.

16 MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table sets forth the components of the Company’s Nonmarketable securities:


	September 30, 2021		December 31, 2020
	(in millions)
Measurement alternative 1	$	953	$	539
Equity method	245		157
Total Nonmarketable securities	$	1,198	$	696

1 Cumulative impairments and downward fair value adjustments on measurement alternative investments were $15 million and cumulative upward fair value adjustments were $396 million as of September 30, 2021.

Note 7. Fair Value ~~andInvestment Securities~~

~~Financial Instruments – Recurring~~ Measurements

The Company classifies its fair value measurements of financial instruments into a three-level hierarchy (the “Valuation Hierarchy”). ~~There were no transfers~~Financial instruments are categorized for fair value measurement purposes as recurring or non-recurring in nature. Transfers made among the three levels in the Valuation Hierarchy ~~during~~for the three and nine months ended September 30, ~~2017.~~

2021 were not material.

12MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q 17

~~Table of Contents~~

PART I

~~MASTERCARD INCORPORATED~~

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ~~(UNAUDITED) – (Continued)~~

Financial Instruments - Recurring Measurements

The distribution of the Company’s financial instruments measured at fair value on a recurring basis within the Valuation Hierarchy were as follows:


	September 30, 2017											September 30, 2021								December 31, 2020
	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		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
	(in millions)											(in millions)
Assets											Assets
Investment securities available for sale ¹:											Investment securities available for sale 1:
Municipal securities	$	—	$	25		$	—	$	25		Municipal securities	$	—	$	3	$	—	$	3	$	—	$	10	$	—	$	10
Government and agency securities	82		110			—		192			Government and agency securities	36		79		—		115		26		38		—		64
Corporate securities	—		937			—		937			Corporate securities	—		217		—		217		—		247		—		247
Asset-backed securities	—		84			—		84

Derivative instruments 2:											Derivative instruments 2:
Foreign exchange contracts											Foreign exchange contracts	—		68		—		68		—		19		—		19
Marketable securities 3:											Marketable securities 3:
Equity securities	1		—			—		1			Equity securities	486		—		—		486		476		—		—		476
Derivative instruments ²:
Foreign currency derivative assets	—		4			—		4
Deferred compensation plan 4:											Deferred compensation plan 4:
Deferred compensation assets											Deferred compensation assets	85		—		—		85		78		—		—		78

Liabilities											Liabilities
Derivative instruments ²:											Derivative instruments 2:
Foreign currency derivative liabilities	$	—	$	(33	)	$	—	$	(33	)
Foreign exchange derivative liabilities											Foreign exchange derivative liabilities	$	—	$	(2)	$	—	$	(2)	$	—	$	(28)	$	—	$	(28)

Deferred compensation plan 5:											Deferred compensation plan 5:
Deferred compensation liabilities											Deferred compensation liabilities	(85)		—		—		(85)		(81)		—		—		(81)

December 31, 2016
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 $ —
$ 59
$ —
$ 59
Government and agency securities 49
117
—
166
Corporate securities —
855
—
855
Asset-backed securities —
80
—
80
Equity securities 2
—
—
2
Derivative instruments ²:

Foreign currency derivative assets —
29
—
29

Liabilities
Derivative instruments ²:

Foreign currency derivative liabilities $ —
$ (13 ) $ —
$ (13 )

¹The Company’s U.S. government ~~securities and marketable equity~~ securities are classified within Level 1 of the Valuation Hierarchy as the fair values are based on unadjusted quoted prices for identical assets in active markets. The fair value of the Company’s available-for-sale municipal securities, non-U.S. government and agency securities ~~corporate securities~~ and ~~asset-backed~~corporate securities are based on observable inputs such as quoted prices, benchmark yields and issuer spreads for similar assets in active markets and are therefore included in Level 2 of the Valuation Hierarchy.

²The Company’s foreign ~~currency~~exchange derivative asset and liability contracts have been classified within Level 2 of the Valuation Hierarchy as the fair value is based on observable inputs such as broker quotes relating to foreign ~~currency~~ exchange ~~rates~~ for similar derivative instruments. See Note ~~13 (Foreign Exchange Risk Management)~~17 (Derivative and Hedging Instruments) for further details.

~~Table of Contents~~

~~MASTERCARD INCORPORATED~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)~~

~~Settlement~~3The Company’s Marketable securities are publicly held and ~~Other Guarantee Liabilities~~

The Company estimates the fair value of its settlement and other guarantees using market assumptions for relevant though not directly comparable undertakings, as the latter are not observable in the market given the proprietary nature of such guarantees. At September 30, 2017 and December 31, 2016, the carrying value and fair value of settlement and other guarantee liabilities were not material and accordingly are not included in the Valuation Hierarchy table above. Settlement and other guarantee liabilities are classified within Level 31 of the Valuation Hierarchy as the fair values are based on unadjusted quoted prices in their ~~valuation requires substantial judgment~~respective active markets.

4The Company has a nonqualified deferred compensation plan where assets are invested primarily in mutual funds held in a rabbi trust, which is restricted for payments to participants of the plan. The Company has elected to use the fair value option for these mutual funds, which are measured using quoted prices of identical instruments in active markets and ~~estimation of factors that~~ are ~~not observable~~included in ~~the market. For additional information regarding the Company’s settlement~~prepaid expenses and other ~~guarantee~~current assets on the consolidated balance sheet.

5The deferred compensation liabilities ~~see Note 12 (Settlement and Other Risk Management).~~are measured at fair value based on the quoted prices of identical instruments to the investment vehicles selected by the participants. These are included in other liabilities on the consolidated balance sheet.

Financial Instruments - Non-Recurring Measurements

~~Held-to-Maturity~~Nonmarketable Securities

~~Investments on the consolidated balance sheet include both available-for-sale and short-term held-to-maturity securities. Held-to-maturity~~The Company’s Nonmarketable securities are ~~not measured~~recorded at fair value on a ~~recurring~~non-recurring basis ~~and are not included~~ in the Valuation Hierarchy table above. At September 30, 2017 and December 31, 2016, the Company held $625 million and $452 million, respectively, of short-term held-to-maturity securities. In addition, at December 31, 2016, the Company held $61 million of long-term held-to-maturity securities included in other assets on the consolidated balance sheet. The Company did not hold any long-term held-to-maturity securities at September 30, 2017. Both short-term and long-term held-to-maturity securities consist of time deposits and are classified within Level 2 of the Valuation Hierarchy. The cost of these securities approximates fair value.

~~Nonmarketable Equity Investments~~

~~The Company’s nonmarketable equity investments are measured at fair value at~~periods after initial recognition ~~and for impairment testing. These investments~~under the equity method or measurement alternative method. Nonmarketable securities are classified within Level 3 of the Valuation Hierarchy due to the absence of quoted market prices, the inherent lack of liquidity and ~~the fact that~~unobservable inputs used to measure fair value ~~are unobservable and~~that require management’s judgment. The Company uses discounted cash flows and market assumptions to estimate the fair value of its ~~nonmarketable equity investments~~Nonmarketable securities when certain events or circumstances indicate that impairment may exist. ~~These investments are included in other assets on the consolidated balance sheet and in~~See Note ~~5 (Prepaid Expenses and Other Assets).~~6 (Investments) for further details.

18 MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company estimates the fair value of its long-term debt based on market quotes. These debt ~~instruments~~securities are classified as Level 2 of the Valuation Hierarchy as they are not traded in active ~~markets and are classified within Level 2 of the Valuation Hierarchy.~~markets. At September 30, ~~2017,~~2021, the carrying value and fair value of total long-term debt (including the current portion) was $13.9 billion and $15.3 billion, respectively. At December 31, 2020, the carrying value and fair value of long-term debt (including the current portion) was ~~$5.4~~$12.7 billion and ~~$5.6~~$14.8 billion, respectively. ~~At December 31, 2016, the carrying value and fair value of long-term debt was $5.2 billion and $5.3 billion, respectively.~~See Note 10 (Debt) for further details.

Other Financial Instruments

Certain other financial instruments are carried on the consolidated balance sheet at cost or amortized cost basis, which approximates fair value due to their short-term, highly liquid nature. These instruments include cash and cash equivalents, restricted cash, time deposits, accounts receivable, settlement due from customers, restricted security deposits held for customers, accounts payable, settlement due to customers and other accrued liabilities.

~~Non-Financial Instruments~~

Certain assets are measured at fair value on a nonrecurring basis for purposes of initial recognition and impairment testing. The Company’s non-financial assets measured at fair value on a nonrecurring basis include property, plant and equipment, goodwill and other intangible assets. These assets are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment.

Contingent consideration related to acquisitions is measured at fair value on a recurring basis. These liabilities are classified within Level 3 of the Valuation Hierarchy as the inputs used to measure fair value are unobservable and require management’s judgment. The fair value of the contingent consideration at the acquisition date and subsequent periods is determined utilizing an income approach based on a Monte Carlo technique and is recorded in Other liabilities on the consolidated

~~Table of Contents~~

~~MASTERCARD INCORPORATED~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)~~

balance sheet. The contingent consideration attributable to acquisitions made in 2017 is primarily based on the achievement of 2018 revenue targets. Changes to projected revenues of the acquired businesses could result in a higher or lower contingent consideration liability. Measurement period adjustments, if any, to the preliminary estimated fair value of contingent consideration as of the acquisition date will be recorded to goodwill, however, changes in fair value as a result of updated assumptions will be recorded within general and administrative expenses. The activity of the Company’s contingent consideration liability for the nine months ended September 30, 2017 was as follows:

(in millions)
Balance at December 31, 2016 $ —
Preliminary estimated fair value as of acquisition date for businesses acquired 198
Net change in valuation —
Foreign currency translation 8
Balance at September 30, 2017 $ 206

~~Amortized Costs and Fair Values – Available-for-Sale Investment Securities~~

The major classes of the Company’s available-for-sale investment securities, for which unrealized gains and losses are recorded as a separate component of other comprehensive income (loss) on the consolidated statement of comprehensive income, and their respective amortized cost basis and fair values as of September 30, 2017 and December 31, 2016 were as follows:

September 30, 2017

Amortized
Cost

Gross
Unrealized
Gain

Gross
Unrealized
Loss

Fair
Value
(in millions)
Municipal securities $ 25
$ —
$ —
$ 25
Government and agency securities 192
—
—
192
Corporate securities 934
3
—
937
Asset-backed securities 84
—
—
84
Equity securities —
1
—
1
Total $ 1,235
$ 4
$ —
$ 1,239

December 31, 2016

Amortized
Cost

Gross
Unrealized
Gain

Gross
Unrealized
Loss

Fair
Value
(in millions)
Municipal securities $ 59
$ —
$ —
$ 59
Government and agency securities 165
1
—
166
Corporate securities 853
3
(1 ) 855
Asset-backed securities 80
—
—
80
Equity securities 2
—
—
2
Total $ 1,159
$ 4
$ (1 ) $ 1,162

The Company’s available-for-sale investment securities held at September 30, 2017 and December 31, 2016, primarily carried a credit rating of A-, or better. The municipal securities are primarily comprised of tax-exempt bonds and are diversified across states and sectors. Government and agency securities include U.S. government bonds, U.S. government sponsored agency bonds and foreign government bonds with similar credit quality to that of the U.S. government bonds.

~~Table of Contents~~

~~MASTERCARD INCORPORATED~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)~~

~~Corporate securities are comprised of commercial paper and corporate bonds. The asset-backed securities are investments in bonds which are collateralized primarily by automobile loan receivables.~~

~~Investment Maturities~~

~~The maturity distribution based on the contractual terms of the Company’s investment securities at September 30, 2017 was as follows:~~

Available-For-Sale

Amortized
Cost
Fair Value
(in millions)
Due within 1 year $ 449
$ 449
Due after 1 year through 5 years 786
789
Due after 5 years through 10 years —
—
Due after 10 years —
—
No contractual maturity ¹
—
1
Total $ 1,235
$ 1,239

¹~~Equity securities have been included in the No contractual maturity category, as these securities do not have stated maturity dates.~~

~~Investment Income~~

Investment income primarily consists of interest income generated from cash, cash equivalents and investments. Gross realized gains and losses are recorded within investment income on the Company’s consolidated statement of operations. The gross realized gains and losses from the sales of available-for-sale securities for the three and nine months ended September 30, 2017 and 2016 were not significant.

Note 5. 8. Prepaid Expenses and Other Assets

Prepaid expenses and other current assets consisted of the following:

Other assets consisted of the following:

Customer and merchant incentives represent payments made ~~or amounts to be paid~~ to customers and merchants under business agreements. Costs directly related to entering into such ~~agreements~~an agreement are generally deferred and amortized over the life of the ~~agreements. Amounts to be paid for these incentives and the related liability were included in accrued expenses and other liabilities.~~agreement.

~~Table of Contents~~

~~MASTERCARD INCORPORATED~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)~~

Nonmarketable equity investments represent the Company’s cost and equity method investments. For the nine months ended September 30, 2017, the Company invested $128 million in nonmarketable cost method equity investments.

Note 6. 9. Accrued Expenses and Accrued Litigation

Accrued expenses consisted of the following:


	September 30, 2021		December 31, 2020
	(in millions)
Customer and merchant incentives	$	4,247	$	3,998
Personnel costs	836		727
Income and other taxes	392		208
Other	489		497
Total accrued expenses	$	5,964	$	5,430

September 30,
2017 December 31,
2016
(in millions)
Customer and merchant incentives $ 2,417
$ 2,286
Personnel costs 486
496
Advertising 65
71
Income and other taxes 356
161
Other 361
304
Total accrued expenses $ 3,685
$ 3,318

Customer and merchant incentives represent amounts to be paid to customers under business agreements. As of September 30, ~~2017~~2021 and December 31, ~~2016,~~2020, the Company’s provision for litigation was ~~$709~~$838 million and ~~$722~~$842 million, respectively. These amounts are not included in the accrued expenses table above and are separately reported as accrued litigation on the consolidated balance sheet. See Note 1115 (Legal and Regulatory Proceedings) for ~~further discussion of the U.S. and Canadian merchant class litigations.~~

~~Note 7.~~ ~~Stockholders’ Equity~~

The Company’s Board of Directors has approved share repurchase programs authorizing the Company to repurchase its Class A common stock. The Company typically completes a share repurchase program before a new program becomes effective. The following table summarizesadditional information regarding the Company’s ~~share repurchase authorizations of its Class A common stock through September~~accrued litigation.

MASTERCARD SEPTEMBER 30, ~~2017, as well as historical purchases:~~2021 FORM 10-Q 19

Authorization Dates
December 2016 December 2015
December
2014
Total
(in millions, except average price data)
Board authorization $ 4,000
$ 4,000
$ 3,750
$ 11,750
Dollar value of shares repurchased during the nine months ended September 30, 2016 $ —
$ 1,903
$ 507
$ 2,410
Remaining authorization at December 31, 2016 $ 4,000
$ 996
$ —
$ 4,996
Dollar value of shares repurchased during the nine months ended September 30, 2017 $ 1,735
$ 996
$ —
$ 2,731
Remaining authorization at September 30, 2017 $ 2,265
$ —
$ —
$ 2,265
Shares repurchased during the nine months ended September 30, 2016 —
20.6
5.7
26.3
Average price paid per share during the nine months ended September 30, 2016 $ —
$ 92.35
$ 89.76
$ 91.80
Shares repurchased during the nine months ended September 30, 2017 14.0
9.1
—
23.1
Average price paid per share during the nine months ended September 30, 2017 $ 123.81
$ 109.16
$ —
$ 118.03
Cumulative shares repurchased through September 30, 2017 14.0
40.4
40.8
95.2
Cumulative average price paid per share $ 123.81
$ 99.10
$ 92.03
$ 99.71

~~Table of Contents~~

PART I

~~MASTERCARD INCORPORATED~~

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 10. Debt

Long-term debt consisted of the following:


				September 30, 2021		December 31, 2020		Effective Interest Rate
				(in millions)
2021 USD Notes	1.900	%	Senior Notes due March 2031	$	600	$	—	1.981	%
	2.950	%	Senior Notes due March 2051	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	2.000	%	Senior Notes due November 2021	650		650		2.236	%
	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 1	1.100	%	Senior Notes due December 2022	815		859		1.265	%
	2.100	%	Senior Notes due December 2027	932		982		2.189	%
	2.500	%	Senior Notes due December 2030	175		184		2.562	%

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

				13,972		12,775
Less: Unamortized discount and debt issuance costs				(111)		(103)
Total debt outstanding				13,861		12,672
Less: Current portion2				(650)		(649)
Long-term debt				$	13,211	$	12,023

1€1.650 billion euro-denominated debt issued in December 2015.

22016 USD Notes due in November 2021 are classified on the consolidated balance sheet as current portion of long-term debt. In October 2021, the Company exercised its redemption option and paid the total principal related to the 2016 USD Notes due in November 2021 of $650 million to reduce interest expense. No repayment penalties were incurred.

In March 2021, the Company issued $600 million principal amount of notes due March 2031 and $700 million principal amount of notes due March 2051 (collectively the “2021 USD Notes”). The net proceeds from the issuance of the 2021 USD Notes, after deducting the original issue discount, underwriting discount and offering expenses, were $1.282 billion.

The outstanding debt described above is not subject to any financial covenants and it may be redeemed in whole, or in part, at the Company’s option at any time for a specified make-whole amount. These notes are senior unsecured obligations and would rank equally with any future unsecured and unsubordinated indebtedness.

20 MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ~~– (Continued)~~

- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 11. Stockholders' Equity

The Company declared quarterly cash dividends on its Class A and Class B Common Stock during the three and nine months ended September 30, 2021 and 2020 as summarized below:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(in millions, except per share data)
Dividends declared per share	$	0.44	$	0.40	$	1.32	$	1.20
Total dividends declared	$	433	$	398	$	1,301	$	1,202

The following table presents the changes in the Company’s outstanding Class A and Class B common stock for the nine months ended September 30, ~~2017:~~2021:


	Outstanding Shares
	Class A	Class B
	(in millions)
Balance at December 31, 2020	986.9	8.3
Purchases of treasury stock	(12.8)	—
Share-based payments	1.2	—
Conversion of Class B to Class A common stock	0.4	(0.4)
Balance at September 30, 2021	975.7	7.9

In December 2020 and 2019, the Company’s Board of Directors approved share repurchase programs authorizing the Company to repurchase up to $6.0 billion and $8.0 billion, respectively, of its Class A common stock under each plan. The program approved in 2020 became effective in August 2021 after completion of the share repurchase program authorized in 2019. During the nine months ended September 30, 2021, the Company repurchased 12.8 million shares of its common stock for $4.6 billion at an average price of $360.87. As of September 30, 2021 the remaining authorization was $5.2 billion.

MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q 21

Outstanding Shares
Class A Class B
(in millions)
Balance at December 31, 2016 1,062.4
19.3
Purchases of treasury stock (23.1 ) —
Share-based payments 2.0
—
Conversion of Class B to Class A common stock 3.8
(3.8 )
Balance at September 30, 2017 1,045.1
15.5

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 8. 12. Accumulated Other Comprehensive Income (Loss)

The changes in the balances of each component of accumulated other comprehensive income (loss), net of tax, for the nine months ended September 30, ~~2017~~2021 and ~~2016~~2020 were as follows:


	December 31, 2020		Increase / (Decrease)		Reclassifications		September 30, 2021
	(in millions)
Foreign currency translation adjustments 1	$	(352)	$	(241)	$	—	$	(593)
Translation adjustments on net investment hedges 2	(175)		126		—		(49)
Cash flow hedges
Foreign exchange contracts 3	—		1		1		2
Interest rate contracts 4	(133)		—		3		(130)
Defined benefit pension and other postretirement plans	(20)		—		(1)		(21)
Investment securities available-for-sale	—		—		—		—
Accumulated Other Comprehensive Income (Loss)	$	(680)	$	(114)	$	3	$	(791)


	December 31, 2019		Increase / (Decrease)		Reclassifications		September 30, 2020
	(in millions)
Foreign currency translation adjustments1	$	(638)	$	4	$	—	$	(634)
Translation adjustments on net investment hedges 2	(38)		(64)		—		(102)
Cash flow hedges

Interest rate contracts 4	11		(147)		2		(134)
Defined benefit pension and other postretirement plans	(9)		—		(1)		(10)
Investment securities available-for-sale	1		(1)		—		—
Accumulated Other Comprehensive Income (Loss)	$	(673)	$	(208)	$	1	$	(880)

1.During the nine months ended September 30, 2021, the increase in the accumulated other comprehensive loss related to foreign currency translation adjustments was driven primarily by the depreciation of the euro against the U.S. dollar. During the nine months ended September 30, 2020, foreign currency translation adjustments were not material.

2.During the nine months ended September 30, 2021, the decrease in the accumulated other comprehensive loss related to the net investment hedges was driven by the depreciation of the euro against the U.S. dollar. During the nine months ended September 30, 2020, the increase in the accumulated other comprehensive loss related to the net investment hedges was driven by the appreciation of the euro against the U.S. dollar. See Note 17 (Derivative and Hedging Instruments) for additional information.

3.Beginning in 2021, certain foreign exchange derivative contracts are designated as cash flow hedging instruments. Gains and losses resulting from changes in the fair value of these contracts are deferred in accumulated other comprehensive income (loss) and subsequently reclassified to the consolidated statement of operations when the underlying hedged transactions impact earnings. See Note 17 (Derivative and Hedging Instruments) for additional information.

4.In 2019, the Company entered into treasury rate locks which are accounted for as cash flow hedges. In the first quarter of 2020, in connection with the issuance of the 2020 USD Notes, these contracts were settled for a loss of $175 million, or $136 million net of tax, recorded in accumulated other comprehensive income (loss). The cumulative loss will be reclassified as an adjustment to interest expense over the respective terms of the 2020 USD Notes. See Note 17 (Derivative and Hedging Instruments) for additional information.

Foreign Currency Translation Adjustments ¹
Translation Adjustments on Net Investment Hedge Defined Benefit Pension and Other Postretirement Plans Investment Securities Available-for-Sale Accumulated Other Comprehensive Income (Loss)
(in millions)
Balance at December 31, 2015 $ (663 ) $ (26 ) $ 13
$ —
$ (676 )
Other comprehensive income (loss) for the period²
(7 ) (36 ) (1 ) 3
(41 )
Balance at September 30, 2016 $ (670 ) $ (62 ) $ 12
$ 3

$ (717 )

Balance at December 31, 2016 $ (949 ) $ 12
$ 11
$ 2
$ (924 )
Other comprehensive income (loss) for the period²
515
(132 ) (1 ) —
382
Balance at September 30, 2017 $ (434 ) $ (120 ) $ 10
$ 2
$ (542 )


¹	~~During the nine months ended September 30, 2017, the decrease in other comprehensive loss related to foreign currency translation adjustments was driven primarily by the appreciation of the euro.~~


²	~~During the nine months ended September 30, 2017 and 2016, gains and losses reclassified from accumulated other comprehensive income to the consolidated statement of operations were not significant.~~

Note 9. 13. Share-Based Payments

During the nine months ended September 30, ~~2017,~~2021, the Company granted the following awards under the Mastercard Incorporated 2006 Long Term Incentive Plan, as amended and restated ~~(“LTIP”~~as of June 5, 2012 (the “LTIP”). The LTIP is a ~~shareholder-approved~~stockholder-approved plan that permits the grant of various types of equity awards to employees.


	Grants in 2021	Weighted-Average Grant-Date Fair Value
	(in millions)	(per option/unit)
Non-qualified stock options	0.3	$	92
Restricted stock units	0.8	358
Performance stock units	0.2	385

22 MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q

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ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Grants in 2017
Weighted-Average
Grant-Date
Fair Value
(in millions) (per option/unit)
Non-qualified stock options 1.7 $21
Restricted stock units 1.3 $110
Performance stock units 0.2 $126

The Company used the Black-Scholes option pricing model to determine the grant-date fair value of stock options and calculated the expected life and the expected volatility based on historical Mastercard information. The expected life of stock options granted in 2021 was estimated to be six years, while the expected volatility was determined to be 26.1%. Stock options generally vest in ~~four~~4 equal annual installments beginning one year after the date of grant and ~~have a term of~~expire ten years. The Company used the Black-Scholes option pricing model to estimate the grant date fair value of stock options and calculated the expected term and the expected volatility based on historical Mastercard information. As a

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~~MASTERCARD INCORPORATED~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)~~

~~result, the expected term of stock options granted in 2017 was five~~ years ~~while the expected volatility was determined to be 19.3%.~~

~~Vesting of the shares underlying the restricted stock units and performance stock units will generally occur three years after~~from the date of grant.

The fair value of restricted stock units (“RSUs”) is determined and fixed on the grant date based on the Company’s Class A common stock price, adjusted for the exclusion of dividend equivalents. The shares underlying the RSUs will generally vest in 4 equal annual installments beginning one year after the date of grant.

The Company used the Monte Carlo simulation valuation model ~~was used~~ to determine the ~~grant date~~grant-date fair value of performance stock units (“PSUs”) granted. Shares underlying the PSUs will vest after three years from the date of grant and are subject to a mandatory one-year deferral period, during which vested PSUs are eligible for dividend equivalents.

Compensation expense is recorded net of estimated forfeitures over the shorter of the vesting period or the date the individual becomes eligible to retire under the LTIP. The Company uses the straight-line method of attribution over the requisite service period for expensing equity awards.

Note ~~10.~~ 14. Income Taxes

The effective income tax rates were ~~26.0%~~14.3% and ~~26.8%~~21.0% for the three months ended September 30, 2021 and 2020, respectively. The lower effective income tax rate for the three months ended September 30, 2021, versus the comparable period in 2020, was primarily due to the recognition of U.S. tax benefits in the current period, the majority of which were discrete, resulting from a higher foreign derived intangible income deduction and greater utilization of foreign tax credits in the U.S. In addition, there were certain gains on equity investments that did not result in tax expense in the current period which also contributed to the lower effective tax rate.

The effective income tax rates were 15.7% and 17.3% for the nine months ended September 30, ~~2017, respectively, versus 27.5%~~2021 and ~~27.9% for the comparable periods in 2016.~~2020, respectively. The lower effective income tax ~~rates, as compared~~rate for the nine months ended September 30, 2021, versus the comparable period in 2020, was primarily due to the ~~prior year,~~recognition of U.S. tax benefits in the third quarter of 2021, the majority of which were ~~due~~discrete, resulting from a higher foreign derived intangible income deduction and greater utilization of foreign tax credits in the U.S. In addition, there were certain gains on equity investments that did not result in tax expense in the current period which also contributed to ~~a more favorable geographical mix of taxable earnings,~~the lower effective tax rate. These benefits were partially offset by a lower ~~U.S. foreign~~discrete tax ~~credit~~ benefit ~~associated with~~related to share-based payments and a change in the ~~repatriation~~Company’s geographic mix of ~~current year foreign~~ earnings.

The Company is subject to tax in the United States, Belgium, Singapore, the United Kingdom and various other foreign jurisdictions, as well as state and local jurisdictions. Uncertain tax positions are reviewed on an ongoing basis and are adjusted after considering facts and circumstances, including progress of tax audits, developments in case law and closing of statutes of limitation. Within the next twelve months, the Company believes that the resolution of certain federal, foreign and state and local examinations are reasonably possible and that a change in estimate, reducing unrecognized tax benefits, may occur. While such a change may be significant, it is not possible to provide a range of the potential change until the examinations progress further or the related statutes of limitation expire. The Company has effectively settled its U.S. federal income tax obligations through ~~2008, with the exception of transfer pricing issues which are settled through~~ 2011. With limited exception, the Company is no longer subject to state and local or foreign examinations by tax authorities for years before ~~2009.~~2010.

Note ~~11.~~ 15. Legal and Regulatory Proceedings

Mastercard is a party to legal and regulatory proceedings with respect to a variety of matters in the ordinary course of business. Some of these proceedings are based on complex claims involving substantial uncertainties and unascertainable damages. Accordingly, except as discussed below, it is not possible to determine the probability of loss or estimate damages, and therefore, Mastercard has not established reserves for any of these proceedings. When the Company determines that a loss is both probable and reasonably estimable, Mastercard records a liability and discloses the amount of the liability if it is material. When a material loss contingency is only reasonably possible, Mastercard does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can be made. Unless otherwise stated below with respect to these matters, Mastercard cannot provide an estimate of the possible loss or range of loss based on one or more of the following reasons: (1) actual or potential plaintiffs have not claimed an amount of monetary damages or the amounts are unsupportable or exaggerated, (2) the matters are in early stages, (3) there is uncertainty as to the outcome of pending appeals or motions, (4) there are significant factual issues to be resolved, (5) the existence in many such proceedings of multiple defendants or potential defendants whose share of any potential financial responsibility has yet to be determined and/or (6) there are novel legal issues presented. Furthermore, except as identified with respect to the matters below, Mastercard does not believe that the outcome of any individual existing legal or regulatory proceeding to which it is a party will have a material adverse effect on its results of operations, financial condition or overall business. However, an adverse judgment or other outcome or settlement with respect to any proceedings discussed below could result in fines or payments by Mastercard and/or could require Mastercard to change its business practices. In addition, an adverse outcome in a regulatory proceeding could lead to the filing of civil damage claims and possibly result in significant damage awards. Any of these events could have a material adverse effect on Mastercard’s results of operations, financial condition and overall business.

MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q 23

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~~MASTERCARD INCORPORATED~~

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ~~(UNAUDITED) – (Continued)~~

Interchange Litigation and Regulatory Proceedings

Mastercard’s interchange fees and other practices are subject to regulatory, ~~and/or~~ legal review and/or challenges in a number of jurisdictions, including the proceedings described below. When taken as a whole, the resulting decisions, regulations and legislation with respect to interchange fees and acceptance practices may have a material adverse effect on the Company’s prospects for future growth and its overall results of operations, financial position and cash flows.

United States.In June 2005, the first of a series of complaints were filed on behalf of merchants (the majority of the complaints were styled as class actions, although a few complaints were filed on behalf of individual merchant plaintiffs) against Mastercard International, Visa U.S.A., Inc., Visa International Service Association and a number of financial institutions. Taken together, the claims in the complaints were generally brought under both Sections 1 and 2 of the Sherman Act, which prohibit monopolization and attempts or conspiracies to monopolize a particular industry, and some of these complaints contain unfair competition law claims under state law. The complaints allege, among other things, that Mastercard, Visa, and certain financial institutions conspired to set the price of interchange fees, enacted point of sale acceptance rules (including the no surcharge rule) in violation of antitrust laws and engaged in unlawful tying and bundling of certain products and ~~services.~~services, resulting in merchants paying excessive costs for the acceptance of Mastercard and Visa credit and debit cards. The cases were consolidated for pre-trial proceedings in the U.S. District Court for the Eastern District of New York in MDL No. 1720. The plaintiffs filed a consolidated class action complaint that seeks treble damages.

In July 2006, the group of purported merchant class plaintiffs filed a supplemental complaint alleging that Mastercard’s initial public offering of its Class A Common Stock in May 2006 (the “IPO”) and certain purported agreements entered into between Mastercard and financial institutions in connection with the IPO: (1) violate U.S. antitrust laws and (2) constituted a fraudulent conveyance because the financial institutions allegedly attempted to release, without adequate consideration, Mastercard’s right to assess them for Mastercard’s litigation liabilities. The class plaintiffs sought treble damages and injunctive relief including, but not limited to, an order reversing and unwinding the IPO.

In February 2011, Mastercard and Mastercard International entered into each of: (1) an omnibus judgment sharing and settlement sharing agreement with Visa Inc., Visa U.S.A. Inc. and Visa International Service Association and a number of financial institutions; and (2) a Mastercard settlement and judgment sharing agreement with a number of financial institutions. The agreements provide for the apportionment of certain costs and liabilities which Mastercard, the Visa parties and the financial institutions may incur, jointly and/or severally, in the event of an adverse judgment or settlement of one or all of the ~~cases in the~~ merchant ~~litigations.~~litigation cases. Among a number of scenarios addressed by the agreements, in the event of a global settlement involving the Visa parties, the financial institutions and Mastercard, Mastercard would pay 12% of the monetary portion of the settlement. In the event of a settlement involving only Mastercard and the financial institutions with respect to their issuance of Mastercard cards, Mastercard would pay 36% of the monetary portion of such settlement.

In October 2012, the parties entered into a definitive settlement agreement with respect to the merchant class litigation (including with respect to the claims related to the IPO) and the defendants separately entered into a settlement agreement with the individual merchant plaintiffs. The settlements included cash payments that were apportioned among the defendants pursuant to the omnibus judgment sharing and settlement sharing agreement described above. Mastercard also agreed to provide class members with a short-term reduction in default credit interchange rates and to modify certain of its business practices, including its “no surcharge” rule. The court granted final approval of the settlement in December 2013, and objectors to the settlement appealed that decision to the U.S. Court of Appeals for the Second Circuit. In June 2016, the court of appeals vacated the class action certification, reversed the settlement approval and sent the case back to the district court for further proceedings. The court of appeals’ ruling was based primarily on whether the merchants were adequately represented by counsel in the settlement. As a result of the appellate court ruling, the district court divided the merchants’ claims into two separate classes - monetary damages claims (the “Damages Class”) and claims seeking changes to business practices (the “Rules Relief Class”). The court appointed separate counsel for each class.

~~Prior~~In September 2018, the parties to the ~~reversal~~Damages Class litigation entered into a class settlement agreement to resolve the Damages Class claims. The time period during which Damages Class members were permitted to opt out of the class settlement ~~approval,~~agreement ended in July 2019 with merchants representing slightly more than 25% of the ~~Mastercard and Visa purchase~~Damages Class interchange volume ~~over the relevant period chose~~choosing to opt out of the ~~class~~ settlement. ~~Mastercard had anticipated that most of the larger merchants who opted out~~The district court granted final approval of the settlement ~~would initiate separate actions seeking to recover damages,~~in December 2019. The district court’s settlement approval order has been appealed and ~~over 30 opt-out complaints have been filed~~oral argument on ~~behalf of numerous merchants in various jurisdictions.~~the appeal is scheduled for January 2022. Mastercard has ~~executed~~commenced settlement ~~agreements~~negotiations with a number of the opt-out ~~merchants. Mastercard believes these settlement~~merchants and has reached settlements and/or agreements ~~are not impacted by the ruling of the court of appeals. The defendants have consolidated all~~in principle to settle a number of these ~~matters (except for two state court actions)~~claims. The Damages Class settlement agreement does not relate to the Rules Relief Class claims. Separate settlement negotiations with the Rules Relief Class are ongoing. Briefing on summary judgment motions in ~~front of~~ the ~~same federal district court that approved the~~Rules Relief Class and opt-out merchant ~~class settlement.~~cases was completed in December 2020. In ~~July~~

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~~MASTERCARD INCORPORATED~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)~~

~~2014,~~September 2021, the district court ~~denied~~granted the ~~defendants’~~Rules Relief Class’s motion ~~to dismiss the opt-out merchant complaints~~ for ~~failure to state a claim. Deposition discovery commenced in December 2016 and the parties in the~~ class ~~action are in mediation.~~certification.

As of September 30, ~~2017,~~2021 and December 31, 2020, Mastercard had accrued a liability of ~~$707~~$783 million as a reserve for both the ~~merchant class~~Damages Class litigation and the ~~filed and anticipated~~ opt-out merchant cases. As of September 30, ~~2017~~2021 and December 31, ~~2016,~~2020, Mastercard had ~~$545~~$586 million ~~and $543 million, respectively,~~ in a qualified cash settlement fund related to the ~~merchant class~~Damages Class litigation and classified as restricted cash on its consolidated balance sheet. ~~Mastercard believes the~~The reserve as of September 30, 2021 for both the ~~merchant class~~Damages Class litigation and the ~~filed and anticipated~~ opt-out merchants represents ~~its~~Mastercard’s best estimate of its probable liabilities in these ~~matters at September 30, 2017.~~matters. The portion of the accrued liability relating to both the opt-out merchants and the ~~merchant class~~

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Damages Class litigation settlement does not represent an estimate of a loss, if any, if the matters were litigated to a final outcome. Mastercard cannot estimate the potential liability if that were to occur.

~~Canada~~. In December 2010, a proposed class action complaint was commenced against Mastercard in Quebec on behalf of Canadian merchants. The suit essentially repeated the allegations and arguments of a previously filed application by the Canadian Competition Bureau to the Canadian Competition Tribunal (dismissed in Mastercard’s favor) concerning certain Mastercard rules related to point-of-sale acceptance, including the “honor all cards” and “no surcharge” rules. The Quebec suit sought compensatory and punitive damages in unspecified amounts, as well as injunctive relief. In the first half of 2011, additional purported class action lawsuits were commenced in British Columbia and Ontario against Mastercard, Visa and a number of large Canadian financial institutions. The British Columbia suit sought compensatory damages in unspecified amounts, and the Ontario suit sought compensatory damages of $5 billion on the basis of alleged conspiracy and various alleged breaches of the Canadian Competition Act. Additional purported class action complaints were commenced in Saskatchewan and Alberta with claims that largely mirror those in the other suits. In June 2017, Mastercard entered into a class settlement agreement to resolve all of the Canadian class action litigation. The settlement, which is subject to court approval in each applicable province, requires Mastercard to make a cash payment and modify its “no surcharge” rule. During the first quarter of 2017, the Company recorded a provision for litigation of $15 million related to this matter.

