UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q

		
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the quarterly period ended March 31, 2020
Or 

		
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the transition period from              to             
Commission file number: 001-32877

Mastercard Incorporated
(Exact name of registrant as specified in its charter)

			
Delaware	13-4172551	
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)	
 	 	 	
2000 Purchase Street	10577	
Purchase,	NY	(Zip Code)	
(Address of principal executive offices)	 	
(914) 249-2000
(Registrant’s telephone number, including area code)

					
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	 	MA	 	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	

								
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	☒	No	☐	
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	☒
	No	☐

	
								
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	☐	 	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)	Yes	☐	No	☒	
As of April 24, 2020, there were 993,040,739 shares outstanding of the registrant’s Class A common stock, par value $0.0001 per share; and 10,699,604 shares outstanding of the registrant’s Class B common stock, par value $0.0001 per share.

	

MASTERCARD INCORPORATED FORM 10-Q
TABLE OF CONTENTS

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

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

2 MASTERCARD MARCH 31, 2020 FORM 10-Q

In this Report on Form 10-Q (“Report”), references to the “Company,” “Mastercard,” “we,” “us” or “our” refer to the business conducted by Mastercard Incorporated and its consolidated subsidiaries, including our operating subsidiary, Mastercard International 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 industry (including regulatory, legislative and litigation activity with respect to interchange rates and surcharging)	

•	the impact of preferential or protective government actions	

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

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

•	the impact of changes in tax laws, as well as regulations and interpretations of such laws or challenges to our tax positions	

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

•	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 real-time account-based payment system and to working with new customers and end users	

•	the impact of information security incidents, account data breaches or service disruptions	

•	issues related to our relationships with our financial institution customers (including loss of substantial business from significant customers, competitor relationships with our customers and banking industry consolidation), merchants and governments	

•	exposure to loss or illiquidity due to our role as guarantor and other contractual obligations	

•	the impact of global economic, political, financial and societal events and conditions, including adverse currency fluctuations and foreign exchange controls	

•	the impact of the coronavirus (COVID-19) outbreak and measures taken in response to the outbreak	

•	reputational impact, including impact related to brand perception and 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, 2019 and in Part II, Item 1A - Risk Factors of this Report. 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 MARCH 31, 2020 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
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 Months Ended March 31, 2020 and 2019	 	6	
Consolidated Statement of Comprehensive Income — Three Months Ended March 31, 2020 and 2019	 	7	
Consolidated Balance Sheet — March 31, 2020 and December 31, 2019	 	8	
Consolidated Statement of Changes in Equity - Three Months Ended March 31, 2020 and 2019	 	9	
Consolidated Statement of Cash Flows — Three Months Ended March 31, 2020 and 2019	 	10	
Notes to consolidated financial statements	 	11	

MASTERCARD MARCH 31, 2020 FORM 10-Q 5

PART I
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

	
									
Consolidated Statement of Operations (Unaudited)	 	 	 	 	
 	 	Three Months Ended March 31,	
 	 	2020	 	2019	
 	 	(in millions, except per share data)	
Net Revenue	 	$	4,009		 	$	3,889		
Operating Expenses	 	 	 	 	
General and administrative	 	1,494		 	1,367		
Advertising and marketing	 	154		 	192		
Depreciation and amortization	 	144		 	117		
Provision for litigation	 	6		 	—		
Total operating expenses	 	1,798		 	1,676		
Operating income	 	2,211		 	2,213		
Other Income (Expense)	 	 	 	 	
Investment income	 	16		 	27		
Gains (losses) on equity investments, net	 	(174	)	 	5		
Interest expense	 	(69	)	 	(46	)	
Other income (expense), net	 	3		 	4		
Total other income (expense)	 	(224	)	 	(10	)	
Income before income taxes	 	1,987		 	2,203		
Income tax expense	 	294		 	341		
Net Income	 	$	1,693		 	$	1,862		
Basic Earnings per Share	 	$	1.68		 	$	1.81		
Basic weighted-average shares outstanding	 	1,005		 	1,026		
Diluted Earnings per Share	 	$	1.68		 	$	1.80		
Diluted weighted-average shares outstanding	 	1,010		 	1,032		

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

6 MASTERCARD MARCH 31, 2020 FORM 10-Q

PART I
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

	
									
Consolidated Statement of Comprehensive Income (Unaudited)	 	 	 	 	
 	 	Three Months Ended March 31,	
 	 	2020	 	2019	
 	 	(in millions)	
Net Income	 	$	1,693		 	$	1,862		
Other comprehensive income (loss):	 	 	 	 	
Foreign currency translation adjustments	 	(281	)	 	11		
Income tax effect	 	14		 	3		
Foreign currency translation adjustments, net of income tax effect	 	(267	)	 	14		
Translation adjustments on net investment hedge	 	20		 	36		
Income tax effect	 	(4	)	 	(8	)	
Translation adjustments on net investment hedge, net of income tax effect	 	16		 	28		
Cash flow hedges	 	(189	)	 	—		
Income tax effect	 	39		 	—		
Cash flow hedges, net of income tax effect	 	(150	)	 	—		
Investment securities available-for-sale	 	(7	)	 	4		
Income tax effect	 	2		 	(1	)	
Investment securities available-for-sale, net of income tax effect	 	(5	)	 	3		
Other comprehensive income (loss), net of tax	 	(406	)	 	45		
Comprehensive Income	 	$	1,287		 	$	1,907		

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

MASTERCARD MARCH 31, 2020 FORM 10-Q 7

PART I
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

	
									
Consolidated Balance Sheet (unaudited)	 	 	 	 	
 	 	March 31, 2020	 	December 31, 2019	
 	 	(in millions, except per share data)	
Assets	 	 	 	 	
Current assets:	 	 	 	 	
Cash and cash equivalents	 	$	10,207		 	$	6,988		
Restricted cash for litigation settlement	 	587		 	584		
Investments	 	477		 	688		
Accounts receivable	 	2,441		 	2,514		
Settlement due from customers	 	1,164		 	2,995		
Restricted security deposits held for customers	 	1,518		 	1,370		
Prepaid expenses and other current assets	 	1,729		 	1,763		
Total current assets	 	18,123		 	16,902		
Property, equipment and right-of-use assets, net of accumulated depreciation and amortization of $1,165 and $1,100, respectively	 	1,901		 	1,828		
Deferred income taxes	 	550		 	543		
Goodwill	 	4,070		 	4,021		
Other intangible assets, net of accumulated amortization of $1,312 and $1,296, respectively	 	1,447		 	1,417		
Other assets	 	4,557		 	4,525		
Total Assets	 	$	30,648		 	$	29,236		
Liabilities, Redeemable Non-controlling Interests and Equity	 	 	 	 	
Current liabilities:	 	 	 	 	
Accounts payable	 	$	371		 	$	489		
Settlement due to customers	 	1,149		 	2,714		
Restricted security deposits held for customers	 	1,518		 	1,370		
Accrued litigation	 	852		 	914		
Accrued expenses	 	4,676		 	5,489		
Other current liabilities	 	1,146		 	928		
Total current liabilities	 	9,712		 	11,904		
Long-term debt	 	12,466		 	8,527		
Deferred income taxes	 	82		 	85		
Other liabilities	 	2,890		 	2,729		
Total Liabilities	 	25,150		 	23,245		
Commitments and Contingencies	 		 		
Redeemable Non-controlling Interests	 	75		 	74		
Stockholders’ Equity	 		 		
Class A common stock, $0.0001 par value; authorized 3,000 shares, 1,392 and 1,391 shares issued and 993 and 996 shares outstanding, respectively	 	—		 	—		
Class B common stock, $0.0001 par value; authorized 1,200 shares, 11 shares issued and outstanding	 	—		 	—		
Additional paid-in-capital	 	4,735		 	4,787		
Class A treasury stock, at cost, 399 and 395 shares, respectively	 	(33,531	)	 	(32,205	)	
Retained earnings	 	35,273		 	33,984		
Accumulated other comprehensive income (loss)	 	(1,079	)	 	(673	)	
Mastercard Incorporated Stockholders' Equity	 	5,398		 	5,893		
Non-controlling interests	 	25		 	24		
Total Equity	 	5,423		 	5,917		
Total Liabilities, Redeemable Non-controlling Interests and Equity	 	$	30,648		 	$	29,236		

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

8 MASTERCARD MARCH 31, 2020 FORM 10-Q

PART I
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

	
																																					
Consolidated Statement of Changes in Equity (Unaudited)	
 	 	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, except per share data)	
Balance at December 31, 2019	 	$	—		 	$	—		 	$	4,787		 	$	(32,205	)	 	$	33,984		 	$	(673	)	 	$	5,893		 	$	24		 	$	5,917		
Net income	 	—		 	—		 	—		 	—		 	1,693		 	—		 	1,693		 	—		 	1,693		
Activity related to non-controlling interests	 	—		 	—		 	—		 	—		 	—		 	—		 	—		 	1		 	1		
Redeemable non-controlling interest adjustments	 	—		 	—		 	—		 	—		 	(2	)	 	—		 	(2	)	 	—		 	(2	)	
Other comprehensive income (loss)	 	—		 	—		 	—		 	—		 	—		 	(406	)	 	(406	)	 	—		 	(406	)	
Dividends	 	—		 	—		 	—		 	—		 	(402	)	 	—		 	(402	)	 	—		 	(402	)	
Purchases of treasury stock	 	—		 	—		 			 	(1,330	)	 	—		 	—		 	(1,330	)	 	—		 	(1,330	)	
Share-based payments	 	—		 	—		 	(52	)	 	4		 	—		 	—		 	(48	)	 	—		 	(48	)	
Balance at March 31, 2020	 	$	—		 	$	—		 	$	4,735		 	$	(33,531	)	 	$	35,273		 	$	(1,079	)	 	$	5,398		 	$	25		 	$	5,423		

	
																																					
 	 	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, except per share data)	
Balance at December 31, 2018	 	$	—		 	$	—		 	$	4,580		 	$	(25,750	)	 	$	27,283		 	$	(718	)	 	$	5,395		 	$	23		 	$	5,418		
Net income	 	—		 	—		 	—		 	—		 	1,862		 	—		 	1,862		 	—		 	1,862		
Activity related to non-controlling interests	 	—		 	—		 	—		 	—		 	—		 	—		 	—		 	(1	)	 	(1	)	
Redeemable non-controlling interest adjustments	 	—		 	—		 	—		 	—		 	(2	)	 	—		 	(2	)	 	—		 	(2	)	
Other comprehensive income (loss)	 	—		 	—		 	—		 	—		 	—		 	45		 	45		 	—		 	45		
Dividends	 	—		 	—		 	—		 	—		 	(337	)	 	—		 	(337	)	 	—		 	(337	)	
Purchases of treasury stock	 	—		 	—		 	—		 	(1,790	)	 	—		 	—		 	(1,790	)	 	—		 	(1,790	)	
Share-based payments	 	—		 	—		 	(11	)	 	6		 	—		 	—		 	(5	)	 	—		 	(5	)	
Balance at March 31, 2019	 	$	—		 	$	—		 	$	4,569		 	$	(27,534	)	 	$	28,806		 	$	(673	)	 	$	5,168		 	$	22		 	$	5,190		

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

MASTERCARD MARCH 31, 2020 FORM 10-Q 9

PART I
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

	
									
Consolidated Statement of Cash Flows (Unaudited)	 	 	 	 	
 	 	Three Months Ended March 31,	
 	 	2020	 	2019	
 	 	(in millions)	
Operating Activities	 	 	 	 	
Net income	 	$	1,693		 	$	1,862		
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	
Amortization of customer and merchant incentives	 	237		 	345		
Depreciation and amortization	 	144		 	117		
(Gains) losses on equity investments, net	 	174		 	5		
Share-based compensation	 	52		 	57		
Deferred income taxes	 	26		 	38		
Other	 	20		 	1		
Changes in operating assets and liabilities:	 	 	 	 	
Accounts receivable	 	(3	)	 	(320	)	
Settlement due from customers	 	1,831		 	1,026		
Prepaid expenses	 	(331	)	 	(497	)	
Accrued litigation and legal settlements	 	(62	)	 	1		
Restricted security deposits held for customers	 	148		 	(35	)	
Accounts payable	 	(102	)	 	(22	)	
Settlement due to customers	 	(1,564	)	 	(1,000	)	
Accrued expenses	 	(622	)	 	(483	)	
Net change in other assets and liabilities	 	218		 	217		
Net cash provided by operating activities	 	1,859		 	1,312		
Investing Activities	 	 	 	 	
Purchases of investment securities available-for-sale	 	(74	)	 	(305	)	
Purchases of investments held-to-maturity	 	(45	)	 	(99	)	
Proceeds from sales of investment securities available-for-sale	 	179		 	476		
Proceeds from maturities of investment securities available-for-sale	 	64		 	139		
Proceeds from maturities of investments held-to-maturity	 	65		 	155		
Purchases of property and equipment	 	(131	)	 	(83	)	
Capitalized software	 	(78	)	 	(59	)	
Purchases of equity investments	 	(135	)	 	—		
Settlement of interest rate derivative contracts	 	(175	)	 	—		
Other investing activities	 	(177	)	 	(11	)	
Net cash (used in) provided by investing activities	 	(507	)	 	213		
Financing Activities	 	 	 	 	
Purchases of treasury stock	 	(1,383	)	 	(1,824	)	
Dividends paid	 	(403	)	 	(340	)	
Proceeds from debt, net	 	3,959		 	—		
Tax withholdings related to share-based payments	 	(131	)	 	(116	)	
Cash proceeds from exercise of stock options	 	31		 	54		
Other financing activities	 	27		 	3		
Net cash provided by (used in) financing activities	 	2,100		 	(2,223	)	
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	 	(88	)	 	(54	)	
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents	 	3,364		 	(752	)	
Cash, cash equivalents, restricted cash and restricted cash equivalents - beginning of period	 	8,969		 	8,337		
Cash, cash equivalents, restricted cash and restricted cash equivalents - end of period	 	$	12,333		 	$	7,585		

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

10 MASTERCARD MARCH 31, 2020 FORM 10-Q

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

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 other organizations worldwide, enabling them to use electronic forms of payment instead of cash and checks.
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 March 31, 2020 and December 31, 2019, there were no significant VIEs which required consolidation and the investments were not considered material to the consolidated financial statements. The Company consolidates acquisitions as of the date in 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 2020 presentation. The Company follows accounting principles generally accepted in the United States of America (“GAAP”).
The balance sheet as of December 31, 2019 was derived from the audited consolidated financial statements as of December 31, 2019. The consolidated financial statements for the three months ended March 31, 2020 and 2019 and as of March 31, 2020 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 months ended March 31, 2020 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 Annual Report on Form 10-K for the year ended December 31, 2019 for additional disclosures, including a summary of the Company’s significant accounting policies.
Use of estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. These financial statements were prepared using information reasonably available as of March 31, 2020 and through the date of this Report. The accounting estimates used in the preparation of the Company’s consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Actual results may differ from these estimates due to the uncertainty around the magnitude and duration of the COVID-19 pandemic, as well as other factors.
For the three months ended March 31, 2020 and 2019, net losses from non-controlling interests were not material and, as a result, amounts are included in the consolidated statement of operations within other income (expense).
Accounting pronouncements not yet adopted
Simplifying the accounting for income taxes - In December 2019, the Financial Accounting Standards Board (the “FASB”) issued accounting guidance to simplify the accounting for income taxes. This guidance includes the removal of certain exceptions to the general income tax accounting principles and provides clarity and simplification to other areas of income tax accounting by amending the existing guidance. The guidance is effective for periods beginning after December 15, 2020. The Company expects to adopt this guidance effective January 1, 2021 and is in the process of evaluating the potential effects this will have on its consolidated financial statements.
Reference Rate Reform - In March 2020, the FASB issued accounting guidance to provide temporary optional expedients and exceptions to the current contract modifications and hedge accounting guidance in light of the expected market transition from LIBOR to alternative rates.  The new guidance provides optional expedients and exceptions to transactions affected by reference rate reform if certain criteria are met.  The transactions primarily include (1) contract modifications, (2) hedging relationships, and (3) sale or transfer of debt securities classified as held-to-maturity.  The amendments were effective immediately upon issuance of the update.  Companies may elect to adopt the amendments prospectively to transactions existing as of or entered from the date of adoption through December 31, 2022. The Company is in the process of evaluating the amendments, impacted contracts, and the potential effects of this will have on its consolidated financial statements.

MASTERCARD MARCH 31, 2020 FORM 10-Q 11

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

Note 2. Acquisitions
In 2019, the Company acquired several businesses in separate transactions for total consideration of $1.5 billion. As of March 31, 2020, the Company has finalized the purchase accounting for certain businesses acquired during 2019 for total consideration of $783 million. For the final and preliminary estimated 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, 2019.
In August 2019, Mastercard entered into a definitive agreement to acquire the majority of the Corporate Services business of Nets Denmark A/S, for €2.85 billion (approximately $3.16 billion as of March 31, 2020) after adjusting for cash and certain other liabilities at closing. The pending acquisition primarily comprises the clearing and instant payment services, and e-billing solutions of Nets Denmark A/S’s Corporate Services business. While the Company anticipates completing the acquisition in the third quarter of 2020, the transaction is subject to regulatory approval and other customary closing conditions.
Note 3. Revenue
The Company’s disaggregated net revenue by source and geographic region were as follows:

									
 	 	Three Months Ended March 31,	
 	 	2020	 	2019	
 	 	(in millions)	
Revenue by source:	 	 	 	 	
Domestic assessments	 	$	1,683		 	$	1,605		
Cross-border volume fees	 	1,217		 	1,263		
Transaction processing	 	2,200		 	1,922		
Other revenues	 	1,062		 	842		
Gross revenue	 	6,162		 	5,632		
Rebates and incentives (contra-revenue)	 	(2,153	)	 	(1,743	)	
Net revenue	 	$	4,009		 	$	3,889		
Net revenue by geographic region:	 	 	 	 	
North American Markets	 	$	1,334		 	$	1,347		
International Markets	 	2,633		 	2,506		
Other 1	 	42		 	36		
Net revenue	 	$	4,009		 	$	3,889		
		
1 	Includes revenues managed by corporate functions.	
Receivables from contracts with customers of $2.3 billion at both March 31, 2020 and December 31, 2019 are recorded within accounts receivable on the consolidated balance sheet. 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.
Contract assets are included in prepaid expenses and other current assets and other assets on the consolidated balance sheet at March 31, 2020 in the amounts of $52 million and $162 million, respectively. The comparable amounts included in prepaid expenses and other current assets and other assets at December 31, 2019 were $48 million and $152 million, respectively.
Deferred revenue is included in other current liabilities and other liabilities on the consolidated balance sheet at March 31, 2020 in the amounts of $384 million and $161 million, respectively. The comparable amounts included in other current liabilities and other liabilities at December 31, 2019 were $238 million and $106 million, respectively. Revenue recognized from performance obligations satisfied during the three months ended March 31, 2020 and 2019 was $189 million and $185 million, respectively.

12 MASTERCARD MARCH 31, 2020 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 shares were as follows:

									
 	 	Three Months Ended March 31,	
 	 	2020	 	2019	
 	 	(in millions, except per share data)	
Numerator	 	 	 	 	
Net income	 	$	1,693		 	$	1,862		
Denominator	 	 	 	 	
Basic weighted-average shares outstanding	 	1,005		 	1,026		
Dilutive stock options and stock units	 	5		 	6		
Diluted weighted-average shares outstanding 1	 	1,010		 	1,032		
Earnings per Share	 	 	 	 	
Basic	 	$	1.68		 	$	1.81		
Diluted	 	$	1.68		 	$	1.80		

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

									
 	 	December 31,	
 	 	2019	 	2018	
 	 	(in millions)	
Cash and cash equivalents	 	$	6,988		 	$	6,682		
Restricted cash and restricted cash equivalents	 	 	 	 	
Restricted cash for litigation settlement	 	584		 	553		
Restricted security deposits held for customers	 	1,370		 	1,080		
Prepaid expenses and other current assets	 	27		 	22		
Cash, cash equivalents, restricted cash and restricted cash equivalents - beginning of period	 	$	8,969		 	$	8,337		
 	 	 	 	 	
 	 	March 31,	
 	 	2020	 	2019	
 	 	(in millions)	
Cash and cash equivalents	 	$	10,207		 	$	5,857		
Restricted cash and restricted cash equivalents	 	 	 	 	
Restricted cash for litigation settlement	 	587		 	662		
Restricted security deposits held for customers	 	1,518		 	1,044		
Prepaid expenses and other current assets	 	21		 	22		
Cash, cash equivalents, restricted cash and restricted cash equivalents - end of period	 	$	12,333		 	$	7,585		

MASTERCARD MARCH 31, 2020 FORM 10-Q 13

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

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:

									
 	 	March 31,
2020	 	December 31,
2019	
 	 	(in millions)	
Available-for-sale securities	 	$	414		 	$	591		
Held-to-maturity securities	 	63		 	97		
Total investments	 	$	477		 	$	688		

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:

																																	
 	 	March 31, 2020	 	December 31, 2019	
 	 	Amortized
Cost	 	Gross
Unrealized
Gain	 	Gross
Unrealized
Loss	 	Fair
Value	 	Amortized
Cost	 	Gross
Unrealized
Gain	 	Gross
Unrealized
Loss	 	Fair
Value	
 	 	(in millions)	
Municipal securities	 	$	18		 	$	—		 	$	—		 	$	18		 	$	15		 	$	—		 	$	—		 	$	15		
Government and agency securities	 	18		 	—		 	—		 	18		 	108		 	—		 	—		 	108		
Corporate securities	 	315		 	—		 	(5	)	 	310		 	381		 	1		 	—		 	382		
Asset-backed securities	 	68		 	—		 	—		 	68		 	85		 	1		 	—		 	86		
Total	 	$	419		 	$	—		 	$	(5	)	 	$	414		 	$	589		 	$	2		 	$	—		 	$	591		

The Company’s available-for-sale investment securities held at March 31, 2020 and December 31, 2019 primarily carried a credit rating of A- or better with unrealized gains and losses recorded as a separate component of other comprehensive income (loss) on the consolidated statement of comprehensive income. The 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 with similar credit quality to that of the U.S. government bonds. 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.
The maturity distribution based on the contractual terms of the Company’s investment securities at March 31, 2020 was as follows:

									
 	 	Available-For-Sale	
 	 	Amortized Cost	 	Fair Value	
 	 	(in millions)	
Due within 1 year	 	$	105		 	$	105		
Due after 1 year through 5 years	 	314		 	309		
Total	 	$	419		 	$	414		

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 debt securities. The realized gains and losses from the sales of available-for-sale securities for the three months ended March 31, 2020 and 2019 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.