Europe. In July 2015, the European Commission issued a Statement of Objections related to Mastercard’s interregional interchange fees and central acquiring rules within the European Economic Area. The Statement of Objections, which follows an investigation opened in 2013, includes preliminary conclusions concerning the alleged anticompetitive effects of these practices. The European Commission has indicated it intends to seek fines if these conclusions are subsequently confirmed. In April 2016, Mastercard submitted a response to the Statement of Objections disputing the European Commission’s preliminary conclusions and participated in a related oral hearing in May 2016. Since that time, Mastercard has remained in discussions with the European Commission. Although the Statement of Objections does not quantify the level of fines, based upon recent interactions with the European Commission, it is possible that they could be substantial, potentially in excess of $1 billion if the European Commission were to issue a negative decision. Fines may be less than this amount in the event of a negotiated resolution. Due to the uncertainty of numerous legal issues, including the potential for a negotiated resolution, Mastercard cannot estimate a possible range of loss at this time, although Mastercard expects to obtain greater clarity with respect to these issues in the fourth quarter of 2017 or early 2018.

~~In the United Kingdom, beginning in~~ May 2012, a number of ~~retailers~~United Kingdom (“U.K.”) merchants filed claims or threatened litigation against Mastercard seeking damages for excessive costs paid for acceptance of Mastercard credit and debit cards arising out of alleged anti-competitive conduct with respect to, among other things, Mastercard’s cross-border interchange fees and its U.K. and Ireland domestic interchange fees (the “U.K. Merchant claimants”), with claimed purported damages exceeding $1 billion. The U.K. Merchant claimants (including all resolved matters) represent approximately 40% of Mastercard’s U.K. interchange volume over the relevant damages period. Additional merchants have. In addition, Mastercard, has faced similar filed or threatened litigation by merchants with respect to interchange rates in other countries in Europe (the “Pan-European Merchant claimants”) ~~for purported damages exceeding $1 billion.~~. Mastercard ~~submitted statements of defense to the retailers’ claims disputing liability and damages. In June 2015, Mastercard entered into~~has resolved a settlement with one of the U.K. Merchant claimants for $61 million, recorded as a provision for litigation settlement. Following the conclusion of a trial for liability and damages for one of the U.K. merchant cases, in July 2016, the tribunal issued a judgment against Mastercard for damages. Mastercard recorded a litigation provision of $107 million in the second quarter of 2016 that includes thesubstantial amount of ~~the judgment and estimated legal fees and costs. Mastercard has been granted permission to appeal this~~these damages claims through settlement or judgment. ~~In the fourth quarter~~Approximately £1 billion (approximately $1.2 billion as of ~~2016, Mastercard recorded a charge~~September 30, 2021) of ~~$10 million relating to settlements with multiple U.K. Merchant claimants.~~

~~Table of Contents~~

~~MASTERCARD INCORPORATED~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)~~

unresolved damages claims remain.

In January 2017, Mastercard received a liability judgment in its favor on all significant matters in a separate action brought by ~~ten~~10 of the U.K. Merchant claimants. NaN of the U.K. Merchant claimants who had been seeking in excess of $500 million in damages. Subsequently, Mastercard settled with six of these claimants to resolve their claims, with no financial payments required by Mastercard. The remaining U.K. Merchant claimants have sought court permission to appealappealed the judgment, and ~~permission~~these appeals were combined with Mastercard’s appeal of a 2016 judgment in favor of 1 U.K. merchant. In July 2018, the U.K. appellate court heard the appeals of the 4 merchant claimants and ruled against both Mastercard and Visa on 2 of the 3 legal issues being considered. The parties appealed the rulings to ~~appeal~~the U.K. Supreme Court. In June 2020, the U.K. Supreme Court ruled against Mastercard and Visa with respect to one of the liability issues being considered by the Court related to U.K. domestic interchange fees. Additionally, the U.K Supreme Court set out the legal standard that should be applied by lower trial courts with respect to determining whether interchange was ~~granted~~exemptible under applicable law, and provided guidance to lower courts with regard to the legal standard that should be applied in ~~part~~assessing merchants’ damages claims. The U.K. Supreme Court sent 3 of the merchant cases back to the trial court solely for the purpose of determining damages issues. This determination is not expected to occur until 2023.

Mastercard continues to litigate with the remaining U.K. and ~~denied~~Pan-European Merchant claimants and it has submitted statements of defense disputing liability and damages claims. The majority of these merchant claims generally had been stayed pending the decision of the U.K. Supreme Court, and a number of those matters are now progressing with motion practice and discovery. In one of the actions involving multiple merchant plaintiff claims, in ~~part.~~May 2021 the court heard oral argument with respect to the plaintiffs’ motion for summary judgment on certain liability issues. For the three months ended September 30, 2021, Mastercard incurred charges of $27 million related to litigation settlements and estimated attorneys’ fees with a number of U.K. merchants.

In September 2016, a proposed collective action was filed in the United Kingdom on behalf of U.K. consumers seeking damages for intra-EEA and domestic U.K. interchange fees that were allegedly passed on to consumers by merchants between 1992 and 2008. The complaint, which seeks to leverage the European Commission’s 2007 decision on intra-EEA interchange fees, claims damages in an amount that exceeds £14 billion (approximately $19 billion as of September 30, ~~2017)~~2021). In July 2017, the trial court denied the plaintiffs’ application for the case to proceed as a collective action. ~~The~~In April 2019, the U.K. appellate court granted the plaintiffs’ ~~request~~appeal of the trial court’s decision and sent the case back to the trial court for ~~permission~~a re-hearing on the plaintiffs’ collective action application. In December 2020, the U.K. Supreme Court rejected Mastercard’s appeal of this ruling. In March 2021, the trial court held a re-hearing on the plaintiffs’ collective action application, during which Mastercard sought to ~~appeal this~~narrow the scope of the proposed class. In August 2021, the trial court issued a decision ~~was denied,~~in which ~~they have appealed.~~it granted class certification but agreed with Mastercard’s argument and narrowed the scope of the class. The plaintiffs ~~have also filed a separate request~~did not appeal the trial court’s decision narrowing the class. A class management conference is scheduled for ~~judicial review of the court’s denial of their collective action.~~January 2022.

ATM Non-Discrimination Rule Surcharge Complaints

In October 2011, a trade association of independent Automated Teller Machine (“ATM”) operators and 13 independent ATM operators filed a complaint styled as a class action lawsuit in the U.S. District Court for the District of Columbia against both Mastercard and Visa (the “ATM Operators Complaint”). Plaintiffs seek to represent a class of non-bank operators of ATM terminals that operate in the United States with the discretion to determine the price of the ATM access fee for the terminals they operate. Plaintiffs allege that Mastercard and Visa have violated Section 1 of the Sherman Act by imposing rules that require ATM operators to charge non-discriminatory ATM surcharges for transactions processed over Mastercard’s and Visa’s respective networks that are not greater than the surcharge for transactions over other networks accepted at the same ATM. Plaintiffs seek both injunctive and monetary relief equal to treble the damages they claim to have sustained as a result of the alleged violations and their costs of suit, including attorneys’ fees. ~~Plaintiffs have not quantified their damages although they allege that they expect damages to be in the tens of millions of dollars.~~

Subsequently, multiple related complaints were filed in the U.S. District Court for the District of Columbia alleging both federal antitrust and multiple state unfair competition, consumer protection and common law claims against Mastercard and Visa on behalf of putative classes of users of ATM services (the “ATM Consumer Complaints”). The claims in these actions largely mirror the allegations made in the ATM Operators Complaint, although these complaints seek damages on behalf of consumers of ATM services who pay allegedly inflated ATM fees at both bank and non-bank ATM operators as a result of the defendants’ ATM rules. Plaintiffs seek both injunctive and monetary relief equal to treble the damages they claim to have sustained as a result of the alleged violations and their costs of suit, including attorneys’ fees. ~~Plaintiffs have not quantified their damages although they allege that they expect damages to be in the tens of millions of dollars.~~

In January 2012, the plaintiffs in the ATM Operators Complaint and the ATM Consumer Complaints filed amended class action complaints that largely mirror their prior complaints. In February 2013, the district court granted Mastercard’s motion to dismiss the complaints for failure to state a claim. On appeal, the Court of Appeals reversed the district court’s order in August 2015 and sent the case back for further proceedings. In ~~March 2016, certain of~~September 2019, the plaintiffs filed their motions for class certification in which the plaintiffs, in ~~the ATM Operators Complaint filed a motion seeking a preliminary injunction enjoining the enforcement~~aggregate, allege over $1

MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q 25

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

billion in damages against all of the ~~nondiscrimination rules pending~~defendants. In August 2021, the ~~outcome~~trial court issued an order granting the plaintiffs request for class certification. Visa and Mastercard’s request for permission to appeal the certification decision to the appellate court was granted. Briefing on the appeal is expected to take place over the course of ~~the litigation. In May 2017, the court denied~~2022. Mastercard intends to vigorously defend against both the plaintiffs’ ~~motion~~liability and ~~the case is now proceeding to discovery.~~damages claims.

U.S. Liability Shift Litigation

In March 2016, a proposed U.S. merchant class action complaint was filed in federal court in California alleging that Mastercard, Visa, American Express and Discover (the “Network Defendants”), EMVCo, and a number of issuing banks (the “Bank Defendants”) engaged in a conspiracy to shift fraud liability for card present transactions from issuing banks to merchants not yet in compliance with the standards for EMV chip cards in the United States (the “EMV Liability Shift”), in violation of the Sherman Act and California law. Plaintiffs allege damages equal to the value of all chargebacks for which class members became liable as a result of the EMV Liability Shift on October 1, 2015. The plaintiffs seek treble damages, attorney’s fees and costs and an injunction against future violations of governing law, and the defendants have filed a motion to dismiss. In September 2016, the district court denied the Network Defendants’ motion to dismiss the complaint, but granted such a motion for EMVCo and the Bank Defendants. In May 2017, the district court transferred the case to New York so that discovery could be coordinated with the U.S. merchant class interchange litigation described above. In August 2020, the district court issued an order granting the plaintiffs’ request for class certification. In January 2021, the Network Defendants’ request for permission to appeal the district court’s certification decision to the appellate court was denied. The plaintiffs have submitted expert reports that allege aggregate damages in excess of $1 billion against the 4 Network Defendants. The Network Defendants have submitted expert reports rebutting both liability and damages. Briefing on summary judgement is expected to occur in 2022.

Telephone Consumer Protection Class Action

Mastercard is a defendant in a Telephone Consumer Protection Act (“TCPA”) class action pending in Florida. The plaintiffs are individuals and businesses who allege that approximately 381,000 unsolicited faxes were sent to them advertising a Mastercard co-brand card issued by First Arkansas Bank (“FAB”). The TCPA provides for uncapped statutory damages of $500 per fax. Mastercard has asserted various defenses to the claims, and has notified FAB of an indemnity claim that it has (which FAB has disputed). In June 2018, the district court granted Mastercard’s motion to stay the proceedings until the Federal Communications Commission makes a decision on the application of the TCPA to online fax services. In December 2019, the FCC issued a declaratory ruling clarifying that the TCPA does not apply to faxes sent to online fax services that are received via e-mail. As a result of the ruling, the stay of the litigation was lifted in January 2020. In January 2021, the magistrate judge serving on the district court issued an opinion recommending that the district court judge deny plaintiffs’ class certification motion. In light of an appellate court decision, issued subsequent to the magistrate’s recommendation, the district court judge instructed the parties to re-brief the motion for class certification, and the motion has now been fully briefed.

U.S. Federal Trade Commission Investigation

~~Table~~In June 2020, the U.S. Federal Trade Commission’s Bureau of ~~Contents~~Competition (“FTC”) informed Mastercard that it has initiated a formal investigation into compliance with the Durbin Amendment to the Dodd-Frank Wall Street Reform and Consumer Protection Act. In particular, the investigation focuses on Mastercard’s compliance with the debit routing provisions of the Durbin Amendment. The FTC has issued a subpoena and Mastercard is cooperating with it in the investigation.

U.K. Prepaid Cards Matter

~~MASTERCARD INCORPORATED~~In 2019, Mastercard was informed by the U.K. Payment Systems Regulator (“PSR”) that Mastercard was a target of its confidential investigation into alleged anti-competitive conduct by public sector prepaid card program managers in the U.K. This matter focused exclusively on historic behavior. In March 2021, the PSR announced the resolution and settlement of this investigation. As part of the resolution, Mastercard has agreed to pay a maximum fine of £32 million. This matter has no prospective impact on Mastercard’s on-going business. In connection with this matter, in the fourth quarter of 2020, Mastercard recorded a litigation charge of $45 million.

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)~~

Note ~~12.~~ 16. Settlement and Other Risk Management

Mastercard’s rules guarantee the settlement of many of the ~~Mastercard, Cirrus and Maestro branded~~ transactions between its ~~issuers and acquirers~~customers (“settlement risk”). Settlement exposure is the ~~outstanding~~ settlement risk to customers under Mastercard’s rules due to the difference in timing between the payment transaction date and subsequent settlement. While the term and amount of the guarantee are unlimited, the duration of settlement exposure is short term and typically limited to a few days.

Gross settlement exposure is estimated using the average daily ~~card~~payment volume during the ~~quarter~~three months prior to period end multiplied by the estimated number of days ~~to settle.~~of exposure. The Company has global risk management policies and procedures, which include risk standards, to provide a framework for managing the Company’s settlement ~~risk. Customer-reported transaction data~~risk and ~~the transaction clearing data underlying the settlement exposure calculation may be revised in subsequent reporting periods.~~

exposure. In the event ~~that Mastercard effects a payment on behalf~~ of a failed customer, Mastercard may ~~seek an assignment of~~pursue one or more remedies available under the ~~underlying receivables of~~Company’s rules to recover potential losses. Historically, the ~~failed customer. Customers may be charged for the amount of any settlement loss incurred during the ordinary course activities of the Company.~~

~~The~~ Company has ~~global risk management policies and procedures aimed at managing the settlement exposure. These risk management procedures include interaction with the bank regulators~~experienced a low level of ~~countries in which it operates, requiring customers to make adjustments to settlement processes, and requiring collateral~~losses from ~~customers.~~ customer failures.

26 MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As part of its policies, Mastercard requires certain customers that are not in compliance with the Company’s risk standards ~~in effect at the time~~to enter into risk mitigation arrangements, including cash collateral and/or other forms of ~~review to post collateral, typically in the form of cash,~~credit enhancement such as letters of credit orand guarantees. This requirement is based on ~~management’s~~a review of the individual risk circumstances for each customer that is out of compliance. In addition to these amounts, Mastercard holds collateral to cover variability and future growth in customer programs. The Company may also hold collateral to pay merchants in the event of an acquirer failure. Although the Company is not contractually obligated under its rules to effect such payments to merchants, the Company may elect to do so to protect brand integrity.customer. Mastercard monitors its credit risk portfolio on a regular basis and the adequacy of ~~collateral on hand.~~its risk mitigation arrangements. Additionally, from time to time, the Company reviews its risk management methodology and standards. As such, the amounts of estimated settlement exposure are revised as necessary.

The Company’s estimated settlement exposure ~~from Mastercard, Cirrus and Maestro branded transactions~~ was as follows:

September 30,
2017 December 31,
2016
(in millions)
Gross settlement exposure¹
$ 44,595
$ 39,523
Collateral held for settlement exposure (4,135 ) (3,734 )
Net uncollateralized settlement exposure $ 40,460
$ 35,789

^1. In the second quarter of 2017, Mastercard adjusted the methodology for estimating gross settlement exposure for certain customers whose exposures are now reported before the impact of potential offsetting positions. The gross settlement exposure as of December 31, 2016 has been updated to conform to the current year’s methodology.

General economic and political conditions in countries in which Mastercard operates affect the Company’s settlement risk. Many of the Company’s financial institution customers have been directly and adversely impacted by political instability and uncertain economic conditions. These conditions present increased risk that the Company may have to perform under its settlement guarantee. This risk could increase if political, economic and financial market conditions deteriorate further. The Company’s global risk management policies and procedures are revised and enhanced from time to time. Historically, the Company has experienced a low level of losses from financial institution failures.


	September 30, 2021		December 31, 2020
	(in millions)
Gross settlement exposure	$	57,360	$	52,360
Risk mitigation arrangements applied to settlement exposure	(7,447)		(6,021)
Net settlement exposure	$	49,913	$	46,339

Mastercard also provides guarantees to customers and certain other counterparties indemnifying them from losses stemming from failures of third parties to perform duties. This includes guarantees of Mastercard-branded travelers cheques issued, but not yet cashed of ~~$398~~$363 million and ~~$397~~$370 million at September 30, ~~2017~~2021 and December 31, ~~2016,~~2020, respectively, of which ~~$315~~the Company has risk mitigation arrangements for $288 million and ~~$312~~$294 million at September 30, ~~2017~~2021 and December 31, ~~2016, is mitigated by collateral arrangements.~~2020, respectively. In addition, the Company enters into agreements in the ordinary course of business under which the Company agrees to indemnify third parties against damages, losses and expenses incurred in connection with legal and other proceedings arising from relationships or transactions with the Company. Certain indemnifications do not provide a

~~Table of Contents~~

~~MASTERCARD INCORPORATED~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)~~

stated maximum exposure. As the extent of the Company’s obligations under these agreements depends entirely upon the occurrence of future events, the Company’s potential future liability under these agreements is not determinable. Historically, payments made by the Company under these types of contractual arrangements have not been material.

Note ~~13.~~ ~~Foreign Exchange Risk Management~~17. Derivative and Hedging Instruments

The Company monitors and manages its foreign currency and interest rate exposures as part of its overall risk management program which focuses on the unpredictability of financial markets and seeks to reduce the potentially adverse effects that the volatility of these markets may have on its operating results. A ~~principal~~primary objective of the Company’s risk management strategies is to reduce ~~significant, unanticipated earnings fluctuations~~the financial impact that may arise from volatility in foreign currency exchange rates principally through the use of both foreign exchange derivative ~~instruments.~~

~~Derivatives~~

~~The Company enters into~~contracts and foreign currency denominated debt. In addition, the Company may enter into interest rate derivative contracts to manage ~~risk associated with~~the effects of interest rate movements on the Company’s aggregate liability portfolio, including potential future debt issuances.

Cash Flow Hedges

The Company may enter into foreign exchange derivative contracts, including forwards and options, to manage the impact of foreign currency variability on anticipated ~~receipts~~revenues and ~~disbursements~~expenses, which ~~are valued~~fluctuate based on currencies other than the functional ~~currencies~~currency of the entity. The objective of these hedging activities is to reduce the effect of movement in foreign exchange rates for a portion of revenues and expenses forecasted to occur. As these contracts are designated as cash flow hedging instruments, gains and losses resulting from changes in fair value of these contracts are deferred in accumulated other comprehensive income (loss) and subsequently reclassified to the consolidated statement of operations when the underlying hedged transactions impact earnings.

In addition, the Company may enter into interest rate derivative contracts to manage the effects of interest rate movements on the Company’s aggregate liability portfolio, including potential future debt issuances, and designate such derivatives as hedging instruments in a cash flow hedging relationship. In 2019, the Company entered into treasury rate locks which are accounted for as cash flow hedges. In the first quarter of 2020, in connection with the issuance of the 2020 USD Notes, these contracts were settled at a loss of $136 million after tax, in accumulated other comprehensive income (loss). As of September 30, 2021, a cumulative loss of $130 million, after tax, remains in accumulated other comprehensive income (loss) associated with these contracts and will be reclassified as an adjustment to interest expense over the respective terms of the 2020 USD Notes.