14 MASTERCARD MARCH 31, 2020 FORM 10-Q

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

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, 2019	 	Purchases (Sales), net	 	Changes in Fair Value 1	 	Other 2	 	Balance at March 31, 2020	
 	 	(in millions)	
Marketable securities	 	$	479		 	$	—		 	$	(177	)	 	$	(20	)	 	$	282		
Nonmarketable securities	 	435		 	137		 	3		 	13		 	588		
Total equity investments	 	$	914		 	$	137		 	$	(174	)	 	$	(7	)	 	$	870		

1 	Recorded in gains (losses) on equity investments, net on the consolidated statement of operations	
		
2 	Includes the translational impact of currency	
At March 31, 2020, the total carrying value of Nonmarketable securities included $464 million of measurement alternative investments and $124 million of equity method investments. At December 31, 2019, the total carrying value of Nonmarketable securities included $317 million of measurement alternative investments and $118 million of equity method investments. Cumulative impairments and downward fair value adjustments on measurement alternative investments were $11 million and cumulative upward fair value adjustments were $68 million as of March 31, 2020.
Note 7. Fair Value Measurements
The Company classifies its fair value measurements of financial instruments into a three-level hierarchy (the “Valuation Hierarchy”). Financial instruments are categorized for fair value measurement purposes as recurring or non-recurring in nature. There were no transfers made among the three levels in the Valuation Hierarchy for the three months ended March 31, 2020.

MASTERCARD MARCH 31, 2020 FORM 10-Q 15

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

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:

																																	
 	 	March 31, 2020	 	December 31, 2019	
 	 	Quoted Prices
in Active
Markets
(Level 1)	 	Significant
Other
Observable
Inputs
(Level 2)	 	Significant
Unobservable
Inputs
(Level 3)	 	Total	 	Quoted Prices
in Active
Markets
(Level 1)	 	Significant
Other
Observable
Inputs
(Level 2)	 	Significant
Unobservable
Inputs
(Level 3)	 	Total	
 	 	(in millions)	
Assets	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Investment securities available for sale 1:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Municipal securities	 	$	—		 	$	18		 	$	—		 	$	18		 	$	—		 	$	15		 	$	—		 	$	15		
Government and agency securities	 	—		 	18		 	—		 	18		 	66		 	42		 	—		 	108		
Corporate securities	 	—		 	310		 	—		 	310		 	—		 	382		 	—		 	382		
Asset-backed securities	 	—		 	68		 	—		 	68		 	—		 	86		 	—		 	86		
Derivative instruments 2:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Foreign exchange contracts	 	—		 	87		 	—		 	87		 	—		 	12		 	—		 	12		
Interest rate contracts	 	—		 	—		 	—		 	—		 	—		 	14		 	—		 	14		
Marketable securities 3:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Equity securities	 	282		 	—		 	—		 	282		 	479		 	—		 	—		 	479		
Deferred compensation plan 4:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Deferred compensation assets	 	53		 	—		 	—		 	53		 	67		 	—		 	—		 	67		
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Liabilities	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Derivative instruments 2:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Foreign exchange derivative liabilities	 	$	—		 	$	(20	)	 	$	—		 	$	(20	)	 	$	—		 	$	(32	)	 	$	—		 	$	(32	)	
Deferred compensation plan 5:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Deferred compensation liabilities	 	(60	)	 	—		 	—		 	(60	)	 	(67	)	 	—		 	—		 	(67	)	

1 	The Company’s U.S. government 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, government and agency securities, corporate securities and asset-backed 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.	
		
2 	The Company’s foreign exchange and interest rate 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 exchange and interest rates for similar derivative instruments. See Note 17 (Derivative and Hedging Instruments) for further details.	
		
3 	The Company’s Marketable securities are publicly held and classified within Level 1 of the Valuation Hierarchy as the fair values are based on unadjusted quoted prices in their respective active markets.	
		
4 	The 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 are included in prepaid expenses and other current assets on the consolidated balance sheet.	
		
5 	The deferred compensation liabilities 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
Nonmarketable Securities
The Company’s Nonmarketable securities are recorded at fair value on a non-recurring basis in periods after initial recognition 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 unobservable inputs used to measure fair value that require management’s judgment. The Company uses discounted cash flows and market assumptions to estimate the fair value of its Nonmarketable securities when certain events or circumstances indicate that impairment may exist. See Note 6 (Investments) for further details.

MASTERCARD MARCH 31, 2020 FORM 10-Q 16

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

Debt
The Company estimates the fair value of its long-term debt based on quoted market prices. These debt securities are classified as Level 2 of the Valuation Hierarchy as they are not traded in active markets. At March 31, 2020, the carrying value and fair value of total long-term debt was $12.5 billion and $13.9 billion, respectively. At December 31, 2019, the carrying value and fair value of long-term debt was $8.5 billion and $9.2 billion, respectively.
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.
Note 8. Prepaid Expenses and Other Assets
Prepaid expenses and other current assets consisted of the following:

									
 	 	March 31,
2020	 	December 31,
2019	
 	 	(in millions)	
Customer and merchant incentives	 	$	886		 	$	872		
Prepaid income taxes	 	50		 	105		
Other	 	793		 	786		
Total prepaid expenses and other current assets	 	$	1,729		 	$	1,763		

Other assets consisted of the following:

									
 	 	March 31,
2020	 	December 31,
2019	
 	 	(in millions)	
Customer and merchant incentives	 	$	2,892		 	$	2,838		
Equity investments	 	870		 	914		
Income taxes receivable	 	477		 	460		
Other	 	318		 	313		
Total other assets	 	$	4,557		 	$	4,525		

Customer and merchant incentives represent payments made to customers and merchants under business agreements. Costs directly related to entering into such an agreement are generally deferred and amortized over the life of the agreement.
Note 9. Accrued Expenses and Accrued Litigation
Accrued expenses consisted of the following:

									
 	 	March 31,
2020	 	December 31,
2019	
 	 	(in millions)	
Customer and merchant incentives	 	$	3,674		 	$	3,892		
Personnel costs	 	323		 	713		
Income and other taxes	 	205		 	332		
Other	 	474		 	552		
Total accrued expenses	 	$	4,676		 	$	5,489		

Customer and merchant incentives represent amounts to be paid to customers under business agreements. As of March 31, 2020 and December 31, 2019, the Company’s provision for litigation was $852 million and $914 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 15 (Legal and Regulatory Proceedings) for additional information regarding the Company’s accrued litigation.

MASTERCARD MARCH 31, 2020 FORM 10-Q 17

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

Note 10. Debt
Long-term debt consisted of the following:

																
 	 	 	 	 	March 31,
2020	 	December 31,
2019	 	Effective
Interest Rate	
 	 	 	 	 	(in millions)	 	 	
2020 USD Notes	 	3.300	%	Senior Notes due March 2027	 	$	1,000		 	$	—		 	3.420	%	
 	 	3.350	%	Senior Notes due March 2030	 	1,500		 	—		 	3.390	%	
 	 	3.850	%	Senior Notes due March 2050	 	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 Euro Notes 1	 	1.100	%	Senior Notes due December 2022	 	776		 	785		 	1.265	%	
 	 	2.100	%	Senior Notes due December 2027	 	886		 	896		 	2.189	%	
 	 	2.500	%	Senior Notes due December 2030	 	166		 	169		 	2.562	%	
 	 	 	 	 	 	 	 	 	 	
2014 USD Notes	 	3.375	%	Senior Notes due April 2024	 	1,000		 	1,000		 	3.484	%	
 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	12,578		 	8,600		 	 	
Less: Unamortized discount and debt issuance costs	(112	)	 	(73	)	 	 	
Long-term debt	$	12,466		 	$	8,527		 	 	
		
1 	Relates to euro-denominated debt issuance of €1.650 billion in December 2015	
In March 2020, the Company issued $1 billion principal amount of notes due March 2027, $1.5 billion principal amount of notes due March 2030 and $1.5 billion principal amount notes due March 2050 (collectively the “2020 USD Notes”). The net proceeds from the issuance of the 2020 USD Notes, after deducting the original issue discount, underwriting discount and offering expenses, were $3.959 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. The proceeds of the notes are to be used for general corporate purposes.
Note 11. Stockholders' Equity
The Company declared a quarterly cash dividend on its Class A and Class B Common Stock during the three months ended March 31, 2020 and 2019. For the three months ended March 31, 2020 and 2019, the Company declared total per share dividends of $0.40 and $0.33, respectively, resulting in total quarterly dividends of $402 million and $337 million, respectively.
The Company’s Board of Directors have approved share repurchase programs authorizing the Company to repurchase shares of its Class A Common Stock. These programs become effective after the completion of the previously authorized share repurchase program. During the first quarter of 2020, the Company temporarily suspended its 2020 share repurchase activity. The share repurchase program remains authorized by the Company’s Board of Directors and it may resume share repurchases in the future at any time.

MASTERCARD MARCH 31, 2020 FORM 10-Q 18

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

The following table summarizes the Company’s share repurchase authorizations of its Class A common stock through March 31, 2020, as well as historical purchases:

																	
Board authorization dates	 	December 2019	 	December
2018	 	December
2017	 	 	
Date program became effective	 	January 2020	 	January
2019	 	March
2018	 	Total	
 	 	(in millions, except average price data)	
Board authorization	 	$	8,000		 	$	6,500		 	$	4,000		 	$	18,500		
Dollar value of shares repurchased during the three months ended March 31, 2019	 	$	—		 	$	1,523		 	$	301		 	$	1,824		
Remaining authorization at December 31, 2019	 	$	8,000		 	$	304		 	$	—		 	$	8,304		
Dollar value of shares repurchased during the three months ended March 31, 2020	 	$	1,079		 	$	304		 	$	—		 	$	1,383		
Remaining authorization at March 31, 2020	 	$	6,921		 	$	—		 	$	—		 	$	6,921		
Shares repurchased during the three months ended March 31, 2019	 	—		 	7.1		 	1.6		 	8.7		
Average price paid per share during the three months ended March 31, 2019	 	$	—		 	$	213.68		 	$	188.38		 	$	209.05		
Shares repurchased during the three months ended March 31, 2020	 	3.7		 	1.0		 	—		 	4.7		
Average price paid per share during the three months ended March 31, 2020	 	$	290.86		 	$	304.89		 	$	—		 	$	293.83		
Cumulative shares repurchased through March 31, 2020	 	3.7		 	25.8		 	20.6		 	50.1		
Cumulative average price paid per share	 	$	290.86		 	$	251.72		 	$	194.27		 	$	231.02		

The following table presents the changes in the Company’s outstanding Class A and Class B common stock for the three months ended March 31, 2020:

							
 	 	Outstanding Shares	
 	 	Class A	 	Class B	
 	 	(in millions)	
Balance at December 31, 2019	 	996.0		 	11.2		
Purchases of treasury stock	 	(4.7	)	 	—		
Share-based payments	 	1.3		 	—		
Conversion of Class B to Class A common stock	 	0.4		 	(0.4	)	
Balance at March 31, 2020	 	993.0		 	10.8		

MASTERCARD MARCH 31, 2020 FORM 10-Q 19

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

Note 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 three months ended March 31, 2020 and 2019 were as follows:

																									
 	 	Foreign Currency Translation Adjustments 1	 	Translation Adjustments on Net Investment Hedge 2	 	Cash Flow Hedges 3	 	Defined Benefit Pension and Other Postretirement Plans	 	Investment Securities Available-for-Sale 4	 	Accumulated Other Comprehensive Income (Loss)	
 	 	(in millions)	
Balance at December 31, 2019	 	$	(638	)	 	$	(38	)	 	$	11		 	$	(9	)	 	$	1		 	$	(673	)	
Other comprehensive income (loss)	 	(267	)	 	16		 	(150	)	 	—		 	(5	)	 	(406	)	
Balance at March 31, 2020	 	$	(905	)	 	$	(22	)	 	$	(139	)	 	$	(9	)	 	$	(4	)	 	$	(1,079	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at December 31, 2018	 	$	(661	)	 	$	(66	)	 	$	—		 	$	10		 	$	(1	)	 	$	(718	)	
Other comprehensive income (loss)	 	14		 	28		 	—		 	—		 	3		 	45		
Balance at March 31, 2019	 	$	(647	)	 	$	(38	)	 	$	—		 	$	10		 	$	2			$	(673	)	

1 	During the three months ended March 31, 2020, the increase in the accumulated other comprehensive loss related to foreign currency translation adjustments was driven primarily by the depreciation of the euro, British pound and Brazilian real. During the three months ended March 31, 2019, the decrease in the accumulated other comprehensive loss related to foreign currency translation adjustments was driven primarily by the appreciation of the British pound.	
		
2 	The Company uses foreign currency denominated debt to hedge a portion of its net investment in foreign operations against adverse movements in exchange rates. Changes in the value of the debt are recorded in accumulated other comprehensive income (loss). During the three months ended March 31, 2020 and 2019, the decreases in the accumulated other comprehensive loss related to the net investment hedge were driven by the depreciation of the euro. See Note 17 (Derivative and Hedging Instruments) for additional information.	
		
3 	In the fourth quarter of 2019, the Company entered into treasury rate locks which are accounted for as cash flow hedges. During the three months ended March 31, 2020, in connection with the issuance of the 2020 USD Notes, these contracts were settled and the Company recorded a loss, net of tax, of $150 million in accumulated other comprehensive income (loss). The cumulative loss of $139 million will be reclassified as an adjustment to interest expense over the respective terms of the 2020 USD Notes. During the three months ended March 31, 2020, reclassifications to interest expense were not material. See Note 17 (Derivative and Hedging Instruments) for additional information.	
		
4 	During the three months ended March 31, 2020 and 2019, gains and losses on available-for-sale investment securities, reclassified from accumulated other comprehensive income (loss) to investment income, were not material. See Note 6 (Investments) for additional information.	
Note 13. Share-Based Payments
During the three months ended March 31, 2020, the Company granted the following awards under the Mastercard Incorporated 2006 Long Term Incentive Plan, as amended and restated as of June 5, 2012 (the “LTIP”). The LTIP is a stockholder-approved plan that permits the grant of various types of equity awards to employees.

					
 	 	Grants in 2020	 	Weighted-Average
Grant-Date
Fair Value	
 	 	(in millions)	 	(per option/unit)	
Non-qualified stock options	 	0.4	 	$55	
Restricted stock units	 	0.8	 	$287	
Performance stock units	 	0.2	 	$291	

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 2020 was estimated to be six years, while the expected volatility was determined to be 19.3%. Stock options generally vest in four equal annual installments beginning one year after the date of grant and expire ten years 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. For awards granted on or after March 1, 2020, shares underlying the RSUs will generally vest in four equal annual installments beginning one year after the date of grant. For awards issued prior to March 1, 2020, shares underlying the RSUs will generally vest three years from the date of grant.
The Company used the Monte Carlo simulation valuation model to determine the grant-date fair value of performance stock units (“PSUs”) granted. Shares underlying the PSUs will vest after three years from the date of grant. For all PSUs granted on or after March 1, 2019, shares issuable upon vesting are subject to a mandatory one-year deferral period, during which vested PSUs are eligible for dividend equivalents.

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

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 14. Income Taxes
The effective income tax rate was 14.8% and 15.5% for the three months ended March 31, 2020 and 2019, respectively. The lower effective income tax rate for the three months ended March 31, 2020, versus the comparable period in 2019, was primarily due to a more favorable geographic mix of earnings and discrete benefits related to share-based payments, partially offset by a prior year discrete benefit related to a reduction to the Company’s transition tax liability.
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 is 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 2011. With limited exception, the Company is no longer subject to state and local or foreign examinations by tax authorities for years before 2010.
Note 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.
Interchange Litigation and Regulatory Proceedings
Mastercard’s interchange fees and other practices are subject to regulatory, 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. 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.

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

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. 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.
In September 2018, the parties to the Damages Class litigation entered into a class settlement agreement to resolve the Damages Class claims. Mastercard increased its reserve by $237 million during 2018 to reflect both its expected financial obligation under the Damages Class settlement agreement and the filed and anticipated opt-out merchant cases. The time period during which Damages Class members were permitted to opt out of the class settlement agreement ended in July 2019 with merchants representing slightly more than 25% of the Damages Class interchange volume choosing to opt out of the settlement. The district court granted final approval of the settlement in December 2019. The district court’s settlement approval order has been appealed. Mastercard has commenced settlement negotiations with a number of the opt-out merchants and has reached settlements and/or agreements in principle to settle a number of these 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.
As of March 31, 2020 and December 31, 2019, Mastercard had accrued a liability of $852 million and $914 million, respectively, as a reserve for both the Damages Class litigation and the opt-out merchant cases. As of March 31, 2020 and December 31, 2019, Mastercard had $587 million and $584 million, respectively, in a qualified cash settlement fund related to the Damages Class litigation and classified as restricted cash on its consolidated balance sheet.
The reserve as of March 31, 2020 for both the Damages Class litigation and the opt-out merchants represents Mastercard’s best estimate of its probable liabilities in these matters. The portion of the accrued liability relating to both the opt-out merchants and the 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 requires Mastercard to make a cash payment and modify its “no surcharge” rule, has received court approval in each Canadian province. Objectors to the settlement have sought to appeal the approval orders. Certain appellate courts have rejected the objectors’ appeals, while outstanding appeals remain in a few provinces.
Europe. Since May 2012, a number of United Kingdom (“U.K.”) retailers filed claims or threatened litigation against Mastercard seeking damages for alleged anti-competitive conduct with respect to Mastercard’s cross-border interchange fees and its U.K. and Ireland domestic interchange fees (the “U.K. Merchant claimants”). 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”). In aggregate, the alleged damages claims from the U.K. and Pan-European Merchant claimants were in the amount of approximately £3 billion (approximately $4 billion as of March 31, 2020). Mastercard has resolved over £2 billion (approximately $3 billion as of March 31, 2020) of these damages claims through settlement or judgment. As detailed below, Mastercard continues to litigate with the remaining U.K. and Pan-European Merchant claimants and it has submitted statements of defense disputing liability and damages claims.

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

In January 2017, Mastercard received a liability judgment in its favor on all significant matters in a separate action brought by ten of the U.K. Merchant claimants. Three of the U.K. Merchant claimants appealed the judgment, and these appeals were combined with Mastercard’s appeal of a 2016 judgment in favor of one U.K. merchant. In July 2018, the U.K. appellate court ruled against both Mastercard and Visa on two of the three legal issues being considered, concluding that U.K. interchange rates restricted competition and that they were not objectively necessary for the payment networks. The appellate court sent the cases back to trial for reconsideration on the remaining issue concerning the “lawful” level of interchange. The U.K. Supreme Court granted the parties permission to appeal the appellate court’s rulings and oral argument on the appeals was heard in January 2020. Mastercard expects the litigation process to be delayed pending the decision of the U.K. Supreme Court on the appeals.
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 $17 billion as of March 31, 2020). In July 2017, the trial court denied the plaintiffs’ application for the case to proceed as a collective action. In April 2019, the U.K. appellate court granted the plaintiffs’ appeal of the trial court’s decision and sent the case back to the trial court for a re-hearing on the plaintiffs’ collective action application. Mastercard has been granted permission to appeal the appellate court ruling to the U.K. Supreme Court and oral argument on that appeal is scheduled to occur in May 2020.
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. 
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. 
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 September 2019, the plaintiffs filed their motions for class certification in which the plaintiffs, in aggregate, allege over $1 billion in damages against all of the defendants. Mastercard intends to vigorously defend against both the plaintiffs’ liability and damages claims and to oppose class certification. Mastercard expects briefing on class certification to be completed in the second quarter of 2020.
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 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 court transferred the case to New York so that discovery could be coordinated with the U.S. merchant class interchange litigation described above. The plaintiffs have filed a renewed motion for class certification, following the district court’s denial of their initial motion.