Net Investment Hedges

The Company may use foreign currency denominated debt and/or foreign exchange derivative contracts to hedge a portion of its net investment in foreign subsidiaries against adverse movements in exchange rates. The effective portion of the net investment hedge is recorded as a currency translation adjustment in accumulated other comprehensive income (loss). Forward points are designated as an excluded component and recognized in general and administrative expenses on the consolidated statement of operations over the hedge period. The amounts recognized in earnings related to forward points for the three and nine months ended September 30, 2021 were not material.

In 2015, the Company designated its €1.65 billion euro-denominated debt as a net investment hedge for a portion of its net investment in its European operations. For the three and nine months ended September 30, 2021, the Company recorded pre-tax net foreign currency gains of $42 million and $102 million, respectively, in other comprehensive income (loss).

MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q 27

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2021, the Company had a net foreign currency loss of $49 million after tax, in accumulated other comprehensive income (loss) associated with this hedging activity.

Non-designated Derivatives

The Company may also enter into foreign ~~currency~~exchange derivative contracts to serve as economic hedges, such as to offset possible changes in the value of monetary assets and liabilities due to foreign exchange fluctuations, without designating these derivative contracts as hedging instruments. In addition, the Company is subject to foreign exchange risk as part of ~~earnings, assets~~its daily settlement activities. This risk is typically limited to a few days between when a payment transaction takes place and ~~liabilities.~~the subsequent settlement with customers. To manage this risk, the Company may enter into short duration foreign exchange derivative contracts based upon anticipated receipts and disbursements for the respective currency position. The objective of these activities is to reduce the Company’s exposure to volatility arising from gains and losses resulting from fluctuations of foreign currencies against its functional currencies. Gains and losses resulting from changes in fair value of these contracts are recorded in general and administrative expenses on the consolidated statement of operations, net, along with the foreign currency gains and losses on monetary assets and liabilities.

AsThe following table summarizes the fair value of the Company’s derivative financial instruments and the related notional amounts:


	September 30, 2021				December 31, 2020
	Notional		Fair Value		Notional		Fair Value
	(in millions)
Derivative assets:
Derivatives designated as hedging instruments
Foreign exchange contracts in a cash flow hedge 1	$	116	$	2	$	—	$	—
Foreign exchange contracts in a net investment hedge 1	2,044		61		—		—
Derivatives not designated as hedging instruments
Foreign exchange contracts 1	540		5		483		19
Total Derivative Assets	$	2,700	$	68	$	483	$	19

Derivative liabilities:
Derivatives designated as hedging instruments
Foreign exchange contracts in a cash flow hedge 2	$	72	$	(1)	$	—	$	—

Derivatives not designated as hedging instruments
Foreign exchange contracts 2	76		(1)		1,016		(28)
Total Derivative Liabilities	$	148	$	(2)	$	1,016	$	(28)

1.Foreign exchange derivative assets are recorded at fair value and included within prepaid expenses and other current assets on the consolidated balance sheet

2.Foreign exchange derivative liabilities are recorded at fair value and included within other current liabilities on the consolidated balance sheet

28 MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The pre-tax gain (loss) related to the Company's derivative financial instruments designated as hedging instruments are as follows:


	Gain (Loss) Recognized in OCI					Gain (Loss) Reclassified from AOCI
	Three Months Ended September 30,				Location of Gain (Loss) Reclassified from AOCI into Earnings	Three Months Ended September 30,
	2021		2020			2021		2020
	(in millions)					(in millions)
Derivative financial instruments in a cash flow hedge relationship:
Foreign exchange contracts	$	2	$	—	Net revenue	$	—	$	—
Interest rate contracts	$	—	$	—	Interest expense	$	(1)	$	(2)

Derivative financial instruments in a net investment hedge relationship:
Foreign exchange contracts	$	48	$	—


	Gain (Loss) Recognized in OCI					Gain (Loss) Reclassified from AOCI
	Nine Months Ended September 30,				Location of Gain (Loss) Reclassified from AOCI into Earnings	Nine Months Ended September 30,
	2021		2020			2021		2020
	(in millions)					(in millions)
Derivative financial instruments in a cash flow hedge relationship:
Foreign exchange contracts	$	1	$	—	Net revenue	$	(1)	$	—
Interest rate contracts	$	—	$	(189)	Interest expense	$	(4)	$	(3)

Derivative financial instruments in a net investment hedge relationship:
Foreign exchange contracts	$	60	$	—

The Company estimates that $4 million, pre-tax, of the net deferred loss on cash flow hedges recorded in accumulated other comprehensive income (loss) at September 30, ~~2017 and December 31, 2016,~~2021 will be reclassified into the ~~majority~~consolidated statement of operations within the next 12 months. The term of the foreign exchange derivative contracts ~~to hedge foreign currency fluctuations had been entered into with customers of Mastercard. Mastercard’s derivative contracts~~designated in hedging relationships are ~~summarized below:~~

September 30, 2017 December 31, 2016
Notional
Estimated Fair
Value
Notional
Estimated Fair
Value
(in millions)
Commitments to purchase foreign currency $ 20
$ —
$ 37
$ (2 )
Commitments to sell foreign currency 861
(30 ) 777
18
Options to sell foreign currency 16
1
—
—
Balance sheet location
Accounts receivable ¹
$ 4
$ 29
Other current liabilities ¹
(33 ) (13 )

¹ ~~The derivative contracts are subject to enforceable master netting arrangements, which contain various netting and setoff provisions.~~generally less than 18 months.

The amount of gain (loss) recognized ~~in income~~on the consolidated statement of operations for ~~the~~non-designated derivative contracts ~~to purchase and sell foreign currency~~ is summarized below:

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(in millions)
Foreign currency derivative contracts
General and administrative $ (20 ) $ (6 ) $ (65 ) $ (42 )

The fair value of the foreign currency derivative contracts generally reflects the estimated amounts that the Company would receive (or pay), on a pre-tax basis, to terminate the contracts. The terms of the foreign currency derivative contracts are generally less than 18 months. The Company had no deferred gains or losses related to foreign exchange contracts in accumulated other comprehensive income as of September 30, 2017 and December 31, 2016, as these contracts were not accounted for under hedge accounting.


	Three Months Ended September 30,				Nine Months Ended September 30,
Derivatives not designated as hedging instruments:	2021		2020		2021		2020
	(in millions)
Foreign exchange derivative contracts
General and administrative	$	(2)	$	(11)	$	(5)	$	72

The Company’s derivative financial instruments are subject to both market and counterparty credit risk. Market risk is the potential for economic losses to be incurred on market risk sensitive instruments arising from adverse changes in market factors such as foreign currency exchange rates, interest rates and other related variables. ~~The effect of a hypothetical 10% adverse change in foreign currency forward rates could result in a fair value loss of approximately $97 million on the~~

~~Table of Contents~~

~~MASTERCARD INCORPORATED~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) – (Continued)~~

~~Company’s foreign currency derivative contracts outstanding at September 30, 2017.~~ Counterparty credit risk is the risk of loss due to failure of the counterparty to perform its obligations in accordance with contractual terms. The Company’s derivative contracts are subject to enforceable master netting arrangements, which contain various netting and setoff provisions. To mitigate counterparty credit risk, the Company enters into derivative contracts with a diversified group of selected financial institutions based upon their credit ratings and other factors. Generally, the Company does not obtain collateral related to derivatives because of the high credit ratings of the counterparties.

~~Net Investment Hedge~~

The Company uses foreign currency denominated debt to hedge a portion of its net investment in foreign operations against adverse movements in exchange rates, with changes in the value of the debt recorded within currency translation adjustment in accumulated other comprehensive income (loss). In 2015, the Company designated its €1.65 billion euro-denominated debt as a net investment hedge for a portion of its net investment in European foreign operations. As of SeptemberMASTERCARD SEPTEMBER 30, 2017, the Company had a net foreign currency transaction pre-tax loss of $187 million in accumulated other comprehensive income (loss) associated with hedging activity. There was no ineffectiveness in the current period.2021 FORM 10-Q 29

~~Table of Contents~~

PART I

ITEM 2. ~~MANAGEMENT’S~~MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Item 2. Management’s discussion and analysis of financial condition and results of operations

The following supplements management's discussion and analysis of Mastercard Incorporated for the year ended December 31, ~~2016~~2020 as contained in the Company's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on February ~~15, 2017.~~12, 2021. It also should be read in conjunction with the consolidated financial statements and notes of Mastercard Incorporated and its consolidated subsidiaries, including Mastercard International Incorporated (together, “Mastercard” or the “Company”), included elsewhere in this Report. Percentage changes provided throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” were calculated on amounts rounded to the nearest thousand.

~~Business Overview~~COVID-19

~~Mastercard is~~In the third quarter of 2021, our growth rates, which are at various stages of recovery, increased significantly as compared to the respective year-ago period as we lap the initial effects of the coronavirus (“COVID-19”) pandemic. The following table provides a ~~technology company~~summary of trends in our quarterly key metrics since early 2020 as compared to the respective year-ago periods to provide context of the effects of the pandemic:


	2020 Quarter Ended				2021 Quarter Ended
	March 31	June 30	September 30	December 31	March 31	June 30	September 30
	Increase/(Decrease)
Gross dollar volume (local currency basis)	8%	(10)%	1%	1%	8%	33%	20%
Cross-border volume (local currency basis)	(1)%	(45)%	(36)%	(29)%	(17)%	58%	52%
Switched transactions	13%	(10)%	5%	4%	9%	41%	25%

The COVID-19 pandemic continues to have negative effects on the global ~~payments industry that connects~~economy. This outbreak has affected business activity, adversely impacting consumers, ~~financial institutions, merchants, governments~~our customers, suppliers and businesses worldwide, enabling them to use electronic forms of payment instead of cash and checks. As the operator of what we believe is the world’s fastest payments network, we facilitate the switching (authorization, clearing and settlement) of payment transactions and deliver related products and services. We make payments easier and more efficient by creating a wide range of payment solutions and services using our family of well-known brands, including Mastercard®, Maestro® and Cirrus®. We also provide value-added offerings such as safety and security products, information services and consulting, issuer and acquirer processing and loyalty and reward programs. Our network is designed to ensure safety and security for the global payments system.

A typical transaction on our network involves four participants in addition to us: cardholder (an individual who holds a card or uses another device enabled for payment), merchant, issuer (the cardholder’s financial institution) and acquirer (the merchant’s financial institution). We do not issue cards, extend credit, determine or receive revenue from interest rates or other fees charged to cardholders by issuers, or establish the rates charged by acquirers in connection with merchants’ acceptance of our branded cards. In most cases, cardholder relationships belong to, and are managed by, our financial institution customers.

~~We generate revenue by charging fees to issuers, acquirers and other stakeholders for providing transaction processing and other payment-related products and services,~~business partners, as well as ~~by assessing these customers based primarily on the dollar volume of activity, or gross dollar volume (“GDV”), on the cards and other devices that carry~~ our ~~brands.~~

~~Our Strategy~~

Our ability to grow our business is influenced by personal consumption expenditure growth, driving cash and check transactions toward electronic forms of payment, increasing our share in electronic payments and providing value-added products and services. We achieve our strategy by growing, diversifying and building our business.

~~Grow~~. ~~We focus on growing our core businesses globally, including growing our consumer credit, debit, prepaid and commercial products and solutions, increasing the number of payment transactions we switch.~~

~~Diversify~~. ~~We look to diversify our business and capabilities by focusing on:~~

diversifying our customer base in new and existing markets by working with partners such as governments, merchants, technology companies (such as digital players and mobile providers) and other businesses

encouraging use of our products and solutions in areas that provide new opportunities for electronic payments, such as transit, business-to-person transfers, business-to-business transfers and person-to-person transfers

~~capturing more payment flows by adding automated clearing house (ACH) payments to our core card-based business via our recent acquisition of VocaLink Holdings Limited (“Vocalink”)~~

~~driving acceptance at merchants of all sizes~~

~~broadening financial inclusion for the unbanked and underbanked~~

~~Table of Contents~~

~~Build~~. ~~We build our business by:~~

~~taking advantage of the opportunities presented by the evolving ways consumers interact and transact in the growing digital economy~~

~~providing value-added services across safety and security, consulting, data analytics and loyalty~~

~~We grow, diversify and build our business through a combination of organic growth and strategic investments, including acquisitions.~~

~~Strategic Partners~~. We work with a variety of stakeholders. We provide financial institutions with solutions to help them increase revenue by driving preference for Mastercard-branded products. We help merchants by delivering data-driven insights and other services that help them grow and create simple and secure purchase experiences regardless of how and where their consumers shop. We partner with technology companies such as digital players and mobile providers to deliver digital payment solutions powered by our technology, expertise and security protocols. We help national and local governments drive increased financial inclusion and efficiency, reduce costs, increase transparency to reduce crime and corruption and advance social programs. For consumers, we provide better, safer and more convenient ways to pay.

~~Business Environment~~

We process transactions from more than 210 countries and territories and in more than 150 currencies. Net revenue generated in the United States was 34% and 35% of total net revenue for the three and nine months ended September 30, 2017, respectively, and 38% for both the three and nine months ended September 30, 2016. No individual country, other than the United States, generated more than 10% of total net revenue in each period, but differences in market growth, economic health and foreign exchange fluctuations in certain countries can have an impact on the proportion of revenue generated outside the United States over time. While the global nature of our business helps protect our operating results from adverse economic conditions in a single or a few countries, the significant concentration of our revenue generated in the United States makes our business particularly susceptible to adverse economic conditions in the United States.

The competitive and evolving nature of the global payments industry provides both challenges to and opportunities for the continued growth of our business. Adverse economic trends (including distress in financial markets, currency fluctuations, turmoil in specific economies around the world and additional government intervention) have impacted the environment in which we operate. Certain of our customers, merchants that accept our brands and cardholders who use our brands, have been directly impacted by these adverse economic conditions.

Mastercard’s financial results may be negatively impacted by actions taken by individual financial institutions or by governmental or regulatory bodies. In addition, political instability or a decline in economic conditions in the countries in which we operate may accelerate the timing of or increase the impact of risks to our financial performance. As a result, our revenue or results of operations may be negatively impacted.workforce. We continue to monitor ~~political~~the effects of the pandemic and ~~economic conditions around the world~~actions taken by governments as they relate to ~~identify opportunities for~~travel restrictions, social distancing measures, restrictions on business operations and fiscal stimulus actions, as well as the continued ~~growth~~impact of these actions on consumers and businesses. While these governmental measures have eased in jurisdictions primarily where vaccination levels continue to progress, the extent to which current measures are removed or new measures are put in place will depend upon how the pandemic evolves, including the impact of COVID-19 variants and the potential resurgence of infections, as well as the progress of the ongoing global administration of vaccines.

The full extent to which the pandemic, and measures taken in response, affect our business, results of operations and ~~to evaluate~~financial condition will depend on future developments, including the ~~evolution~~duration of the pandemic and its impact on the global ~~payments industry. Notwithstanding recent encouraging trends, the extent and pace of economic recovery in various regions remains~~economy, which are uncertain, and ~~the overall business environment may present challenges for us to grow our business.~~cannot be predicted at this time.

~~For a full discussion of the various legal, regulatory and business risks that could impact our financial results, see “Risk Factors” in Part I, Item 1A~~ ~~of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.~~

~~Table of Contents~~

Financial Results Overview

The following ~~tables provide~~table provides a summary of our key GAAP operating ~~results:~~results, as reported:


	Three Months Ended September 30,						Increase/(Decrease)	Nine Months Ended September 30,						Increase/(Decrease)
	2021			2020				2021			2020
	($ in millions, except per share data)
Net revenue	$	4,985		$	3,837		30%	$	13,668		$	11,181		22%
Operating expenses	$	2,268		$	1,732		31%	$	6,413		$	5,158		24%
Operating income	$	2,717		$	2,105		29%	$	7,255		$	6,023		20%
Operating margin	54.5		%	54.9		%	(0.4) ppt	53.1		%	53.9		%	(0.8) ppt
Income tax expense	$	402		$	402		—%	$	1,176		$	966		22%
Effective income tax rate	14.3		%	21.0		%	(6.7) ppt	15.7		%	17.3		%	(1.6) ppt
Net income	$	2,414		$	1,513		59%	$	6,308		$	4,626		36%
Diluted earnings per share	$	2.44		$	1.51		62%	$	6.35		$	4.59		38%
Diluted weighted-average shares outstanding	990			1,005			(2)%	994			1,008			(1)%

Three Months Ended September 30, Increase/(Decrease) Nine Months Ended
September 30, Increase/(Decrease)
2017 2016 2017 2016
($ in millions, except per share data)
Net revenue $ 3,398
$ 2,880
18% $ 9,185
$ 8,020
15%

Operating expenses $ 1,457
$ 1,210
20% $ 4,085
$ 3,622
13%
Operating income $ 1,941
$ 1,670
16% $ 5,100
$ 4,398
16%
Operating margin 57.1 % 58.0 % (0.9) ppt 55.5 % 54.8 % 0.7 ppt

Income tax expense $ 502
$ 449
12% $ 1,350
$ 1,209
12%
Effective income tax rate 26.0 % 27.5 % (1.5) ppt 26.8 % 27.9 % (1.1) ppt

Net income $ 1,430
$ 1,184
21% $ 3,688
$ 3,126
18%

Diluted earnings per share $ 1.34
$ 1.08
24% $ 3.43
$ 2.83
21%
Diluted weighted-average shares outstanding 1,068
1,099
(3)% 1,075
1,104
(3)%

30 MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q

PART I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Summary~~The following table provides a summary of ~~Non-GAAP Results~~ ^{our key non-GAAP operating results1}:

Three Months Ended September 30,²
Increase/(Decrease) Nine Months Ended
September 30, Increase/(Decrease)
2017 2016
Reported GAAP²
Currency-neutral 2017 2016 As adjusted Currency-neutral
($ in millions, except per share data)
Net revenue $ 3,398
$ 2,880
18% 17% $ 9,185
$ 8,020
15% 14%

Adjusted operating expenses $ 1,457
$ 1,210
20% 19% $ 4,070
$ 3,515
16% 16%

Adjusted operating margin 57.1 % 58.0 % (0.9) ppt (1.1) ppt 55.7 % 56.2 % (0.5) ppt (0.6) ppt

Adjusted effective income tax rate 26.0 % 27.5 % (1.5) ppt (1.5) ppt 26.8 % 27.9 % (1.1) ppt (1.1) ppt

Adjusted net income $ 1,430
$ 1,184
21% 19% $ 3,698
$ 3,204
15% 15%

Adjusted diluted earnings per share $ 1.34
$ 1.08
24% 23% $ 3.44
$ 2.90
19% 18%

¹~~The Summary of Non-GAAP Results excludes~~, adjusted to exclude the impact of ~~Special Items and/or foreign currency.~~ gains and losses on our equity investments, special items (which represent litigation judgments and settlements and certain one-time items) and the related tax impacts on our non-GAAP adjustments. In addition, we have presented growth rates, adjusted for the impact of currency:


	Three Months Ended September 30,						Increase/(Decrease)		Nine Months Ended September 30,						Increase/(Decrease)
	2021			2020			As adjusted	Currency-neutral	2021			2020			As adjusted	Currency-neutral
	($ in millions, except per share data)
Net revenue	$	4,985		$	3,837		30%	29%	$	13,668		$	11,181		22%	20%
Adjusted operating expenses	$	2,158		$	1,732		25%	23%	$	6,237		$	5,129		22%	19%
Adjusted operating margin	56.7		%	54.9		%	1.8 ppt	2.0 ppt	54.4		%	54.1		%	0.2 ppt	0.4 ppt
Adjusted effective income tax rate	14.4		%	20.0		%	(5.6) ppt	(5.6) ppt	15.6		%	17.1		%	(1.4) ppt	(1.5) ppt
Adjusted net income	$	2,341		$	1,605		46%	45%	$	6,018		$	4,819		25%	23%
Adjusted diluted earnings per share	$	2.37		$	1.60		48%	48%	$	6.06		$	4.78		27%	25%

Note: Tables may not sum due to rounding.