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

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 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.
Note 16. Settlement and Other Risk Management
Mastercard’s rules guarantee the settlement of many of the transactions between its customers (“settlement risk”). Settlement exposure is the 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 payment volume during the three months prior to period end multiplied by the estimated number of days 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 and exposure. In the event of a failed customer, Mastercard may pursue one or more remedies available under the Company’s rules to recover potential losses. Historically, the Company has experienced a low level of losses from customer failures.
As part of its policies, Mastercard requires certain customers that are not in compliance with the Company’s risk standards to post collateral, such as cash, letters of credit, or guarantees. This requirement is based on a review of the individual risk circumstances for each customer. Mastercard monitors its credit risk portfolio on a regular basis and the adequacy of collateral on hand. Additionally, from time to time, the Company reviews its risk management methodology and standards and revises the estimated settlement exposure as necessary.
The Company’s estimated settlement exposure was as follows:

									
 	 	March 31,
2020	 	December 31,
2019	
 	 	(in millions)	
Gross settlement exposure	 	$	50,631		 	$	55,800		
Collateral held for settlement exposure	 	(4,437	)	 	(4,772	)	
Net uncollateralized settlement exposure	 	$	46,194		 	$	51,028		

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 $359 million and $367 million at March 31, 2020 and December 31, 2019, respectively, of which $283 million and $290 million at March 31, 2020 and December 31, 2019, respectively, is mitigated by collateral arrangements. 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 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 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 primary objective of the Company’s risk management strategies is to reduce the financial impact that may arise from volatility in foreign currency exchange rates principally through the use of both foreign exchange derivative contracts (Derivatives) and foreign currency denominated debt (Net Investment Hedge). 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 (Cash Flow Hedges).
Foreign Exchange Risk
Derivatives
The Company enters into foreign exchange derivative contracts to manage currency exposure associated with anticipated receipts and disbursements which are valued based on currencies other than the functional currency of the entity. The Company may also enter into foreign

24 MASTERCARD MARCH 31, 2020 FORM 10-Q

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

exchange derivative contracts to offset possible changes in value of assets and liabilities due to foreign exchange fluctuations. The objective of these activities is to reduce the Company’s exposure to gains and losses resulting from fluctuations of foreign currencies against its functional currencies.
The Company’s derivative contracts are summarized below:

																	
 	 	March 31, 2020	 	December 31, 2019	
 	 	Notional	 	Estimated Fair
Value	 	Notional	 	Estimated Fair
Value	
 	 	(in millions)	
Commitments to purchase foreign currency	 	$	376		 	$	(12	)	 	$	185		 	$	3		
Commitments to sell foreign currency	 	1,553		 	75		 	1,506		 	(25	)	
Options to sell foreign currency	 	26		 	4		 	21		 	2		
Balance sheet location	 	 	 	 	 	 	 	 	
Prepaid expenses and other current assets 1	 	 	 	87		 	 	 	12		
Other current liabilities 1	 	 	 	(20	)	 	 	 	(32	)	

		
1 	The derivative contracts are subject to enforceable master netting arrangements, which contain various netting and setoff provisions.	
The amount of gain (loss) recognized on the consolidated statement of operations for the contracts to purchase and sell foreign currency is summarized below: 

									
 	 	Three Months Ended March 31,	
 	 	2020	 	2019	
 	 	(in millions)	
Foreign exchange derivative contracts	 	 	 	 	
General and administrative	 	$	107		 	$	(5	)	

The fair value of the foreign exchange 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 exchange 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 March 31, 2020 and December 31, 2019, as these contracts were not designated as hedging instruments for accounting.
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. Counterparty credit risk is the risk of loss due to failure of the counterparty to perform its obligations in accordance with contractual terms. 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 operations. As of March 31, 2020, the Company had a net foreign currency transaction pre-tax loss of $64 million in accumulated other comprehensive income (loss) associated with hedging activity.
Interest Rate Risk
Cash Flow Hedges
During the fourth quarter of 2019, the Company entered into treasury rate locks for a total notional amount of $1 billion, which were accounted for as cash flow hedges. These contracts were entered into to hedge a portion of the Company’s interest rate exposure attributable to changes in the treasury rates related to the forecasted debt issuance during 2020. The maximum length of time over which the Company had hedged its exposure was 30 years. In connection with the issuance of the 2020 USD Notes, these contracts were settled and the Company paid $175 million. As of March 31, 2020 the Company recorded a loss of $175 million, or $150 million net of tax, in accumulated other comprehensive income (loss) associated with these contracts. This loss is deferred as a component of accumulated other comprehensive income (loss) and will be reclassified as an adjustment to interest expense over the respective terms of the 2020 USD Notes. As of December 31, 2019, the Company recorded a pre-tax net unrealized gain of $14 million in accumulated other comprehensive income (loss) associated with these contracts.

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

The Company estimates that $6 million, pre-tax, of the deferred loss on cash flow derivative contracts recorded in accumulated other comprehensive income (loss) at March 31, 2020 will be reclassified into interest expense on the statement of operations within the next 12 months.

26 MASTERCARD MARCH 31, 2020 FORM 10-Q

PART I
ITEM 2. 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, 2019 as contained in the Company's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on February 14, 2020. 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.
COVID-19
The coronavirus (“COVID-19”) pandemic has spread rapidly across the globe. This outbreak has resulted in the widespread reduction of business activity, adversely impacting consumers, our customers, suppliers and business partners. Additionally, we have seen an increase in travel restrictions, social distancing measures and unemployment leading to a change in consumer and commercial behavior. These impacts have had, and are likely to continue to have, a significant negative impact to the global economy. A worsening of these conditions would likely exacerbate the adverse effects to the global economy which could increase uncertainty and volatility.
The COVID-19 outbreak has impacted our 2020 performance to date, during which we have seen unfavorable trends compared to historical periods. The impact of this outbreak started in February and was more significant in March as we experienced declines in our key metrics, primarily due to travel restrictions and stay-at-home orders implemented by governments in many regions and countries across the globe. The extent to which the duration and severity of the pandemic, and measures taken in response, affect our business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted at this time. Accordingly, the full impact of COVID-19 will not be reflected in our results of operations and overall financial performance until future periods.
Financial Results Overview
The following table provides a summary of our key GAAP operating results, as reported:

											
 	 	Three Months Ended March 31,	 	Increase/(Decrease)	
 	 	2020	 	2019	 		
 	 	($ in millions, except per share data)	
Net revenue	 	$	4,009		 	$	3,889		 	3%	
Operating expenses	 	$	1,798		 	$	1,676		 	7%	
Operating income	 	$	2,211		 	$	2,213		 	—%	
Operating margin	 	55.2	%	 	56.9	%	 	(1.8) ppt	
Income tax expense	 	$	294		 	$	341		 	(14)%	
Effective income tax rate	 	14.8	%	 	15.5	%	 	(0.7) ppt	
Net income	 	$	1,693		 	$	1,862		 	(9)%	
Diluted earnings per share	 	$	1.68		 	$	1.80		 	(7)%	
Diluted weighted-average shares outstanding	 	1,010		 	1,032		 	(2)%	
The following table provides a summary of our key non-GAAP operating results1, adjusted to exclude the impact of 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 March 31,	 	Increase/(Decrease)	
 	2020	 	2019	 	As adjusted	 	Currency-neutral	
 	($ in millions, except per share data)	
Net revenue	$	4,009		 	$	3,889		 	3%	 	5%	
Adjusted operating expenses	$	1,792		 	$	1,676		 	7%	 	8%	
Adjusted operating margin	55.3	%	 	56.9	%	 	(1.6) ppt	 	(1.4) ppt	
Adjusted effective income tax rate	14.9	%	 	16.8	%	 	(1.9) ppt	 	(1.8) ppt	
Adjusted net income	$	1,844		 	$	1,828		 	1%	 	3%	
Adjusted diluted earnings per share	$	1.83		 	$	1.78		 	3%	 	6%	
Note: Tables may not sum due to rounding.
		
1 	See “Non-GAAP Financial Information” for further information on our non-GAAP adjustments and the reconciliation to GAAP reported amounts.  	

MASTERCARD MARCH 31, 2020 FORM 10-Q 27

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

Key highlights for the three months ended March 31, 2020, versus the comparable period in 2019, were as follows:

				
Net revenue	 	
GAAP	 	Non-GAAP (currency-neutral)	Net revenue increased 5% on a currency-neutral basis, which included growth of approximately 1 percentage point from acquisitions. The primary drivers of our	
up 3%	 	up 5%	net revenue growth were:	
	 		     - Gross dollar volume growth of 8% on a local currency basis	
 	 	 	     - Switched transaction growth of 13%	
 	 	 	     - Other revenues growth of 26%, or 28% on a currency-neutral basis. This	
 	 	 	        includes 6 percentage points of growth due to acquisitions. The remaining	
 	 	 	        growth was primarily driven by our Cyber & Intelligence and Data & Services	
 	 	 	        solutions.	
 	 	 	These increases were partially offset by:	
 	 	 	     - Higher rebates and incentives, which increased 24%, or 26% on a	
 	 	 	       currency-neutral basis, primarily due to the impact from new and renewed	
 	 	 	       agreements and increased volumes.	
 	 	 	     - Cross-border volume decline of 1% on a local currency basis	

				
Operating expenses	 	Adjusted
operating expenses	 	
GAAP	 	Non-GAAP (currency-neutral)	Adjusted operating expenses on a currency-neutral basis included a 6 percentage point increase from acquisitions, partially offset by a 3 percentage point benefit related to the differential in hedging gains and losses versus the year-ago period. The remaining 5 percentage points of growth was primarily related to our continued investment in strategic initiatives.	
up 7%	 	up 8%		

	
				
Effective income tax rate	 	Adjusted
effective income tax rate	 	
GAAP	 	Non-GAAP (currency-neutral)	Adjusted effective income tax rate of 14.9% primarily attributable to a more favorable geographic mix of earnings and discrete benefits related to share-based payments.	
14.8%	 	14.9%		
Other financial highlights for the three months ended March 31, 2020 were as follows:

•	We generated net cash flows from operations of $1.9 billion.	

•	We repurchased 4.7 million shares of our common stock for $1.4 billion and paid dividends of $0.4 billion.	

•	We completed a debt offering for an aggregate principal amount of $4 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”). 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 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 months ended March 31, 2020 and 2019 we recorded net losses of $174 million ($146 million after tax, or $0.14 per diluted share), and net gains of $5 million ($5 million after tax, and an immaterial impact per diluted share), respectively, primarily related to unrealized fair market value adjustments on marketable and non-marketable equity securities.	

28 MASTERCARD MARCH 31, 2020 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 three months ended March 31, 2020, we recorded pre-tax charges of $6 million ($5 million after tax, and an immaterial impact per diluted share) related to litigation settlements with U.K. merchants.	
Tax act
		
•	In the three months ended March 31, 2019, we recorded a $30 million tax benefit ($0.03 per diluted share) related to a reduction to the 2017 one-time deemed repatriation tax on accumulated foreign earnings resulting from final transition tax regulations issued in 2019.	
See Note 6 (Investments), Note 14 (Income Taxes) and Note 15 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part I, Item 1 for further discussion. We excluded these items because management evaluates the underlying operations and 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 forecasting purposes and in the calculation of performance-based compensation.
In addition, we present growth rates adjusted for the impact of 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. The impact of 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 currency represents the effect of converting revenue and expenses occurring in a currency other than the functional currency. We believe the presentation of currency-neutral growth rates provides relevant information to facilitate an understanding of our operating results.
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 currency, are non-GAAP financial measures and should not be relied upon as substitutes for measures calculated in accordance with GAAP.

MASTERCARD MARCH 31, 2020 FORM 10-Q 29

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

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

													

	
																							
 	 	Three Months Ended March 31, 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	 	$	1,798		 	55.2	%	 	$	(224	)	 	14.8	%	 	$	1,693		 	$	1.68		
(Gains) losses on equity investments	 	**		 	**		 	174		 	0.1	%	 	146		 	0.14		
Litigation provisions	 	$	(6	)	 	0.2	%	 	 **		 	—	%	 	5		 	—		
Non-GAAP	 	$	1,792		 	55.3	%	 	$	(50	)	 	14.9	%	 	$	1,844		 	$	1.83		

													

	
																							
 	 	Three Months Ended March 31, 2019	
 	 	 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	 	$	1,676		 	56.9	%	 	$	(10	)	 	15.5	%	 	$	1,862		 	$	1.80		
(Gains) losses on equity investments	 	**		 	**		 	(5	)	 	—	%	 	(5	)	 	—		
Tax act	 	**		 	**		 	**		 	1.3	%	 	(30	)	 	(0.03	)	
Non-GAAP	 	$	1,676		 	56.9	%	 	$	(15	)	 	16.8	%	 	$	1,828		 	$	1.78		
Note: Tables may not sum due to rounding.
		
**	Not applicable	
The following table represents the reconciliation of our growth rates reported under GAAP to our non-GAAP growth rates:

													

	
													
 	 	Three Months Ended March 31, 2020 as compared to the Three Months Ended March 31, 2019	
 	 	Increase/(Decrease)	
 	 	Net revenue	 	 Operating expenses	 	Operating margin	 	Effective income tax rate	 	 Net income	 	 Diluted earnings per share	
Reported - GAAP	 	3%		7%		(1.8) ppt	 	(0.7) ppt		(9)%		(7)%	
(Gains) losses on equity investments	 	**	 	**	 	**	 	0.1 ppt	 	8%	 	8%	
Litigation provisions	 	**		—%		0.2 ppt	 	—		—%		—%	
Tax act	 	**	 	**	 	**	 	(1.3) ppt	 	2%	 	1%	
Non-GAAP	 	3%		7%		(1.6) ppt	 	(1.9) ppt		1%		3%	
Currency impact 1	 	2%		1%		0.3 ppt	 	0.1 ppt		2%		3%	
Non-GAAP - currency-neutral	 	5%		8%		(1.4) ppt	 	(1.8) ppt		3%		6%	
Note: Tables may not sum due to rounding.
		
**	Not applicable	
		
1 	Represents the translational and transactional impact of currency.	
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.  Dollar volume 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 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

30 MASTERCARD MARCH 31, 2020 FORM 10-Q

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

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.  We define transactions switched as the number of transactions initiated and switched through our network during the period. 
Operating Margin measures how much profit we make on each dollar of 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.	
		
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
Currency Impact (Translational and Transactional)
Our primary revenue functional currencies are the U.S. dollar, euro, Brazilian real and the British pound. Our overall operating results are impacted by 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 also be impacted by transactional currency. The impact of the transactional currency represents the effect of converting revenue and expense transactions occurring in a currency other than the functional currency. Changes in 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, our domestic assessments, cross-border volume fees and certain 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, however, consumer spend in Australia is in the Australian dollar. The 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 months ended March 31, 2020, GDV on a U.S. dollar-converted basis increased 6%, while GDV on a local currency basis increased 8%, versus the comparable period in 2019. Further, the impact from transactional currency occurs in transaction processing revenue, other revenue and operating expenses when the local currency of these items are different than the functional currency.
The translational and transactional impact of currency (“Currency impact”) has been identified in our growth impact tables and has been excluded from our currency-neutral growth rates, which are non-GAAP financial measures. See “Non-GAAP Financial Information” for further information on our non-GAAP adjustments.
Foreign Exchange Activity
We incur foreign currency gains and losses from remeasuring monetary assets and liabilities that are in a currency other than the functional currency and from remeasuring foreign exchange derivative contracts (“Foreign Exchange Activity”). The impact of Foreign Exchange Activity has not been eliminated in our currency-neutral results (see “Non-GAAP Financial Information”) and is recorded in general and administrative expenses on the consolidated statement of operations. We manage foreign currency balance sheet remeasurement and transactional currency exposure through our foreign exchange risk management activities, which are discussed further in Note 17 (Derivative and Hedging Instruments) to the consolidated financial statements included in Part I, Item 1. Since we do not designate foreign exchange derivatives as hedging instruments pursuant to the accounting standards for derivative instruments and hedging activities, we record gains and losses on foreign exchange derivatives immediately in current period earnings, with the related hedged item being recognized as the exposures materialize.
Risk of Currency Devaluation
We are exposed to currency devaluation in certain countries. In addition, we are subject to exchange control regulations that restrict the conversion of financial assets into U.S. dollars. While these revenues and assets are not material to us on a consolidated basis, 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.

MASTERCARD MARCH 31, 2020 FORM 10-Q 31

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

Financial Results
Revenue
Gross revenue increased 9%, or 11% on a currency-neutral basis, for the three months ended March 31, 2020, versus the comparable period in 2019 primarily driven by growth in gross dollar volume and switched transactions, an increase in other payment-related products and services partially offset by a decline in cross-border volumes. Our gross revenue drivers were impacted by a decrease in overall economic consumption primarily due to the impact of the COVID-19 outbreak.
Rebates and incentives increased 24%, or 26% on a currency-neutral basis, for the three months ended March 31, 2020, versus the comparable period in 2019, primarily due to new and renewed deals and increased volumes.
Our net revenue increased 3%, or 5% on a currency-neutral basis, for the three months ended March 31, 2020, versus the comparable period in 2019, including growth of 1 percentage point from our acquisitions.
See Note 3 (Revenue) in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2019 for further discussion of how we recognize revenue.
The components of net revenue were as follows:

											
 	 	Three Months Ended March 31,	 	Increase (Decrease)	
 	 	2020	 	2019	 		
 	 	($ in millions)	
Domestic assessments	 	$	1,683		 	$	1,605		 	5%	
Cross-border volume fees	 	1,217		 	1,263		 	(4)%	
Transaction processing	 	2,200		 	1,922		 	14%	
Other revenues	 	1,062		 	842		 	26%	
Gross revenue	 	6,162		 	5,632		 	9%	
Rebates and incentives (contra-revenue)	 	(2,153	)	 	(1,743	)	 	24%	
Net revenue	 	$	4,009		 	$	3,889		 	3%	
The following table summarizes the drivers of net revenue:

												

	
													
 	 	Three Months Ended March 31, 2020	
 	 	Volume	 	Acquisitions	 	Currency Impact 1	 	Other 2	 	Total	
Domestic assessments	 	8%	 	—%	 	(3)%	 	—	 %	3 	 	5%	
Cross-border volume fees	 	(2)%	 	—%	 	(2)%	 	—	 %	 	 	(4)%	
Transaction processing	 	12%	 	—%	 	(2)%	 	4	 %	 	 	14%	
Other revenues	 	**	 	6%	 	(2)%	 	22	 %	4 	 	26%	
Rebates and incentives (contra-revenue)	 	7%	 	—%	 	(3)%	 	19	 %	5 	 	24%	
Net revenue	 	5%	 	1%	 	(2)%	 	(2	)%	 	 	3%	
Note: Table may not sum due to rounding.
		
**	Not applicable.	
		
1 	Represents the translational and transactional impact of currency.	
		
2 	Includes impact from pricing and other non-volume based fees.	
		
3 	Includes impact of the allocation of revenue to service deliverables, which are primarily recorded in other revenue when services are performed.	
		
4 	Includes impacts from cyber and intelligence fees, data analytics and consulting fees and other payment-related products and services.	
		
5 	Includes the impact of new, renewed and expired agreements.	

32 MASTERCARD MARCH 31, 2020 FORM 10-Q

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

The following tables provide a summary of the trend in volumes and transactions versus the comparable period in 2019:

									
 	 	Three Months Ended March 31,	
 	 	2020	 	2019	
 	 	Increase/(Decrease)	
 	 	USD	 	Local	 	USD	 	Local	
Mastercard-branded GDV 1	 	6%	 	8%	 	6%	 	12%	
Asia Pacific/Middle East/Africa	 	3%	 	6%	 	5%	 	11%	
Canada	 	3%	 	4%	 	1%	 	6%	
Europe	 	9%	 	12%	 	5%	 	17%	
Latin America	 	2%	 	12%	 	3%	 	13%	
United States	 	6%	 	6%	 	7%	 	7%	
Cross-border volume 1	 	(3)%	 	(1)%	 	7%	 	14%	
		
1 	Excludes volume generated by Maestro and Cirrus cards.	

					
 	 	Three Months Ended March 31,	
 	 	2020	 	2019	
 	 	Increase/(Decrease)	
Switched transactions	 	13%	 	17%	

MASTERCARD MARCH 31, 2020 FORM 10-Q 33

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

Operating Expenses
Operating expenses increased 7% for the three months ended March 31, 2020, versus the comparable period in 2019. Adjusted operating expenses increased 7%, or 8% on a currency-neutral basis, versus the comparable period in 2019. Current year results included growth of approximately 6 percentage points from acquisitions, partially offset by a 3 percentage point benefit primarily from foreign exchange derivative contracts. The remaining 5 percentage points of growth was primarily related to our continued investment in strategic initiatives.
The components of operating expenses were as follows:

											
 	 	Three Months Ended March 31,	 	Increase (Decrease)	
 	 	2020	 	2019	 		
 	 	($ in millions)	
General and administrative	 	$	1,494		 	$	1,367		 	9%	
Advertising and marketing	 	154		 	192		 	(20)%	
Depreciation and amortization	 	144		 	117		 	23%	
Provision for litigation	 	6		 	—		 	**	
Total operating expenses	 	1,798		 	1,676		 	7%	
Special Items1	 	(6	)	 	—		 	**	
Adjusted total operating expenses (excluding Special Items1)	 	$	1,792		 	$	1,676		 	7%	
Note: Table may not sum due to rounding
		
**	Not meaningful.	
		
1 	See “Non-GAAP Financial Information” for further information on our non-GAAP adjustments and the reconciliation to GAAP reported amounts.	
The following table summarizes the drivers of changes in operating expenses:

											

	
											
 	 	Three Months Ended March 31, 2020	
 	 	Operational	 	Special
Items 1	 	Acquisitions	 	Currency Impact 2	 	Total	
General and administrative	 	4%	 	**	 	6%	 	(1)%	 	9%	
Advertising and marketing	 	(20)%	 	**	 	1%	 	(1)%	 	(20)%	
Depreciation and amortization	 	11%	 	**	 	12%	 	(1)%	 	23%	
Provision for litigation	 	**	 	**	 	**	 	**	 	**	
Total operating expenses	 	2%	 	—%	 	6%	 	(1)%	 	7%	
Note: Tables may not sum due to rounding.
		