1 See “Non-GAAP Financial Information” for further information on ~~the Special Items, the impact of foreign currency~~our non-GAAP adjustments and the reconciliation to GAAP reported amounts.

² ~~There were no Special Items impacting the results for the three months ended September 30, 2017 and 2016.~~

~~Table of Contents~~

Key highlights for the three and nine months ended September 30, ~~2017~~2021, versus the comparable periods in 2020, were as follows:


Net revenue
Three Months Ended September 30, 2021		For the three months ended September 30, 2021, net revenue increased 29% on a currency-neutral basis, which includes 3 percentage points of growth from acquisitions. The remaining increase was primarily due to:
GAAP	Non-GAAP (currency-neutral)
up 30%	up 29%	- Gross dollar volume growth of 20% on a local currency basis
		- Cross-border volume growth of 52% on a local currency basis
		- Switched transactions growth of 25%
		- Other revenues increased 37%. On a currency-neutral basis, other revenues
		increased 35%, which includes 10 percentage points of growth due to acquisitions.
		The remaining growth was driven primarily by our Cyber & Intelligence and Data &
		Services solutions.
		These increases to net revenue were partially offset by:
		- Rebates and incentives growth of 35%, or 34% on a currency-neutral basis, primarily
		due to increased volumes and transactions and new and renewed deals

Nine Months Ended September 30, 2021		For the nine months ended September 30, 2021, net revenue increased 20% on a currency-neutral basis, which includes 2 percentage points of growth from acquisitions. The remaining increase was primarily due to:
GAAP	Non-GAAP (currency-neutral)
up 22%	up 20%
		- Gross dollar volume growth of 20% on a local currency basis
		- Cross-border volume growth of 25% on a local currency basis
		- Switched transactions growth of 24%
		- Other revenues increased 33%. On a currency-neutral basis, other revenues
		increased 32%, which includes 7 percentage points of growth due to acquisitions.
		The remaining growth was driven primarily by our Cyber & Intelligence and Data &
		Services solutions.
		These increases to net revenue were partially offset by:
		- Rebates and incentives growth of 30%, or 28% on a currency-neutral basis, primarily
		due to increased volumes and transactions and new and renewed deals

~~Net revenue increased~~ ~~18%~~ ~~and~~ ~~15%, or~~ ~~17%~~ ~~and~~ ~~14%~~ ~~on a currency-neutral basis, respectively, versus the comparable~~ ~~periods~~ in ~~2016, primarily driven by increases across our revenue categories, partially offset by higher rebates and incentives. The impact of acquisitions contributed~~ ~~2.5~~ ~~and~~ ~~1.5~~ ~~percentage points of growth, respectively. Switched transactions increased~~ ~~17%for both periods, gross dollar volume increased~~ ~~10%~~ ~~and~~ 9% ~~on a local currency basis and adjusted for the impact of the EU regulation change, and cross-border volume increased~~ ~~15%~~ ~~and~~ ~~14%~~ ~~on a local currency basis, respectively, versus the comparable~~ ~~periods~~ in ~~2016~~.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Operating expenses increased~~ ~~20%~~ ~~and~~ ~~13%, respectively, versus the comparable~~ ~~periods~~ in ~~2016. Excluding the impact of the Special Items, adjusted operating expenses increased~~ ~~20%~~ ~~and~~ ~~16%, or~~ ~~19%~~ ~~and~~ ~~16%~~ ~~on a currency-neutral basis, respectively, versus the comparable~~ ~~periods~~ in ~~2016. These increases were due to higher personnel costs reflecting our continued investment in strategic initiatives. The impact of acquisitions contributed~~ 8 ~~and~~ 5 ~~percentage points of growth for the~~ ~~three and nine months ended September 30, 2017~~.


Operating expenses	Adjusted operating expenses
Three Months Ended September 30, 2021		For the three months ended September 30, 2021, adjusted operating expenses increased 23% on a currency-neutral basis, which includes an 8 percentage point increase due to acquisitions. The remaining increase was primarily due to higher personnel costs, increased spending on advertising and marketing and increased data processing costs.
GAAP	Non-GAAP (currency-neutral)
up 31%	up 23%

Nine Months Ended September 30, 2021		For the nine months ended September 30, 2021, adjusted operating expenses increased 19% on a currency-neutral basis, which includes a 6 percentage point increase due to acquisitions. The remaining increase was primarily due to higher personnel costs, increased spending on advertising and marketing and increased data processing costs.
GAAP	Non-GAAP (currency-neutral)
up 24%	up 19%

~~The effective income tax rate was~~ ~~26.0%~~ ~~and~~ ~~26.8%~~ ~~for the~~ ~~three and nine months ended September 30, 2017, respectively, versus~~ ~~27.5%~~ ~~and~~ ~~27.9%~~ ~~for the comparable~~ ~~periods~~ in ~~2016~~. The lower effective tax rates, as compared to the prior year, were due to a more favorable geographical mix of taxable earnings, partially offset by a lower U.S. foreign tax credit benefit associated with the repatriation of current year foreign earnings.


Effective income tax rate	Adjusted effective income tax rate
Three Months Ended September 30, 2021		For the three months ended September 30, 2021, the adjusted effective income tax rate of 14.4% was lower than prior year, primarily due to the recognition of U.S. tax benefits in the current period, the majority of which were discrete, resulting from a higher foreign derived intangible income deduction and greater utilization of foreign tax credits in the U.S.
GAAP	Non-GAAP (currency-neutral)
14.3%	14.4%

Nine Months Ended September 30, 2021		For the nine months ended September 30, 2021, the adjusted effective income tax rate of 15.6% was lower than prior year, primarily due to the recognition of U.S. tax benefits in the third quarter of 2021, the majority of which were discrete, resulting from a higher foreign derived intangible income deduction and greater utilization of foreign tax credits in the U.S., partially offset by a lower discrete tax benefit related to share-based payments and a change in our geographic mix of earnings.
GAAP	Non-GAAP (currency-neutral)
15.7%	15.6%

Other financial highlights for the nine months ended September 30, ~~2017~~2021 were as follows:

•We generated net cash flows from operations of ~~$3.8 billion~~ ~~compared to~~ ~~$3.5 billion~~$6.3 billion.

•We completed the acquisitions of businesses for ~~the comparable period in~~ ~~2016~~.

total consideration of $4.4 billion.

•We repurchased ~~23.1~~12.8 million shares of our common stock for $4.6 billion and paid dividends of ~~$709 million~~.$1.3 billion.

•We completed a debt offering for an aggregate principal amount of $1.3 billion.

Non-GAAP Financial Information

Non-GAAP financial information is defined as a numerical measure of a company’s performance that excludes or includes amounts so as to be different than the most comparable measure calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”). ~~These~~Our non-GAAP financial measures exclude the impact of gains and losses on our equity investments which includes mark-to-market fair value adjustments, impairments and gains and losses upon disposition, as well as the ~~following~~related tax impacts. Our non-GAAP financial measures also exclude the impact of special items, where applicable, which represent litigation judgments and settlements and certain one-time items, as well as the related tax impacts (“Special Items”):. Our non-GAAP financial measures for the comparable periods exclude the impact of the following:

Gains and Losses on Equity Investments

•In the three and nine months ended September 30, 2021, we recorded pre-tax net gains of $197 million ($163 million after tax, or $0.16 per diluted share) and $534 million ($432 million after tax, or $0.43 per diluted share), respectively, primarily related to unrealized fair market value adjustments on marketable and non-marketable equity securities.

•In the three and nine months ended September 30, 2020, we recorded net losses of $91 million, which included certain losses that did not provide any tax benefit, ($92 million after tax, or $0.09 per diluted share), and $190 million ($171 million after tax, or $0.17 per diluted share), respectively, primarily related to unrealized fair market value adjustments on marketable and non-marketable equity securities.

32 MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Items

Litigation provisions

•In the third quarter of 2021, we recorded pre-tax charges of $27 million ($22 million after tax, or $0.02 per diluted share) related to litigation settlements and estimated attorneys’ fees with U.K. merchants.

•In the second quarter of 2021, we recorded pre-tax charges of $67 million ($52 million after tax, or $0.05 per diluted share) related to litigation settlements and estimated attorneys’ fees with U.K. merchants.

•In the second quarter of 2020, we recorded pre-tax charges of $22 million ($17 million after tax, or $0.02 per diluted share) related to estimated attorneys’ fees and litigation settlements with U.K. and Pan-European merchants.

•In the first quarter of ~~2017,~~2020, we recorded ~~a provision for litigation~~pre-tax charges of ~~$15~~$6 million (~~$10~~ ($5 million after tax, or ~~$0.01~~and an immaterial impact per diluted share) related to a litigation ~~settlement~~settlements with ~~Canadian merchants (the “Canadian Merchant Litigation Provision”).~~

U.K. merchants.

Indirect tax matter

•In the ~~second~~third quarter of ~~2016,~~2021, we recorded a ~~provision for litigation~~pre-tax charge of ~~$107~~$88 million (~~$78~~ ($69 million after tax, or ~~$0.07~~$0.07 per diluted share) due to the anticipated resolution of a foreign indirect tax matter for 2015 through the current period and the related ~~to a judgment issued against the Company in a litigation with a merchant in the U.K. (the “U.K. Merchant Litigation Provision”).~~

interest.

See Note 116 (Investments) and Note 15 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part I, Item ~~I of this Report~~1 for further ~~discussion.~~discussion related to certain of our non-GAAP financial measures. We excluded these ~~litigation provisions~~items because ~~our~~ management ~~monitors litigation judgments~~evaluates the underlying operations and ~~settlements related to interchange and regulation~~performance of the Company separately from these recurring and nonrecurring items.

We believe that the non-GAAP financial measures presented facilitate an understanding of our operating performance and provide a meaningful comparison of our results between periods. We use non-GAAP financial measures to, among other things, evaluate our ongoing operations in relation to historical results, for internal planning and ~~evaluates ongoing performance without these amounts.~~forecasting purposes and in the calculation of performance-based compensation.

~~In addition, we~~Currency-neutral Growth Rates

We present growth rates adjusted for the impact of ~~foreign~~ currency which is a non-GAAP financial measure. Currency-neutral growth rates are calculated by remeasuring the prior period’s results using the current period’s exchange rates for both the translational and transactional impacts on operating ~~results.~~results as well as removing the related impact of our designated foreign exchange derivative contracts related to our cash flow hedging activities. The impact of ~~foreign~~ currency translation represents the effect of translating operating results where the functional currency is different than our U.S. dollar reporting currency. The impact of the transactional ~~foreign~~ currency represents the effect of converting revenue and expenses occurring in a currency other than the functional ~~currency. Our management believes~~currency of the entity. The impact of the related realized gains and losses resulting from our foreign exchange derivative contracts designated as cash flow hedging instruments is recognized in the respective financial statement line item on the statement of operations when the underlying forecasted transactions impact earnings. We believe the presentation of ~~the impact of foreign currency~~currency-neutral growth rates provides relevant ~~information.~~

~~Table of Contents~~

~~Our management believes that the non-GAAP financial measures presented~~information to facilitate an understanding of our operating ~~performance~~results.

The translational and ~~provide a meaningful comparison~~transactional impact of currency and the related impact of our ~~results between periods. Our management uses non-GAAP financial measures to, among other things, evaluate~~foreign exchange derivative contracts designated as cash flow hedging instruments (“Currency impact”) has been excluded from our ~~ongoing operations~~currency-neutral growth rates and has been identified in ~~relation to historical results,~~our drivers of change impact tables. See “Foreign Currency - Currency Impact” for ~~internal planning~~further information on our currency impacts and ~~forecasting purposes~~“Financial Results - Revenue and ~~in the calculation of performance-based compensation. The presentation of non-GAAP financial measures should not be considered in isolation or as a substitute~~Operating Expenses” for our ~~related financial results prepared in accordance with GAAP.~~drivers of change impact tables.

Net revenue, operating expenses, operating margin, other income (expense), effective income tax rate, net income and diluted earnings per share adjusted for the impact of gains and losses on our equity investments, Special Items and/or the impact of ~~foreign~~ currency, are non-GAAP financial measures and should not be relied upon as substitutes for measures calculated in accordance with GAAP.

MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q 33

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following tables reconcile our ~~as-reported~~reported financial measures calculated in accordance with GAAP to the respective non-GAAP adjusted financial ~~measures.~~

measures:


	Nine Months Ended September 30, 2017												Three Months Ended September 30, 2021
	Operating expenses			Operating margin		Effective income tax rate		Net income		Diluted earnings per share			Operating expenses		Operating margin		Other income (expense)		Effective income tax rate		Net income		Diluted earnings per share
	($ in millions, except per share data)												($ in millions, except per share data)
Reported - GAAP	$	4,085		55.5	%	26.8	%	$	3,688	$	3.43	Reported - GAAP	$	2,268	54.5	%	$	99	14.3	%	$	2,414	$	2.44
Special Item	(15		)	0.2	%	—	%	10		0.01
(Gains) losses on equity investments												(Gains) losses on equity investments	**		**		(197)		(0.2) %		(163)		(0.16)
Litigation provisions												Litigation provisions	(27)		0.6 %		**		0.1	%	22		0.02
Indirect tax matter												Indirect tax matter	(82)		1.6	%	6		0.2	%	69		0.07
Non-GAAP	$	4,070		55.7	%	26.8	%	$	3,698	$	3.44	Non-GAAP	$	2,158	56.7	%	$	(92)	14.4	%	$	2,341	$	2.37


	Nine Months Ended September 30, 2021
	Operating expenses		Operating margin		Other income (expense)		Effective income tax rate		Net income		Diluted earnings per share
	($ in millions, except per share data)
Reported - GAAP	$	6,413	53.1	%	$	229	15.7	%	$	6,308	$	6.35
(Gains) losses on equity investments	**		**		(534)		(0.3) %		(432)		(0.43)
Litigation provisions	(94)		0.7 %		**		0.1	%	74		0.07
Indirect tax matter	(82)		0.6 %		6		0.1	%	69		0.07
Non-GAAP	$	6,237	54.4	%	$	(299)	15.6	%	$	6,018	$	6.06


	Nine Months Ended September 30, 2016												Three Months Ended September 30, 2020
	Operating expenses			Operating margin		Effective income tax rate		Net income		Diluted earnings per share			Operating expenses		Operating margin		Other income (expense)		Effective income tax rate		Net income		Diluted earnings per share
	($ in millions, except per share data)												($ in millions, except per share data)
Reported - GAAP	$	3,622		54.8	%	27.9	%	$	3,126	$	2.83	Reported - GAAP	$	1,732	54.9	%	$	(190)	21.0	%	$	1,513	$	1.51
Special Item	(107		)	1.4	%	—	%	78		0.07
(Gains) losses on equity investments												(Gains) losses on equity investments	**		**		91		(1.0) %		92		0.09

Non-GAAP	$	3,515		56.2	%	27.9	%	$	3,204	$	2.90	Non-GAAP	$	1,732	54.9	%	$	(99)	20.0	%	$	1,605	$	1.60

Three Months Ended September 30, 2017 as compared to the Three Months Ended September 30, 2016
Increase/(Decrease)
Net revenue Operating expenses Operating margin Effective income tax rate Net income Diluted earnings per share
Reported - GAAP 18 % 20 % (0.9) ppt (1.5) ppt 21 % 24 %
Foreign currency ¹
(1 )% (1 )% (0.2) ppt – ppt (2 )% (1 )%
Non-GAAP - currency-neutral 17 % 19 % (1.1) ppt (1.5) ppt 19 % 23 %

Nine Months Ended September 30, 2017 as compared to the Nine Months Ended September 30, 2016
Increase/(Decrease)
Net revenue Operating expenses Operating margin Effective income tax rate Net income Diluted earnings per share
Reported - GAAP 15 % 13 % 0.7 ppt (1.1) ppt 18 % 21 %
Special Item — % 3 % (1.2) ppt – ppt (3 )% (3 )%
Non-GAAP 15 % 16 % (0.5) ppt (1.1) ppt 15 % 19 %
Foreign currency ¹
— % — % (0.1) ppt – ppt — % — %
Non-GAAP - currency-neutral 14 % 16 % (0.6) ppt (1.1) ppt 15 % 18 %


	Nine Months Ended September 30, 2020
	Operating expenses		Operating margin		Other income (expense)		Effective income tax rate		Net income		Diluted earnings per share
	($ in millions, except per share data)
Reported - GAAP	$	5,158	53.9	%	$	(431)	17.3	%	$	4,626	$	4.59
(Gains) losses on equity investments	**		**		190		(0.2) %		171		0.17
Litigation provisions	(28)		0.3 %		**		—	%	22		0.02
Non-GAAP	$	5,129	54.1	%	$	(241)	17.1	%	$	4,819	$	4.78

Note: Tables may not sum due to rounding.

¹ ~~Represents the foreign currency translational and transactional impact.~~

** Not applicable

34 MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following tables represent the reconciliation of our growth rates reported under GAAP to our non-GAAP growth rates:


	Three Months Ended September 30, 2021 as compared to the Three Months Ended September 30, 2020
	Increase/(Decrease)
	Net revenue	Operating expenses	Operating margin	Effective income tax rate	Net income	Diluted earnings per share
Reported - GAAP	30%	31%	(0.4) ppt	(6.7) ppt	59%	62%
(Gains) losses on equity investments	**	**	**	0.8 ppt	(20) %	(19) %
Litigation provisions	**	(2) %	0.6 ppt	0.1 ppt	1%	1%
Indirect tax matter	**	(5) %	1.6 ppt	0.2 ppt	5%	5%
Non-GAAP	30%	25%	1.8 ppt	(5.6) ppt	46%	48%
Currency impact 1	(1) %	(1) %	0.1 ppt	— ppt	(1) %	(1) %
Non-GAAP - currency-neutral	29%	23%	2.0 ppt	(5.6) ppt	45%	48%


	Nine Months Ended September 30, 2021 as compared to the Nine Months Ended September 30, 2020
	Increase/(Decrease)
	Net revenue	Operating expenses	Operating margin	Effective income tax rate	Net income	Diluted earnings per share
Reported - GAAP	22%	24%	(0.8) ppt	(1.6) ppt	36%	38%
(Gains) losses on equity investments	**	**	**	— ppt	(14) %	(14) %
Litigation provisions	**	(1) %	0.4 ppt	0.1 ppt	1%	1%
Indirect tax matter	**	(2) %	0.6 ppt	0.1 ppt	1%	2%
Non-GAAP	22%	22%	0.2 ppt	(1.4) ppt	25%	27%
Currency impact 1	(2) %	(2) %	0.1 ppt	— ppt	(2) %	(2) %
Non-GAAP - currency-neutral	20%	19%	0.4 ppt	(1.5) ppt	23%	25%

Note: Tables may not sum due to rounding.

** Not applicable

1 See “Non-GAAP Financial Information” for further information on Currency impact.

Key Metrics

In addition to the financial measures described above in “Financial Results Overview”, we review the following metrics to evaluate and identify trends in our business, measure our performance, prepare financial projections and make strategic decisions. We believe that the key metrics presented facilitate an understanding of our operating and financial performance and provide a meaningful comparison of our results between periods.

Gross Dollar Volume (“GDV”)1 measures dollar volume of activity on cards carrying our brands during the period, on a local currency basis and U.S. dollar-converted basis. GDV represents purchase volume plus cash volume and includes the impact of balance transfers and convenience checks; “purchase volume” means the aggregate dollar amount of purchases made with Mastercard-branded cards for the relevant period; and “cash volume” means the aggregate dollar amount of cash disbursements and includes the impact of balance transfers and convenience checks obtained with Mastercard-branded cards for the relevant period. Information denominated in U.S. dollars relating to GDV is calculated by applying an established U.S. dollar/local currency exchange rate for each local currency in which Mastercard volumes are reported. These exchange rates are calculated on a quarterly basis using the average exchange rate for each quarter. Mastercard reports period-over-period rates of change in purchase volume and cash volume on the basis of local currency information, in order to eliminate the impact of changes in the value of currencies against the U.S. dollar in calculating such rates of change.

Cross-border Volume2 measures cross-border dollar volume initiated and switched through our network during the period, on a local currency basis and U.S. dollar-converted basis, for all Mastercard-branded programs.

Switched Transactions2 measures the number of transactions switched by Mastercard, which is defined as the number of transactions initiated and switched through our network during the period.

~~Table~~

MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q 35

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Operating Margin measures how much profit we make on each dollar of ~~Contents~~

sales after our operating costs but before other income (expense) and income tax expense. Operating margin is calculated by dividing our operating income by net revenue.

1 Data used in the calculation of GDV is provided by Mastercard customers and is subject to verification by Mastercard and partial cross-checking against information provided by Mastercard’s transaction switching systems. All data is subject to revision and amendment by Mastercard or Mastercard’s customers.

~~Impact~~2 Normalized to eliminate the effects of differing switching and carryover days between periods. Carryover days are those where transactions and volumes from days where the company does not clear and settle are processed.

Foreign Currency ~~Rates~~

Currency Impact

Our primary revenue functional currencies are the U.S. dollar, euro, Brazilian real and the British pound. Our overall operating results are impacted by ~~foreign~~ currency translation, which represents the effect of translating operating results where the functional currency is different than our U.S. dollar reporting currency.

Our operating results ~~can~~are also be impacted by transactional ~~foreign~~ currency. The impact of the transactional ~~foreign~~ currency represents the effect of converting revenue and expense transactions occurring in a currency other than the functional currency. Changes in ~~foreign~~ currency exchange rates directly impact the calculation of gross dollar volume (“GDV”) and gross euro volume (“GEV”), which are used in the calculation of our domestic assessments, cross-border volume fees and certain volume-related rebates and incentives. In most non-European regions, GDV is calculated based on local currency spending volume converted to U.S. dollars using average exchange rates for the period. In Europe, GEV is calculated based on local currency spending volume converted to euros using average exchange rates for the period. As a result, certain of our domestic assessments, cross-border volume fees and volume-related rebates and incentives are impacted by the strengthening or weakening of the U.S. dollar versus non-European local currencies and the strengthening or weakening of the euro versus other European local currencies. For example, our billing in Australia is in the U.S. ~~dollar;~~dollar, however, consumer spend in Australia is in the Australian dollar. The ~~foreign~~ currency transactional impact of converting Australian dollars to our U.S. dollar billing currency will have an impact on the revenue generated. The strengthening or weakening of the U.S. dollar is evident when GDV growth on a U.S. dollar-converted basis is compared to GDV growth on a local currency basis. For the three and nine months ended September 30, ~~2017,~~2021, GDV on a U.S. dollar-converted basis increased ~~11%~~21% and 6%22%, respectively, while GDV on a local currency basis increased ~~10% and 7%, respectively,~~20% for each of the periods, versus the comparable periods in ~~2016.~~2020. Further, the impact from transactional ~~foreign~~ currency occurs in transaction processing revenue, other revenue and operating expenses when the local currency of these items ~~are~~is different than the functional ~~currency.~~currency of the entity.

~~In addition,~~Through December 31, 2020, our approach to manage our transactional currency exposure consisted of hedging a portion of anticipated revenues impacted by transactional currencies by entering into foreign exchange derivative contracts, and recording the related changes in fair value in general and administrative expenses on the consolidated statement of operations. During the first quarter of 2021, we started to formally designate certain newly-executed foreign exchange derivative contracts, which meet the established accounting criteria, as cash flow hedges. Gains and losses resulting from changes in fair value of these designated contracts will be deferred in accumulated other comprehensive income (loss) and subsequently recognized in the respective financial statement line item on the statement of operations when the underlying forecasted transactions impact earnings.

Foreign Exchange Activity

We incur foreign currency gains and losses from remeasuring monetary assets and liabilities, including settlement receivables and payables with our customers, that are denominated in a currency other than the functional currency ~~and from remeasuring~~of the entity. To manage this foreign exchange risk, we may enter into foreign exchange derivative contracts ~~(“Foreign Exchange Activity”).~~to economically hedge the foreign currency exposure of a portion of our nonfunctional monetary assets and liabilities. The gains or losses resulting from the changes in fair value of these contracts are intended to reduce the potential effect of the underlying hedged exposure and are recorded net within general and administrative expenses on the consolidated statement of operations. The impact of ~~Foreign Exchange Activity~~this foreign exchange activity, including the related hedging activities, has not been eliminated in our currency-neutral results (see “Non-GAAP Financial Information”) and is recorded in general and administrative expenses. We attempt to manage foreign currency balance sheet remeasurement and cash flow risk through ourresults.

Our foreign exchange risk management activities ~~which~~ are discussed further in Note ~~13 (Foreign Exchange Risk Management)~~17 (Derivative and Hedging Instruments) to the consolidated financial statements included in Part I, Item 11.

Risk of this Report. Since we do not designate foreign currency derivatives as hedging instruments pursuant to the accounting standards for derivative instruments and hedging activities, we record gains and losses on foreign exchange derivatives on a current basis, with the associated offset being recognized as the exposures materialize.Currency Devaluation

We are exposed to currency devaluation in certain countries. In addition, we are subject to exchange control regulations that restrict ~~or prohibit~~ the conversion of financial assets into U.S. dollars. While these revenues and assets are not material to ~~Mastercard~~us on a consolidated basis, ~~they could~~we can be negatively impacted should there be a continued and sustained devaluation of local currencies relative to the U.S. dollar and/or a continued and sustained deterioration of economic conditions in these countries. ~~This includes approximately $140 million of exposure in Venezuela as of September~~

36 MASTERCARD SEPTEMBER 30, ~~2017.~~2021 FORM 10-Q

PART I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Financial Results

Revenue

~~Revenue Description~~Primary drivers of net revenue, versus the comparable periods in 2020, were as follows:

Our business model involves four participants in addition to us: cardholders, merchants, issuers (the cardholders’ financial institutions) and acquirers (the merchants’ financial institutions). OurFor the three months ended September 30, 2021, gross revenue ~~is generated~~increased 32%, or 31% on a currency-neutral basis, which includes growth of 2 percentage points from acquisitions. The remaining increase was primarily driven by ~~assessing~~transaction and volume growth and an increase in our customers based primarily on the dollar volume of activity on the cards and other devices that carry our brands and from the fees that we charge our customers for providing transaction processing and other payment-relatedvalue-added products and services. ~~Our revenue is based upon transactional information accumulated by our systems~~Rebates and incentives increased 35%, or ~~reported by our customers. Our primary revenue billing currencies are the U.S. dollar, euro, Brazilian real~~34% on a currency-neutral basis, primarily due to increased volumes and ~~the British pound.~~

~~The price structure for our products and services is complex and is dependent on the nature of volumes, types of~~ transactions and ~~type~~new and renewed deals. Net revenue increased 30%, or 29% on a currency-neutral basis, and includes 3 percentage points of ~~products and services we offer to~~growth from our ~~customers. Our net revenue can be significantly impacted by~~acquisitions.

For the ~~following:~~

~~domestic or cross-border transactions~~

~~signature-based or PIN-based transactions~~

~~Table of Contents~~

~~geographic region or country in which the transaction occurs~~

~~volumes/transactions subject to tiered rates~~

~~processed or not processed by Mastercard~~

~~amount of usage of our other products or services~~

~~amount of rebates and incentives provided to customers~~

~~We classify our net revenue into the following five categories:~~

~~Domestic assessments~~ are fees charged to issuers and acquirers based primarily on the dollar volume of activity on cards and other devices that carry our brands where the merchant country and the issuer country are the same. Domestic assessments include items such as card assessments, which are fees charged on the number of cards issued or assessments for specific purposes, such as acceptance development or market development programs.

~~Cross-border volume fees~~ are charged to issuers and acquirers based on the dollar volume of activity on cards and other devices that carry our brands where the merchant country and the issuer country are different. In general, a cross-border transaction generates higher revenue than a domestic transaction since cross-border fees are higher than domestic fees, and may include fees for currency conversion.


3.	~~Transaction processing~~ ~~revenue is earned for both domestic and cross-border transactions and is primarily based on the number of transactions. Transaction processing includes the following:~~

~~Switched transactions~~ ~~includethe following products and services:~~


Ø	~~Authorization~~ is the process by which a transaction is routed to the issuer for approval. In certain circumstances, such as when the issuer’s systems are unavailable or cannot be contacted, Mastercard or others, on behalf of the issuer approve in accordance with either the issuer’s instructions or applicable rules (also known as “stand-in”).


Ø	~~Clearing~~ is the determination and exchange of financial transaction information between issuers and acquirers after a transaction has been successfully conducted at the point of interaction. We clear transactions among customers through our central and regional processing systems.


Ø	~~Settlement~~ is~~facilitating the exchange of funds between parties.~~

~~Connectivity fees~~ are charged to issuers, acquirers and other financial institutions for network access, equipment and the transmission of authorization and settlement messages. These fees are based on the size of the data being transmitted and the number of connections to our network.

~~Other Processing fees~~ ~~include issuer and acquirer processing solutions; payment gateways for e-commerce merchants; and mobile gateways for mobile initiated transactions.~~


4.	~~Other revenues: Other revenues consist of other payment-related products and services and are primarily associated with the following:~~

~~Consulting, data analytic and research fees~~ ~~are primarily generated by Mastercard Advisors, our professional advisory services group.~~

~~Safety and security services fees~~ are for products and services we offer to prevent, detect and respond to fraud and to ensure the safety of transactions made on Mastercard products. We work with issuers, merchants and governments to help deploy standards for safe and secure transactions for the global payments system.

~~Loyalty and rewards solutions fees~~ are charged to issuers for benefits provided directly to consumers with Mastercard-branded cards, such as access to a global airline lounge network, global and local concierge services, individual insurance coverages, emergency card replacement, emergency cash advance services and a 24-hour cardholder service center. For merchants, we provide targeted offers

~~Table of Contents~~

~~and rewards campaigns and management services for publishing offers, as well as opportunities for holders of co-brand or loyalty cards and rewards program members to obtain rewards points faster.~~

~~Program management services~~ ~~provided to prepaid card issuers consist of foreign exchange margin, commissions, load fees and ATM withdrawal fees paid by cardholders on the sale and encashment of prepaid cards.~~

~~Bank account-based payment services~~ ~~relating to ACH and other ACH related services.~~

~~We also charge for a variety of other payment-related products and services, including account and transaction enhancement services, rules compliance and publications.~~


5.	~~Rebates and incentives (contra-revenue):~~ ~~Rebates and incentives are provided to certain Mastercard customers and are recorded as contra-revenue.~~

~~Revenue Analysis~~

~~In the three and~~ nine months ended September 30, ~~2017,~~2021, gross revenue increased ~~19% and 17%~~25%, or ~~17% and 16%~~23% on a currency-neutral basis, ~~respectively, versus the comparable periods in 2016. Gross revenue~~which includes growth ~~in the three~~of 1 percentage point from acquisitions. The remaining increase was primarily driven by transaction and ~~nine months ended September 30, 2017 was driven by~~volume growth and an increase in ~~transactions, dollar volume of activity on cards carrying~~ our ~~brands, other payment-related~~value-added products and services.

Rebates and incentives ~~in the three and nine months ended September 30, 2017,~~ increased ~~20% and 21%~~30%, or ~~19% and 21%~~28% on a currency-neutral basis, ~~respectively, versus the comparable periods in 2016,~~ primarily due to ~~the impact from~~increased volumes and transactions and new and renewed ~~agreements and~~deals. Net revenue increased ~~volumes.~~

~~Our net revenue for the three and nine months ended September 30, 2017, increased 18% and 15%~~22%, or ~~17% and 14%~~20% on a currency-neutral basis, ~~respectively, versus the comparable periods in 2016. The impact of acquisitions contributed 2.5~~ and ~~1.5~~includes 2 percentage points of growth ~~for the three and nine months ended September~~from our acquisitions.

MASTERCARD SEPTEMBER 30, ~~2017, respectively.~~2021 FORM 10-Q 37

PART I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The ~~significant~~ components of ~~our~~ net revenue ~~for the three and nine months ended September 30, 2017 and 2016~~ were as follows:

Three Months Ended September 30, Increase (Decrease) Nine Months Ended September 30, Increase (Decrease)
2017 2016 2017 2016
($ in millions)
Domestic assessments $ 1,302
$ 1,132
15% $ 3,751
$ 3,269
15%
Cross-border volume fees 1,157
996
16% 3,057
2,658
15%
Transaction processing 1,662
1,357
22% 4,505
3,793
19%
Other revenues 747
620
21% 2,002
1,707
17%
Gross revenue 4,868
4,105
19% 13,315
11,427
17%
Rebates and incentives (contra-revenue) (1,470 ) (1,225 ) 20% (4,130 ) (3,407 ) 21%
Net revenue $ 3,398
$ 2,880
18% $ 9,185
$ 8,020
15%

~~Table of Contents~~


	Three Months Ended September 30,				Increase (Decrease)	Nine Months Ended September 30,				Increase/ (Decrease)
	2021		2020			2021		2020
	($ in millions)
Domestic assessments	$	2,139	$	1,750	22%	$	5,993	$	4,907	22%
Cross-border volume fees	1,276		791		61%	3,284		2,645		24%
Transaction processing	2,849		2,251		27%	7,812		6,352		23%
Other revenues	1,562		1,143		37%	4,384		3,286		33%
Gross revenues	7,826		5,935		32%	21,473		17,190		25%
Rebates and incentives (contra-revenue)	(2,841)		(2,098)		35%	(7,805)		(6,009)		30%
Net revenue	$	4,985	$	3,837	30%	$	13,668	$	11,181	22%

The following table summarizes the ~~primary~~ drivers of change in net ~~revenue growth in the three and nine months ended September 30, 2017, versus the comparable periods in 2016:~~revenue:


	Three Months Ended September 30, 2021
	Operational			Acquisitions			Currency Impact 3			Total
Domestic assessments	21	%	1		—	%		1	%		22	%
Cross-border volume fees	59	%	1		—	%		2	%		61	%
Transaction processing	26	%	1		—	%		1	%		27	%
Other revenues	26	%	2		10	%		1	%		37	%
Rebates and incentives (contra-revenue)	34	%			—	%		1	%		35	%
Net revenue	26	%			3	%		1	%		30	%

Three Months Ended September 30, 2017
Volume Acquisitions Foreign Currency
Other ¹
Total
Domestic assessments 10 % — % 1 % 5 %
²
15 %
Cross-border volume fees 14 % — % 1 % 1 % 16 %
Transaction processing 14 % 1 % 2 % 6 % 22 %
Other revenues **
9 % 2 % 10 %
³
21 %
Rebates and incentives (contra-revenue) 9 % — % 1 % 10 %
⁴
20 %

Net revenue 11 % 2 %
⁵
1 % 3 % 18 %


	Nine Months Ended September 30, 2017													Nine Months Ended September 30, 2021
	Volume		Acquisitions			Foreign Currency		Other ¹			Total			Operational			Acquisitions			Currency Impact 3			Total
Domestic assessments	9	%	—	%		—	%	6	%	²	15	%	Domestic assessments	21	%	1		—	%		1	%		22	%
Cross-border volume fees	13	%	—	%		(1	)%	3	%		15	%	Cross-border volume fees	20	%	1		—	%		4	%		24	%
Transaction processing	15	%	1	%		—	%	3	%		19	%	Transaction processing	21	%	1		—	%		2	%		23	%
Other revenues	**		6	%		1	%	11	%	³	17	%	Other revenues	24	%	2		7	%		2	%		33	%
Rebates and incentives (contra-revenue)	9	%	—	%		—	%	12	%	⁴	21	%	Rebates and incentives (contra-revenue)	28	%			—	%		2	%		30	%

Net revenue	11	%	2	%	⁵	—	%	2	%		15	%	Net revenue	18	%			2	%		2	%		22	%

Note: ~~Table~~Tables may not sum due to rounding.

¹Includes ~~impact~~impacts from ~~pricing and~~our key metrics, other non-volume based ~~fees.~~fees, pricing and mix.

²~~Includesimpact of the allocation of revenue to service deliverables, which are recorded in other revenue when services are performed.~~

³Includes impacts from ~~Advisor~~cyber and intelligence fees, ~~safety~~data analytics and ~~security fees, loyalty and reward solution~~consulting fees and other payment-related products and services.