**	Not meaningful.	
		
1 	See “Non-GAAP Financial Information” for further information on our non-GAAP adjustments and the reconciliation to GAAP reported amounts.	
		
2 	Represents the translational and transactional impact of currency.	
General and Administrative
General and administrative expenses increased 9%, or 11% on a currency-neutral basis, for the three months ended March 31, 2020 versus the comparable period in 2019. Current year results included growth of approximately 6 percentage points from acquisitions, partially offset by a 4 percentage point benefit primarily from foreign exchange derivative contracts. The remaining growth was primarily driven by an increase in personnel to support our continued investment in our strategic initiatives.

34 MASTERCARD MARCH 31, 2020 FORM 10-Q

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

The components of general and administrative expenses were as follows:

											
 	 	Three Months Ended March 31,	 	Increase (Decrease)	
 	 	2020	 	2019	 		
 	 	($ in millions)	
Personnel	 	$	962		 	$	811		 	19%	
Professional fees	 	93		 	86		 	9%	
Data processing and telecommunications	 	179		 	155		 	16%	
Foreign exchange activity1	 	(52	)	 	1		 	**	
Other	 	312		 	314		 	(1)%	
General and administrative expenses	 	$	1,494		 	$	1,367		 	9%	
Note: Table may not sum due to rounding.
		
**	Not meaningful.	
		
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 17 (Derivative and Hedging Instruments) to the consolidated financial statements included in Part I, Item 1 for further discussion.	
Advertising and Marketing
Advertising and marketing expenses decreased 20%, or 19% on a currency-neutral basis, for the three months ended March 31, 2020, versus the comparable period in 2019, primarily due to lower advertising and sponsorship spend.
Depreciation and Amortization
Depreciation and amortization expenses increased 23%, or 24% on a currency-neutral basis, for the three months ended March 31, 2020, versus the comparable period in 2019, due to the impact of acquisitions, which contributed 12 percentage points of growth, and higher depreciation from capital investments.
Provision for Litigation
In the three months ended March 31, 2020, we recorded $6 million in provisions for litigation settlements with U.K. merchants. There were no litigation charges in the comparable period in 2019.
Other Income (Expense)
Other income (expense) increased for the three months ended March 31, 2020, versus the comparable period in 2019, primarily due to net losses of $174 million which were related to unrealized fair market value adjustments on marketable equity securities in the current period.
The components of our other income (expense) were as follows:

											
 	 	Three Months Ended March 31,	 	Increase (Decrease)	
 	 	2020	 	2019	 		
 	 	($ in millions)	
Investment income	 	$	16		 	$	27		 	(40)%	
Gains (losses) on equity investments, net	 	(174	)	 	5		 	**	
Interest expense	 	(69	)	 	(46	)	 	49%	
Other income (expense), net	 	3		 	4		 	(30)%	
Total other income (expense)	 	$	(224	)	 	$	(10	)	 	**	
Note: Table may not sum due to rounding.
		
**	Not meaningful.	
Income Taxes
The effective income tax rates were 14.8% and 15.5% for the three months ended March 31, 2020 and 2019, respectively. The effective income tax rate for the three months ended March 31, 2020 was lower than the comparable period in 2019, primarily due to a more favorable geographic mix of earnings and discrete benefits related to share-based payments, partially offset by a prior year discrete benefit related to a reduction to the Company’s transition tax liability.

MASTERCARD MARCH 31, 2020 FORM 10-Q 35

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

The adjusted effective income tax rates were 14.9% and 16.8% for the three months ended March 31, 2020 and 2019, respectively. The adjusted effective income tax rate for the three months ended March 31, 2020 was lower than the comparable period in 2019, primarily due to a more favorable geographic mix of earnings and discrete benefits related to share-based payments.
Liquidity and Capital Resources
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:

								
 	March 31,
2020	 	December 31,
2019	
 	(in billions)	
Cash, cash equivalents and investments 1	$	10.7		 	$	7.7		
Unused line of credit	6.0		 	6.0		

1 	Investments include available-for-sale securities and held-to-maturity securities. This amount excludes restricted cash and restricted cash equivalents of $2.1 billion and $2.0 billion at March 31, 2020 and December 31, 2019, respectively.	
We believe that our existing cash, cash equivalents and investment securities balances, our cash flow generating capabilities, 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.
Our liquidity and access to capital could be negatively impacted by global credit market conditions. We guarantee the settlement of many of the transactions between our 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 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, 2019, Note 15 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part I, Item 1 and Part II, Item 1A - Risk Factors of this Report.
Cash Flow
The table below shows a summary of the cash flows from operating, investing and financing activities:

								
 	Three Months Ended March 31,	
 	2020	 	2019	
 	(in millions)	
Net cash provided by operating activities	$	1,859		 	$	1,312		
Net cash (used in) provided by investing activities	(507	)	 	213		
Net cash provided by (used in) financing activities	2,100		 	(2,223	)	
Net cash provided by operating activities increased $547 million for the three months ended March 31, 2020, versus the comparable period in 2019, primarily due to higher collections of accounts receivable in the current period, reduction in net settlement due from customers and an increase in restricted security deposits held for customers.
During the three months ended March 31, 2020 we had net use of cash for investing activities versus the comparable period in 2019 when we had net cash provided by investing activities. This change was primarily due to settlement of interest rate derivative contracts, purchases of equity investments and lower net proceeds from our investments in available-for-sale and held-to-maturity securities.
During the three months ended March 31, 2020 we had net cash provided by financing activities versus the comparable period in 2019 when we had net use of cash for financing activities. This change was primarily due to net debt proceeds in the current period and lower repurchases of our Class A common stock, partially offset by an increase in dividends paid.

36 MASTERCARD MARCH 31, 2020 FORM 10-Q

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

Debt and Credit Availability
In March 2020, we issued $1 billion principal amount of notes due March 2027, $1.5 billion principal amount of notes due March 2030 and $1.5 billion principal amount notes due March 2050. Our total debt outstanding was $12.5 billion and $8.5 billion at March 31, 2020 and December 31, 2019, respectively, with the earliest maturity of $650 million of principal occurring in November 2021.
As of March 31, 2020, we have a commercial paper program (the “Commercial Paper Program”), under which we are authorized to issue up to $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 a committed unsecured $6 billion revolving credit facility (the “Credit Facility”) which expires in November 2024.
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 March 31, 2020 and December 31, 2019.
See Note 10 (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, 2019 for further discussion on our debt, the Commercial Paper Program and the Credit Facility.
Dividends
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 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 $403 million for the three months ended March 31, 2020.
On December 4, 2019, our Board of Directors declared a quarterly cash dividend of $0.40 per share paid on February 7, 2020 to holders of record on January 9, 2020 of our Class A common stock and Class B common stock. The aggregate amount of this dividend was $403 million.
On February 4, 2020, our Board of Directors declared a quarterly cash dividend of $0.40 per share payable on May 8, 2020 to holders of record on April 9, 2020 of our Class A common stock and Class B common stock. The aggregate amount of this dividend is estimated to be $402 million.
Share Repurchases
Repurchased shares of our common stock are considered treasury stock. The timing and actual number of additional shares repurchased will depend on a variety of factors, including the operating needs of the business, legal requirements, price and economic and market conditions. In December 2019 and 2018, our Board of Directors approved share repurchase programs authorizing us to repurchase up to $8.0 billion and $6.5 billion, respectively, of our Class A common stock under each plan. The program approved in 2019 became effective in January 2020 after completion of the share repurchase program authorized in 2018.
Due to the continued uncertainty around the duration and severity related to the COVID-19 pandemic, during the first quarter of 2020, we temporarily suspended our 2020 share repurchase activity in order to maximize financial flexibility. The share repurchase program remains authorized by our Board of Directors and we may resume share repurchases in the future at any time depending upon various factors including economic and market conditions.
The following table summarizes our share repurchase authorizations of our Class A common stock through March 31, 2020, under the plans approved in 2019 and 2018:

					
 	 	(in millions, except average price data)	
Remaining authorization at December 31, 2019	 	$	8,304		
Dollar value of shares repurchased during the three months ended March 31, 2020	 	$	1,383		
Remaining authorization at March 31, 2020	 	$	6,921		
Shares repurchased during the three months ended March 31, 2020	 	4.7		
Average price paid per share during the three months ended March 31, 2020	 	$	293.83		
See Note 11 (Stockholders' Equity) to the consolidated financial statements included in Part I, Item 1 for further discussion.
Off-Balance Sheet Arrangements
We have no off-balance sheet debt, other than the commitments presented in the future obligations table in Part II, Item 7 - Liquidity and Capital Resources of our Annual Report on Form 10-K for the year ended December 31, 2019.

MASTERCARD MARCH 31, 2020 FORM 10-Q 37

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

Recent Accounting Pronouncements
Refer to Note 1 (Summary of Significant Accounting Policies) to the consolidated financial statements included in Part I, Item 1.