⁴3 Includes the ~~impact from timing of new, renewed~~translational and ~~expired agreements.~~

⁵~~The~~transactional impact of ~~acquisitions contributed 2.5~~currency and ~~1.5 percentage points~~the related impact of ~~growth for the three and nine months ended September~~our foreign exchange derivative contracts designated as cash flow hedging instruments.

38 MASTERCARD SEPTEMBER 30, ~~2017, respectively.~~2021 FORM 10-Q

PART I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	Increase/(Decrease)				Increase/(Decrease)
	USD	Local	USD	Local	USD	Local	USD	Local
Mastercard-branded GDV 1	21%	20%	—%	1%	22%	20%	(3)%	(0.4)%
Asia Pacific/Middle East/Africa	11%	10%	(2)%	(1)%	16%	12%	(5)%	(3)%
Canada	24%	17%	(4)%	(3)%	24%	14%	(6)%	(4)%
Europe	28%	27%	2%	3%	27%	24%	(2)%	1%
Latin America	39%	34%	(22)%	(7)%	26%	26%	(18)%	(3)%
United States	20%	20%	4%	4%	22%	22%	2%	2%
Cross-border volume 1	54%	52%	(35)%	(36)%	30%	25%	(29)%	(29)%

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Growth (USD) Growth (Local) Growth (USD) Growth (Local) Growth (USD) Growth (Local) Growth (USD) Growth (Local)
Mastercard-branded GDV ¹
11 % 10 % 5 % 7 % 6 % 7 % 7 % 10 %
Asia Pacific/Middle East/Africa 8 % 9 % 9 % 10 % 7 % 8 % 8 % 12 %
Canada 13 % 9 % 10 % 9 % 12 % 10 % 5 % 10 %
Europe 18 % 15 % 1 % 4 % 5 % 7 % 7 % 12 %
Latin America 17 % 15 % 7 % 14 % 17 % 15 % (1 )% 15 %
United States 6 % 6 % 5 % 5 % 4 % 4 % 7 % 7 %
Cross-border Volume ¹
17 % 15 % 9 % 12 % 13 % 14 % 8 % 12 %
Switched Transactions 17 % 18 % 17 % 15 %

¹Excludes volume generated by Maestro and Cirrus cards.

In 2016, our GDV was impacted by the EU Interchange Fee Regulation related to card payments, which became effective in June 2016. The regulation requires that we no longer collect fees on domestic European Economic Area payment transactions that do not use our network brand. Prior to that, we collected a de minimis assessment fee in a few countries, particularly France, on transactions with Mastercard co-badged cards if the brands of domestic networks (as opposed to Mastercard) were used. As a result, the non-Mastercard co-badged volume is no longer being included.

The following table reflects GDV growth rates for Europe and Worldwide Mastercard. For comparability purposes, we adjusted growth rates for the impact of Article 8 of the EU Interchange Fee Regulation related to card payments, to exclude the prior period co-badged volume processed by other networks.

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Growth (Local)
GDV ¹

Worldwide as reported 10% 7% 7% 10%
Worldwide as adjusted for EU Regulation 10% 10% 9% 12%

Europe as reported 15% 4% 7% 12%
Europe as adjusted for EU Regulation 16% 17% 15% 19%

¹ ~~Excludes volume generated by Maestro and Cirrus cards.~~

A significant portion of our revenue is concentrated among our five largest customers. The loss of any of these customers or their significant card programs could adversely impact our revenue. In addition, as part of our business strategy, Mastercard, among other efforts, enters into business agreements with customers. These agreements can be terminated in a variety of circumstances. See our risk factor in “Risk Factor - Business Risks” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2016.

Our operating expenses are comprised of general and administrative, advertising and marketing, depreciation and amortization and provision for litigation settlement. Operating expenses increased 20% and 13% forFor the three ~~and nine~~ months ended September 30, ~~2017, respectively,~~2021, operating expenses increased 31% versus the comparable ~~periods~~period in ~~2016. Excluding the impact of the Special Items, adjusted~~2020. Adjusted operating expenses increased ~~20% and 16%~~25%, or ~~19% and 16%~~23% on a currency-neutral basis, ~~for the three and nine months ended September 30, 2017, respectively,~~ versus the comparable ~~periods~~period in ~~2016. These increases were~~2020, which includes an 8 percentage point increase from acquisitions. The remaining increase was primarily due to higher personnel costs ~~reflecting~~to support our continued investment in our strategic ~~initiatives.~~initiatives, increased spending on advertising and marketing and increased data processing costs.

For the nine months ended September 30, 2021, operating expenses increased 24% versus the comparable period in 2020. Adjusted operating expenses increased 22%, or 19% on a currency-neutral basis, versus the comparable period in 2020, which includes a 6 percentage point increase from acquisitions. The remaining increase was primarily due to higher personnel costs to support our continued investment in our strategic initiatives, increased spending on advertising and marketing and increased data processing costs.

The components of operating expenses ~~for the three and nine months ended September 30, 2017 and 2016~~ were as follows:


	Three Months Ended September 30,				Increase (Decrease)	Nine Months Ended September 30,				Increase/ (Decrease)
	2021		2020			2021		2020
	($ in millions)
General and administrative	$	1,831	$	1,423	29%	$	5,225	$	4,285	22%
Advertising and marketing	222		168		32%	557		415		34%
Depreciation and amortization	188		141		33%	537		430		25%
Provision for litigation	27		—		**	94		28		**
Total operating expenses	2,268		1,732		31%	6,413		5,158		24%
Special Items 1	(109)		—		**	(176)		(28)		**
Adjusted total operating expenses (excluding Special Items 1)	$	2,158	$	1,732	25%	$	6,237	$	5,129	22%

Three Months Ended September 30, Increase (Decrease) Nine Months Ended September 30, Increase (Decrease)
2017 2016 2017 2016
($ in millions)
General and administrative $ 1,136
$ 933
22 % $ 3,162
$ 2,731
16 %
Advertising and marketing 203
184
11 % 587
503
17 %
Depreciation and amortization 118
93
27 % 321
281
14 %
Provision for litigation settlement —
—
** 15
107
**
Total operating expenses 1,457
1,210
20 % 4,085
3,622
13 %
Special Items¹
—
—
** (15 ) (107 ) **
Adjusted total operating expenses (excluding Special Items¹)
$ 1,457
$ 1,210
20 % $ 4,070
$ 3,515
16 %
Note: Table may not sum due to rounding

¹See “Non-GAAP Financial Information” for further information on our non-GAAP adjustments and the ~~Special Items.~~

reconciliation to GAAP reported amounts.

35MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q 39

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following table summarizes the ~~primary~~ drivers of changes in operating ~~expenses in the three and nine months ended September 30, 2017 versus the comparable periods in 2016:~~expenses:


	Three Months Ended September 30, 2021
	Operational	Special Items 1	Acquisitions	Currency Impact 2	Total
General and administrative	15%	6%	7%	1%	29%
Advertising and marketing	30%	**	1%	1%	32%
Depreciation and amortization	5%	**	26%	2%	33%
Provision for litigation	**	**	**	**	**
Total operating expenses	16%	6%	8%	1%	31%

Three Months Ended September 30, 2017
Operational
Special Items ¹
Acquisitions Foreign Currency Total
General and administrative 13 % — % 8 % 1 % 22 %
Advertising and marketing 9 % — % — % 1 % 11 %
Depreciation and amortization 1 % — % 26 % — % 27 %
Total operating expenses 12 % — % 8 % 1 % 20 %

Note: Tables may not sum due to rounding.

¹See “Non-GAAP Financial Information” for further information on our non-GAAP adjustments and the ~~Special Items.~~reconciliation to GAAP reported amounts.

2 Includes translational and transactional impact of currency.

General and Administrative

For the three months ended September 30, 2021, general and administrative expenses increased 29%, or 28% on a currency-neutral basis, versus the comparable period in 2020. Current period results include growth of 7 percentage points from acquisitions and 6 percentage points from Special Items. The ~~significant~~remaining increase was primarily due to higher personnel costs to support our continued investment in our strategic initiatives and increased data processing costs.

For the nine months ended September 30, 2021, general and administrative expenses increased 22%, or 20% on a currency-neutral basis, versus the comparable period in 2020. Current period results include growth of 6 percentage points from acquisitions and 2 percentage points from Special Items. The remaining increase was primarily due to higher personnel costs to support our continued investment in our strategic initiatives and increased data processing costs.

40 MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q

PART I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The components of ~~our~~ general and administrative expenses were as follows:

Foreign exchange activity 1

~~The primary drivers of changes in general and administrative expenses for three and nine months ended September 30, 2017 versus the comparable periods in 2016 were:~~

~~Personnel expenses~~ ~~increase~~d ~~26%~~ ~~and~~ ~~19%, or~~ ~~25%~~ ~~and~~ ~~19%~~ ~~on a currency-neutral basis, respectively, versus the comparable~~ ~~periods~~ in ~~2016. The increase was due to a higher number of employees to support our continued investment in the areas of digital, geographic expansion and Advisors capabilities. Acquisitions contributed~~ 10 ~~and~~ 5 ~~percentage points to personnel expense growth for the~~ ~~three and nine months ended September 30, 2017, respectively.~~

Data processing and telecommunication expense consists of expenses to support our global payments network infrastructure, expenses to operate and maintain our computer systems and other telecommunication systems. The increase is due to capacity growth of our business. Acquisitions contributed 13 ~~and~~ 7 ~~percentage points to expense growth for the~~ ~~three and nine months ended September 30, 2017, respectively.~~

1 Foreign exchange activity includes gains and losses on foreign exchange derivative contracts and the impact of remeasurement of assets and liabilities denominated in foreign currencies. See Note ~~13 (Foreign Exchange Risk~~

2 ~~percentage points~~ Includes a special item related to ~~general and administrative expense growthfor~~a foreign indirect tax matter of $82 million, pre-tax, recorded during the three and nine months ended September 30, ~~2017, respectively. For the~~ ~~nine months ended September 30, 2017, the increase was due to higher balance sheet remeasurement losses primarily due to the devaluation of the Venezuelan bolivar~~2021. See “Non-GAAP Financial Information” for further information on our non-GAAP adjustments and the ~~impact from foreign exchange derivative contracts due~~reconciliation to ~~the weakening of the U.S. dollar.~~GAAP reported amounts.

~~Other expenses include costs to provide loyalty and rewards solutions, travel and meeting expenses and rental expense for our facilities. For the~~ ~~three and nine months ended September 30, 2017, other expenses increased primarily due to higher cardholder services, partially offset by lower loyalty costs. For the~~ ~~nine months ended September 30, 2017, the increase in other expenses was partially offset by the lapping of costs related to a customer dispute in the second quarter of 2016.~~

Advertising and Marketing

Our brands, principally Mastercard, are valuable strategic assets that drive acceptance and usage of our products and facilitate our ability to successfully introduce new service offerings and access new markets globally. OurFor the three months ended September 30, 2021, advertising and marketing strategy is to increase global Mastercard brand awareness, preference and usage through integrated advertising, sponsorship, promotions, interactive media and public relations programs on a global scale. We will continue to invest in marketing programs at the regional and local levels and sponsor diverse events aimed at multiple target audiences. Advertising and marketing expenses increased ~~11% and 17%~~32%, or ~~10% and 17%~~31% on a currency-neutral basis, ~~respectively, for~~versus the comparable periods in 2020, primarily due to an increase in spending on certain marketing campaigns.

For the nine months ended September 30, 2021, advertising and marketing expenses increased 34%, or 32% on a currency-neutral basis, versus the comparable periods in 2020, primarily due to an increase in advertising and sponsorship spend driven by the reinstatement of sponsored events.

Depreciation and Amortization

For the three and nine months ended September 30, ~~2017,~~2021, depreciation and amortization expenses increased 33% and 25%, or 31% and 22% on a currency-neutral basis, respectively, versus the comparable periods in ~~2016,~~2020, which includes growth of 26 and 19 percentage points from acquisitions, respectively, due to ~~higher marketing spend primarily related to Masterpass.~~the amortization of acquired intangible assets.

~~Depreciation~~Provision for Litigation

We recorded litigation provisions of $27 million and ~~Amortization~~

~~Depreciation and amortization expenses increased 27% and 14%, or 27% and 15% on a currency-neutral basis, for~~$94 million during the three and nine months ended September 30, ~~2017, versus the comparable periods in 2016, primarily due to the impact of acquisitions.~~

In the first quarter of 2017, we recorded the Canadian Merchant Litigation Provision of $15 million. In the second quarter of 2016, we recorded the U.K. Merchant Litigation Provision of $107 million. See Note 11 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part I, Item 1 of this Report for further discussion.

Other income (expense) is comprised primarily of investment income, interest expense, our share of income (losses) from equity method investments and other gains and losses. Total other income (expense) decreased2021, respectively, as well as $28 million ~~and $1 million for~~during the ~~three and~~ nine months ended September 30, ~~2017, respectively,~~2020, related to various litigation settlements and legal costs. See “Non-GAAP Financial Information” in this section for further discussion.

MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q 41

PART I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Other Income (Expense)

For the three months ended September 30, 2021, other income (expense) was favorable $289 million, versus the comparable ~~periods~~period in ~~2016,~~2020, primarily due to ~~an impairment charge taken~~net gains in the current period versus net losses in the prior period related to unrealized fair market value adjustments on anmarketable and non-marketable equity securities. Adjusted other income (expense) was favorable $7 million versus the year-ago period.

For the nine months ended September 30, 2021, other income (expense) was favorable $660 million, versus the comparable period in 2020, primarily due to net gains in the current period versus net losses in the prior period related to unrealized fair market value adjustments on marketable and non-marketable equity securities. Adjusted other income (expense) was unfavorable $58 million versus the year-ago period, primarily due to increased interest expense related to our recent debt issuances and a decrease in our investment income.

The components of other income (expense) were as follows:


	Three Months Ended September 30,				Increase (Decrease)	Nine Months Ended September 30,				Increase/ (Decrease)
	2021		2020			2021		2020
	($ in millions)
Investment income	$	5	$	3	**	$	9	$	27	(66)%
Gains (losses) on equity investments, net	197		(91)		**	534		(190)		**
Interest expense	(110)		(105)		5%	(323)		(275)		17%
Other income (expense), net	7		3		**	9		7		23%
Total other income (expense)	$	99	$	(190)	**	$	229	$	(431)	**
(Gains) losses on equity investments 1	(197)		91		**	(534)		190		**
Special Items 1	6		—		**	6		—		**
Adjusted total other income (expense) 1	$	(92)	$	(99)	(7)%	$	(299)	$	(241)	24%

1 See “Non-GAAP Financial Information” for further information on our non-GAAP adjustments and the reconciliation to GAAP reported amounts.

For the three months ended September 30, 2021, the effective income tax rate was 14.3% versus 21.0% for the comparable period in 2020, primarily due to the recognition of U.S. tax benefits in the current period, the majority of which were discrete, resulting from a higher foreign derived intangible income deduction and greater utilization of foreign tax credits in the U.S. In addition, there were certain gains on equity investments that did not result in tax expense in the current period which also contributed to the lower effective tax rate. The adjusted effective income tax rate was 14.4% versus 20.0% for the comparable period in 2020, primarily due to the recognition of U.S. tax benefits in the current period, the majority of which were discrete, resulting from a higher foreign derived intangible income deduction and greater utilization of foreign tax credits in the U.S.

For the nine months ended September 30, 2021, the effective income tax rate was 15.7% versus 17.3%, for the comparable period in 2020, primarily due to the recognition of U.S. tax benefits in the third quarter of ~~2016~~2021, the majority of which were discrete, resulting from a higher foreign derived intangible income deduction and greater utilization of foreign tax credits in the U.S. In addition, there were certain gains on equity investments that did not result in tax expense in the current period which also contributed to the lower effective tax rate. These benefits were partially offset by a lower discrete tax benefit related to share-based payments and a ~~gain relating~~change in our geographic mix of earnings. The adjusted effective income tax rate was 15.6% versus 17.1%, for the comparable period in 2020, primarily due to ~~an investment we had in a company that we acquired~~the recognition of U.S. tax benefits in the third quarter of ~~2017, partially offset by~~2021, the majority of which were discrete, resulting from a higher ~~interest expense related to our debt issuance~~foreign derived intangible income deduction and greater utilization of foreign tax credits in ~~November 2016.~~

~~The effective income tax rate was 26.0% and 26.8% for~~ the three and nine months ended September 30, 2017, respectively, versus 27.5% and 27.9% for the comparable periods in 2016. The lower effective tax rates, as compared to the prior year, were due to a more favorable geographical mix of taxable earnings,U.S., partially offset by a lower ~~U.S. foreign~~discrete tax ~~credit~~ benefit ~~associated with the repatriation~~related to share-based payments and a change in our geographic mix of ~~current year foreign~~ earnings.

3742 MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q

~~Table of Contents~~

PART I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We rely on existing liquidity, cash generated from operations and access to capital to fund our global operations, ~~credit and settlement exposure,~~ capital expenditures, investments in our business and current and potential obligations. The following table summarizes the cash, cash equivalents, investments and credit available to ~~us at September 30, 2017 and December 31, 2016:~~us:


	September 30, 2021		December 31, 2020
	(in billions)
Cash, cash equivalents and investments 1	$	6.9	$	10.6
Unused line of credit	6.0		6.0

September 30,
2017 December 31,
2016
(in billions)
Cash, cash equivalents and investments ¹
$ 7.4
$ 8.3
Unused line of credit 3.8
3.8

¹Investments include available-for-sale securities and ~~short-term~~ held-to-maturity securities. ~~At September 30, 2017 and December 31, 2016, this~~This amount excludes restricted cash ~~related to the U.S. merchant class litigation settlement of $545 million~~ and ~~$543 million, respectively. This amount also excludes~~ restricted ~~security deposits held for customers of $1 billion at both September 30, 2017 and December 31, 2016.~~

~~Cash,~~ cash equivalents ~~and investments held by our foreign subsidiaries (i.e., any entities where earnings would be subject to U.S. tax upon repatriation) was $4.5~~of $2.4 billion and ~~$3.8~~$2.3 billion at September 30, ~~2017~~2021 and December 31, ~~2016, or 61%~~2020, respectively.

We believe that our existing cash, cash equivalents and ~~45%, respectively, as of such dates. It is~~investment securities balances, our ~~present intention~~cash flow generating capabilities, and our access to ~~indefinitely reinvest historic undistributed accumulated earnings~~capital resources are sufficient to satisfy our future operating cash needs, capital asset purchases, outstanding commitments and other liquidity requirements associated with our foreign subsidiaries outside of the United States (as disclosed in Note 17 (Income Taxes) to the consolidated financial statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2016),existing operations and our current plans do not require repatriation of these earnings. If these earnings are needed for U.S. operations or can no longer be indefinitely reinvested outside of the United States, we would be required to record a liability for such U.S. taxes for the historic undistributed accumulated earnings at that time. Such taxes would be due upon repatriation of such earnings to the United States.potential obligations which include litigation provisions and credit and settlement exposure.

Our liquidity and access to capital could be negatively impacted by global credit market conditions. We guarantee the settlement of many ~~Mastercard, Cirrus and Maestro-branded~~of the transactions between our ~~issuers and acquirers. See Note 12 (Settlement and Other Risk Management) to the consolidated financial statements in Part I, Item 1 of this Report for further information of these guarantees.~~customers. Historically, payments under these guarantees have not been significant; however, historical trends may not be an indication of potential future losses. The risk of loss on these guarantees is specific to individual customers, but may also be driven ~~significantly~~ by regional or global economic conditions, including, but not limited to the health of the financial institutions in a country or region. See Note 16 (Settlement and Other Risk Management) to the consolidated financial statements in Part I, Item 1 for a description of these guarantees.

Our liquidity and access to capital could also be negatively impacted by the outcome of any of the legal or regulatory proceedings to which we are a party. For additional discussion of these and other risks facing our business, see Part I, Item 1A - Risk Factors and Part II, Item 7 (Business Environment) of our Annual Report on Form 10-K for the year ended December 31, ~~2016;~~2020 and Note 1115 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part I, Item ~~1 of this Report; and “Business Environment” within this section of this Report.~~1.

The table below shows a summary of the cash flows from operating, investing and financing ~~activities for the nine months ended September 30, 2017 and 2016:~~activities:


	Nine Months Ended September 30,
	2021		2020
	(in millions)
Net cash provided by operating activities	$	6,274	$	4,971
Net cash used in investing activities	(4,834)		(825)
Net cash used in financing activities	(4,938)		(777)

Net cash provided by operating activities increased ~~$251~~$1,303 million for the nine months ended September 30, ~~2017,~~2021, versus the comparable ~~periods~~period in ~~2016,~~2020, primarily due to higher net income adjusted for non-cash items and the timing of customer incentive payments, partially offset by higher ~~customer incentive payments and~~outstanding accounts receivable ~~activity.~~in the current period due to increased volumes.

Net cash used in investing activities increased ~~by $531~~$4,009 million for the nine months ended September 30, ~~2017,~~2021, versus the comparable ~~periods~~period in ~~2016,~~2020, primarily due to ~~acquisitions and investments~~increased acquisition activity in ~~nonmarketable equity investments, partially offset by lower net purchases of investment securities.~~the current year.

Net cash used in financing activities increased ~~by $475~~$4,161 million for the nine months ended September 30, ~~2017,~~2021, versus the comparable ~~periods~~period in ~~2016,~~2020, primarily due to lower net debt proceeds and higher repurchases of our Class A common stock ~~and dividends paid~~ in the current ~~year, coupled with the payment of short-term debt assumed from our acquisition of Vocalink.~~

~~The table below shows a summary of select balance sheet data at September 30, 2017 and December 31, 2016:~~

We believe that our existing cash, cash equivalents and investment securities balances, our cash flow generating capabilities, our borrowing capacity and our access to capital resources are sufficient to satisfy our future operating cash needs, capital asset purchases, outstanding commitments and other liquidity requirements associated with our existing operations and potential obligations.period.

Debt and Credit Availability

MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q 43

PART I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As of September 30, 2021, we have a commercial paper program (the “Commercial Paper Program”), under which we are authorized to issue up to ~~$3.75~~$6 billion in outstanding notes, with maturities up to 397 days from the date of issuance. In conjunction with the Commercial Paper Program, we have ~~entered into~~ a committed unsecured ~~$3.75~~$6 billion revolving credit facility (the “Credit Facility”)~~. In October 2017, the Company extended the Credit Facility for an additional year to October 2022. There were no material changes to the terms and conditions of the Credit Facility. We were~~ which expires in compliance in all material respects with the covenants of the Credit Facility as of September 30, 2017 and December 31, 2016. The majority of Credit Facility lenders are our customers or their affiliates.November 2025.

Borrowings under the Commercial Paper Program and the Credit Facility are to provide liquidity for general corporate purposes, including providing liquidity in the event of one or more settlement failures by our customers. In addition, we may borrow and repay amounts under these facilities for business continuity purposes. We had no borrowings outstanding under the Commercial Paper Program or the Credit Facility at September 30, ~~2017~~2021 and December 31, ~~2016.~~2020.

See Note 1210 (Debt) to the consolidated financial statements included in Part I, Item 1 for further discussion on our debt and Note 15 (Debt) to the consolidated financial statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2020 for further discussion ~~of long-term~~on our debt, the Commercial Paper Program and the Credit Facility.

Dividends and Share Repurchases

We have historically paid quarterly dividends on our outstanding Class A common stock and Class B common stock. Subject to legally available funds, we intend to continue to pay a quarterly cash dividend. ~~However, the~~The declaration and payment of future dividends is at the sole discretion of our Board of Directors after taking into account various factors, including our financial condition, operating results, available cash and current and anticipated cash needs.

Aggregate payments for quarterly dividends totaled ~~$709~~$1,307 million for the nine months ended September 30, ~~2017.~~2021.

On February ~~7, 2017,~~8, 2021, our Board of Directors declared a quarterly cash dividend of ~~$0.22~~$0.44 per share ~~payable~~paid on May ~~9, 2017~~7, 2021 to holders of record on April ~~7, 2017~~9, 2021 of our Class A common stock and Class B common stock. The aggregate amount of this dividend was ~~$236~~$434 million.

On June ~~27, 2017,~~21, 2021, our Board of Directors declared a quarterly cash dividend of ~~$0.22~~$0.44 per share ~~payable~~paid on August 9, ~~2017~~2021 to holders of record on July ~~7, 2017~~9, 2021 of our Class A common stock and Class B common stock. The aggregate amount of this dividend was ~~$235~~$434 million.

On September ~~19, 2017,~~20, 2021, our Board of Directors declared a quarterly cash dividend of ~~$0.22~~$0.44 per share payable on November 9, ~~2017~~2021 to holders of record on October ~~6, 2017~~8, 2021 of our Class A common stock and Class B common stock. The aggregate amount of this dividend ~~will~~is estimated to be ~~$234~~$433 million.

~~Share Repurchases~~

Repurchased shares of our common stock are considered treasury stock. In December 2020 and 2019, our Board of Directors approved share repurchase programs authorizing us to repurchase up to $6.0 billion and $8.0 billion, respectively, of our Class A common stock under each plan. The program approved in 2020 became effective in August 2021 after completion of the share repurchase program authorized in 2019. The timing and actual number of additional shares repurchased will depend on a variety of factors, including cash requirements to meet the operating needs of the business, legal requirements, as well as the share price and economic and market conditions. In December 2016, our Board of Directors approved a share repurchase program authorizing us to repurchase up to $4 billion of our Class A common stock. This program became effective in April 2017 after completion of the share repurchase program authorized in December 2015.

The following table summarizes our share repurchase authorizations and repurchase activity of our Class A common stock through September 30, ~~2017, as well as historical purchases:~~2021:




	(in millions, except average price data)
Remaining authorization at December 31, 2020		$	9,831
Dollar value of shares repurchased during the nine months ended September 30, 2021		$	4,628
Remaining authorization at September 30, 2021		$	5,203
Shares repurchased during the nine months ended September 30, 2021		12.8
Average price paid per share during the nine months ended September 30, 2021		$	360.87

Authorization Dates
December 2016 December 2015 Total
(in millions, except average price data)
Board authorization $ 4,000
$ 4,000
$ 8,000
Remaining authorization at December 31, 2016 $ 4,000
$ 996
$ 4,996
Dollar value of shares repurchased during the nine months ended September 30, 2017 $ 1,735
$ 996
$ 2,731
Remaining authorization at September 30, 2017 $ 2,265
$ —
$ 2,265
Shares repurchased during the nine months ended September 30, 2017 14.0
9.1
23.1
Average price paid per share during the nine months ended September 30, 2017 $ 123.81
$ 109.16
$ 118.03

~~See Note 7 (Stockholders’ Equity) to the consolidated financial statements included in Part I, Item 1 of this Report for further discussion.~~

~~Off-Balance Sheet Arrangements~~

We have no off-balance sheet debt, other than lease arrangements and other commitments as presented in the future obligations table in Item 7 (Liquidity and Capital Resources) in Part II of our Annual Report on Form 10-K for the year ended December 31, 2016.

Recent Accounting Pronouncements

~~Refer~~For a description of recent accounting pronouncements, if any, and the potential impact of these pronouncements refer to Note 1 (Summary of Significant Accounting Policies) to the consolidated financial statements included in Part I, Item ~~1 of this Report.~~1.

Market risk is the potential for economic losses to be incurred on market risk sensitive instruments arising from adverse changes in ~~market~~ factors such as interest rates and foreign currency exchange ~~rates and equity price risk.~~rates. Our exposure to market risk from changes in interest rates and foreign exchange

44 MASTERCARD SEPTEMBER 30, 2021 FORM 10-Q

PART I

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



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

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



		~~Page~~
PART I ~~— FINANCIAL INFORMATION~~

		~~ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~5	4Item 1.		Consolidated financial statements (unaudited)
		~~Consolidated Balance Sheet — September~~ 30 ~~2017 and December 31, 2016~~		4Item 2.		Management’s discussion and analysis of financial condition and results of operations
~~Consolidated Statement of Operations — Three and Nine Months Ended September 30, 2017 and 2016~~44		5Item 3.		Quantitative and qualitative disclosures about market risk
~~Consolidated Statement of Comprehensive Income — Three and Nine Months Ended September 30, 2017 and 2016~~45		6Item 4.		Controls and procedures


PART II		47		Item 1.		Legal proceedings
		~~Consolidated Statement of Changes in Equity — Nine Months Ended September 30, 2017~~47		6Item 1A.		Risk factors
		~~Consolidated Statement of Cash Flows — Nine Months Ended September 30, 2017 and 2016~~47		7Item 2.		Unregistered sales of equity securities and use of proceeds
		~~Notes to Consolidated Financial Statements~~47		8Item 5.		Other information
		~~ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~47		26Item 6.		Exhibits
		~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~49		-		41Signatures
~~ITEM 4. CONTROLS AND PROCEDURES~~		41
~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~	42

~~PART II — OTHER INFORMATION~~

~~ITEM 1. LEGAL PROCEEDINGS~~	43
~~ITEM 1A. RISK FACTORS~~	43
~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~	43
~~ITEM 5. OTHER INFORMATION~~	43
~~ITEM 6. EXHIBITS~~	43
~~SIGNATURES~~	44



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



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



	September 30, 2017			December 31, 2016
	(in millions, except per share data)
ASSETS
Cash and cash equivalents	$	5,559		$	6,721
Restricted cash for litigation settlement	545			543
Investments	1,864			1,614
Accounts receivable	1,858			1,416
Settlement due from customers	1,199			1,093
Restricted security deposits held for customers	1,026			991
Prepaid expenses and other current assets	1,180			850
Total Current Assets	13,231			13,228
Property, plant and equipment, net of accumulated depreciation of $692 and $603, respectively	901			733
Deferred income taxes	425			307
Goodwill	3,015			1,756
Other intangible assets, net of accumulated amortization of $1,108 and $974, respectively	1,147			722
Other assets	2,195			1,929
Total Assets	$	20,914		$	18,675
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY
Accounts payable	$	722		$	609
Settlement due to customers	1,002			946
Restricted security deposits held for customers	1,026			991
Accrued litigation	709			722
Accrued expenses	3,685			3,318
Other current liabilities	840			620
Total Current Liabilities	7,984			7,206
Long-term debt	5,393			5,180
Deferred income taxes	139			81
Other liabilities	860			524
Total Liabilities	14,376			12,991

Commitments and Contingencies

Redeemable Non-controlling Interests	70			—

Stockholders’ Equity
Class A common stock, $0.0001 par value; authorized 3,000 shares, 1,380 and 1,374 shares issued and 1,045 and 1,062 outstanding, respectively	—			—
Class B common stock, $0.0001 par value; authorized 1,200 shares, 15 and 19 issued and outstanding, respectively	—			—
Additional paid-in-capital	4,318			4,183
Class A treasury stock, at cost, 335 and 312 shares, respectively	(19,735		)	(17,021		)
Retained earnings	22,401			19,418
Accumulated other comprehensive income (loss)	(542		)	(924		)
Total Stockholders’ Equity	6,442			5,656
Non-controlling interests	26			28
Total Equity	6,468			5,684
Total Liabilities, Redeemable Non-controlling Interests and Equity	$	20,914		$	18,675



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
	(in millions, except per share data)
Net Revenue	$	3,398		$	2,880		$	9,185		$	8,020
Operating Expenses
General and administrative	1,136			933			3,162			2,731
Advertising and marketing	203			184			587			503
Depreciation and amortization	118			93			321			281
Provision for litigation settlement	—			—			15			107
Total operating expenses	1,457			1,210			4,085			3,622
Operating income	1,941			1,670			5,100			4,398
Other Income (Expense)
Investment income	15			12			44			32
Interest expense	(35		)	(23		)	(113		)	(65		)
Other income (expense), net	11			(26		)	7			(30		)
Total other income (expense)	(9		)	(37		)	(62		)	(63		)
Income before income taxes	1,932			1,633			5,038			4,335
Income tax expense	502			449			1,350			1,209
Net Income	$	1,430		$	1,184		$	3,688		$	3,126

Basic Earnings per Share	$	1.34		$	1.08		$	3.45		$	2.84
Basic Weighted-Average Shares Outstanding	1,063			1,096			1,071			1,101
Diluted Earnings per Share	$	1.34		$	1.08		$	3.43		$	2.83
Diluted Weighted-Average Shares Outstanding	1,068			1,099			1,075			1,104



	(in millions)
Cash consideration	$	1,286
Contingent consideration	198
Redeemable non-controlling interests	69
Gain on previously held minority interest	13
Total fair value of businesses acquired	$	1,566

Assets:
Cash and cash equivalents	$	111
Other current assets	108
Other intangible assets	488
Goodwill	1,131
Other assets	90
Total assets	1,928

Liabilities:
Short-term debt¹	64
Other current liabilities	169
Net pension liability	66
Other liabilities	63
Total liabilities	362

Net assets acquired	$	1,566



	Acquisition Date Fair Value		Weighted-Average Useful Life
	(in millions)		(Years)
Developed technologies	$	302	7.6
Customer relationships	183		10.0
Other	3		1.6
Other intangible assets	$	488	8.5



	(in millions)
Balance at December 31, 2016	$	—
Preliminary estimated fair value as of acquisition date for businesses acquired	198
Net change in valuation	—
Foreign currency translation	8
Balance at September 30, 2017	$	206


	September 30, 2017		December 31, 2016			September 30, 2021		December 31, 2020
	(in millions)					(in millions)
Customer and merchant incentives	$	508	$	479	Customer and merchant incentives	$	1,289	$	1,086
Prepaid income taxes	168		118		Prepaid income taxes	173		78
Other	504		253		Other	905		719
Total prepaid expenses and other current assets	$	1,180	$	850	Total prepaid expenses and other current assets	$	2,367	$	1,883



	Authorization Dates
	December 2016		December 2015		December 2014		Total
	(in millions, except average price data)
Board authorization	$	4,000	$	4,000	$	3,750	$	11,750
Dollar value of shares repurchased during the nine months ended September 30, 2016	$	—	$	1,903	$	507	$	2,410
Remaining authorization at December 31, 2016	$	4,000	$	996	$	—	$	4,996
Dollar value of shares repurchased during the nine months ended September 30, 2017	$	1,735	$	996	$	—	$	2,731
Remaining authorization at September 30, 2017	$	2,265	$	—	$	—	$	2,265
Shares repurchased during the nine months ended September 30, 2016	—		20.6		5.7		26.3
Average price paid per share during the nine months ended September 30, 2016	$	—	$	92.35	$	89.76	$	91.80
Shares repurchased during the nine months ended September 30, 2017	14.0		9.1		—		23.1
Average price paid per share during the nine months ended September 30, 2017	$	123.81	$	109.16	$	—	$	118.03
Cumulative shares repurchased through September 30, 2017	14.0		40.4		40.8		95.2
Cumulative average price paid per share	$	123.81	$	99.10	$	92.03	$	99.71



	Grants in 2017	Weighted-Average Grant-Date Fair Value
	(in millions)	(per option/unit)
Non-qualified stock options	1.7	$21
Restricted stock units	1.3	$110
Performance stock units	0.2	$126



	Three Months Ended September 30,²						Increase/(Decrease)		Nine Months Ended September 30,						Increase/(Decrease)
	2017			2016			Reported GAAP²	Currency-neutral	2017			2016			As adjusted	Currency-neutral
	($ in millions, except per share data)
Net revenue	$	3,398		$	2,880		18%	17%	$	9,185		$	8,020		15%	14%

Adjusted operating expenses	$	1,457		$	1,210		20%	19%	$	4,070		$	3,515		16%	16%

Adjusted operating margin	57.1		%	58.0		%	(0.9) ppt	(1.1) ppt	55.7		%	56.2		%	(0.5) ppt	(0.6) ppt

Adjusted effective income tax rate	26.0		%	27.5		%	(1.5) ppt	(1.5) ppt	26.8		%	27.9		%	(1.1) ppt	(1.1) ppt

Adjusted net income	$	1,430		$	1,184		21%	19%	$	3,698		$	3,204		15%	15%

Adjusted diluted earnings per share	$	1.34		$	1.08		24%	23%	$	3.44		$	2.90		19%	18%



	Three Months Ended September 30, 2017
	Volume		Acquisitions			Foreign Currency		Other ¹			Total
Domestic assessments	10	%	—	%		1	%	5	%	²	15	%
Cross-border volume fees	14	%	—	%		1	%	1	%		16	%
Transaction processing	14	%	1	%		2	%	6	%		22	%
Other revenues	**		9	%		2	%	10	%	³	21	%
Rebates and incentives (contra-revenue)	9	%	—	%		1	%	10	%	⁴	20	%

Net revenue	11	%	2	%	⁵	1	%	3	%		18	%



	Three Months Ended September 30, 2017
	Operational		Special Items ¹		Acquisitions		Foreign Currency		Total
General and administrative	13	%	—	%	8	%	1	%	22	%
Advertising and marketing	9	%	—	%	—	%	1	%	11	%
Depreciation and amortization	1	%	—	%	26	%	—	%	27	%
Total operating expenses	12	%	—	%	8	%	1	%	20	%


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
July 1 - 31	1,287,586	$	378.16	1,287,586	$	6,276,801,057
August 1 - 31	1,528,021	$	365.70	1,528,021	$	5,718,006,358
September 1 - 30	1,481,734	$	347.81	1,481,734	$	5,202,638,029
Total	4,297,341	$	363.27	4,297,341


Exhibit Number						Exhibit Description
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



			Corporate Controller
~~Exhibit~~ ~~Number~~			~~Exhibit Description~~

15*		~~Awareness Letter from the Company’s Independent Registered Public~~(Principal Accounting ~~Firm.~~

31.1*	~~Certification of Ajay Banga, 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 Martina Hund-Mejean, 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 Ajay Banga, 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 Martina Hund-Mejean, 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~~

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~~Officer)