38 MASTERCARD MARCH 31, 2020 FORM 10-Q

PART I
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Item 3. Quantitative and qualitative disclosures about market risk
Market risk is the potential for economic losses to be incurred on market risk sensitive instruments arising from adverse changes in factors such as interest rates and foreign currency exchange rates. Our exposure to market risk from changes in interest rates and foreign exchange rates is limited. Management monitors risk exposures on an ongoing basis and establishes and oversees the implementation of policies governing our funding, investments and use of derivative financial instruments to manage these risks.
Foreign currency exposures are managed through our risk management activities, which is discussed further in Note 17 (Derivative and Hedging Instruments).
Foreign Exchange Risk
We enter into foreign exchange derivative contracts to manage currency exposure associated with anticipated receipts and disbursements occurring in a currency other than the functional currency of the entity. We may also enter into foreign currency derivative contracts to offset possible changes in value of assets and liabilities due to foreign exchange fluctuations. The objective of these activities is to reduce our exposure to transaction gains and losses resulting from fluctuations of foreign currencies against our functional and reporting currencies, principally the U.S. dollar and euro. The effect of a hypothetical 10% adverse change in foreign exchange rates could result in a fair value loss of approximately $126 million and $144 million on our foreign exchange derivative contracts outstanding at March 31, 2020 and December 31, 2019, respectively, related to the hedging program.
We are also subject to foreign exchange risk as part of our daily settlement activities. To manage this risk, we enter into foreign exchange contracts based upon anticipated receipts and disbursements for the respective currency position. This risk is typically limited to a few days between the timing of when a payment transaction takes place and the subsequent settlement with our customers.
Interest Rate Risk
Our available-for-sale debt investments include fixed and variable rate securities that are sensitive to interest rate fluctuations. Our policy is to invest in high quality securities, while providing adequate liquidity and maintaining diversification to avoid significant exposure. A hypothetical 100 basis point adverse change in interest rates would not have a material impact on our investments at March 31, 2020 and December 31, 2019.
Item 4. Controls and procedures
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to ensure that information that is required to be disclosed in the reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and to ensure that information required to be disclosed is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding disclosure. The Chief Executive Officer and the Chief Financial Officer, with assistance from other members of management, have reviewed the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Report and, based on their evaluation, have concluded that the disclosure controls and procedures were effective as of such date.
Changes in Internal Control over Financial Reporting
There was no change in Mastercard’s internal control over financial reporting that occurred during the three months ended March 31, 2020 that has materially affected, or is reasonably likely to materially affect, Mastercard's internal control over financial reporting.

MASTERCARD MARCH 31, 2020 FORM 10-Q 39

	

 	 	 	 	 	 	

 	 	 	 	 	 	

 	 	 	 	 	 	

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

 	 	 	 	 	 	

 	 	 	 	 	 	

 	 	 	 	 	 	

 	 	 	 	 	 	

 	 	 	 	 	 	

 	 	 	 	 	 	

 	 	 	 	 	 	

 	 	 	 	 	 	

 	 	 	 	 	 	

 	 	 	 	 	 	

 	 	 	 	 	 	

PART II
ITEM 1. LEAL PROCEEDINGS

Item 1. Legal proceedings
Refer to Note 15 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part I, Item 1.
Item 1A. Risk factors
The following supplements the risk factors disclosed in Part I, Item 1A - Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2019 (our “2019 Form 10-K”). The following risk factor disclosure should be read in conjunction with the risk factors described in our 2019 Form 10-K.
The extent to which the coronavirus (“COVID-19”) outbreak and measures taken in response to it impact our business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted.
Global health concerns relating to the COVID-19 outbreak have been weighing on the macroeconomic environment, and the outbreak has significantly increased economic uncertainty. The outbreak has resulted in authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place orders, and business shutdowns. These measures have not only negatively impacted consumer spending and business spending habits, they have also adversely impacted and may further impact our workforce and operations and the operations of our customers, suppliers and business partners. These measures may remain in place for a significant period of time and they are likely to continue to adversely affect our business, results of operations and financial condition.
The spread of COVID-19 has caused us to modify our business practices (including employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences), and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers and business partners. There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus or otherwise be satisfactory to government authorities.
The extent to which COVID-19 impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 outbreak has subsided, we may continue to experience materially adverse impacts to our business as a result of its global economic impact, including any recession that has occurred or may occur in the future.
There are no comparable recent events which may provide guidance as to the effect of the spread of COVID-19 and a global pandemic, and, as a result, the ultimate impact of COVID-19 or a similar health epidemic is highly uncertain and subject to change. We do not yet know the full extent of the impacts on our business, our operations or the global economy as a whole. However, the effects could have a material impact on our results of operations, and we will continue to monitor the COVID-19 situation closely.
Risks related to consumers and businesses lowering or changing spending, which impact domestic and cross-border spend, are described in our risk factor titled “Global economic, political, financial and societal events or conditions could result in a material and adverse impact on our overall business and results of operations” under “Risk Factors-Global Economic and Political Environment” in our 2019 Form 10-K. For a full discussion of our additional risk factors, see Part I, Item 1A - Risk Factors of our 2019 Form 10-K.
Item 2. Unregistered sales of equity securities and use of proceeds
Issuer Purchases of Equity Securities
During the first quarter of 2020, we repurchased a total of approximately 4.7 million shares for $1.4 billion at an average price of $293.83 per share of Class A common stock. See Note 11 (Stockholders' Equity) to the consolidated financial statements included in Part I, Item 1 for further discussion with respect to our share repurchase programs. Our repurchase activity during the first quarter of 2020 is summarized in the following table:

															
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	
January 1 - 31	 	1,727,571		 	$	311.90		 	1,727,571		 	$	7,765,281,237		
February 1 - 29	 	726,991		 	$	321.53		 	726,991		 	$	7,531,530,765		
March 1 - 31	 	2,254,228		 	$	271.05		 	2,254,228		 	$	6,920,512,828		
Total	 	4,708,790		 	$	293.83		 	4,708,790		 	 	
		
1 	Dollar value of shares that may yet be purchased under the repurchase programs is as of the end of the period.	

MASTERCARD MARCH 31, 2020 FORM 10-Q 41

Item 5. Other information
Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, we hereby incorporate by reference herein the disclosure contained in Exhibit 99.1.
Item 6. Exhibits
Refer to the Exhibit Index included herein.

42 MASTERCARD MARCH 31, 2020 FORM 10-Q

PART II
EXHIBIT INDEX

Exhibit index

			
Exhibit
Number	 	Exhibit Description	
3.1	 	Amended and Restated By-Laws of Mastercard Incorporated (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed April 21, 2020 (File No. 001-32877)).
	
4.1	 	Officer’s Certificate of the Company, dated as of March 26, 2020 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 26, 2020 (File No. 001-32877)).	
4.2	 	Form of Global Note representing the Company’s 3.300% Notes due 2027 (included in Officer’s Certificate of the Company, dated as of March 26, 2020) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 26, 2020 (File No. 001-32877)).	
4.3	 	Form of Global Note representing the Company’s 3.350% Notes due 2030 (included in Officer’s Certificate of the Company, dated as of March 26, 2020) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 26, 2020 (File No. 001-32877)).
	
4.4	 	Form of Global Note representing the Company’s 3.850% Notes due 2050 (included in Officer’s Certificate of the Company, dated as of March 26, 2020) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 26, 2020 (File No. 001-32877)).
	
10.1+*	 	Description of Employment Arrangement with Michael Froman	
10.2+*
	 	Description of Employment Arrangement with Sachin Mehra	
10.3+*
	 	Description of Employment Arrangement with Michael Miebach
	
31.1*	 	Certification of Ajay Banga, 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 Ajay Banga, 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	
		
+	Management contracts or compensatory plans or arrangements.	
		
*	Filed or furnished herewith.	
The agreements and other documents filed as exhibits to this Report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and should not be relied upon for that purpose. In particular, any representations and warranties made by the Company in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

MASTERCARD MARCH 31, 2020 FORM 10-Q 43

SIGNATURES

Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

					
 	 	MASTERCARD INCORPORATED	
 	 	(Registrant)	
 	 	 	 	
Date:	April 29, 2020	By:	 	/S/ AJAY BANGA	
 	 	 	 	Ajay Banga	
 	 	 	 	Chief Executive Officer	
 	 	 	 	(Principal Executive Officer)	
 	 	 	 	
Date:	April 29, 2020	By:	 	/S/ SACHIN MEHRA	
 	 	 	 	Sachin Mehra	
 	 	 	 	Chief Financial Officer	
 	 	 	 	(Principal Financial Officer)	
 	 	 	 	
Date:	April 29, 2020	By:	 	/S/ SANDRA ARKELL	
 	 	 	 	Sandra Arkell	
 	 	 	 	Corporate Controller	
 	 	 	 	(Principal Accounting Officer)	

44 MASTERCARD MARCH 31, 2020 FORM 10-Q

Exhibit 10.1

Description of Employment Arrangement with Michael Froman
*Explanatory Note: The below description summarizes the employment arrangement between Mastercard International Incorporated (“Mastercard International”) and Michael Froman, who is identified as a named executive officer in the 2020 Proxy Statement for Mastercard Incorporated (“Mastercard”). The description is consistent with both: (1) the disclosure in the proxy statement and (2) the descriptions of the Mastercard International Incorporated Executive Severance Plan and the Mastercard International Incorporated Change in Control Severance Plan, each previously filed.

Title, Term and Compensation     
Michael Froman has served as Vice Chairman and President of Strategic Growth since April 2018. He is employed at-will. Mr. Froman receives a base salary that is subject to adjustment based on an annual performance review by Mastercard’s Human Resources and Compensation Committee. Additionally, he is eligible to participate in annual and/or long-term bonus or incentive plan(s) generally available to other executive officers, as well as other applicable Mastercard International employee compensation and benefit plans and programs, including our Amended and Restated 2006 Long Term Incentive Plan ("LTIP") and Senior Executive Annual Incentive Compensation Plan ("SEAICP").

Events of termination of employment and related payments

							
Termination event*	 	 	 	 	 	Components of termination payment	

Death	 	 		 	 	•    Target annual incentive bonus for year in which termination occurs if not already paid (plus the target annual incentive bonus earned for the previous year, if not already paid)	
Disability	 	 		 	 	•    Target annual incentive bonus prorated for year of termination (plus the target annual incentive bonus earned for the previous year, if not already paid)	
For Cause, Voluntary Resignation or Non-Renewal by the executive	 	 		 	 	
•    No additional payments
	
Without Cause, with Good Reason (other than in connection with a Change in Control )	 	 	•    Base salary earned but not paid through date of termination
•    Payment for all accrued but unused vacation time
•    Additional benefits, if any and as applicable, under Mastercard plans or programs	 	 	•    Annual incentive bonus prorated for year of termination based upon Mastercard’s actual performance during the year in which termination occurs (subject to HRCC discretion) (plus the annual incentive bonus earned for the previous year, if not already paid)
•    Base salary continuation for 18 months (the severance period) following termination (extendable by an additional six months in exchange for extended restrictive covenants at Mastercard’s sole discretion) plus an amount equal to 1.5 times the annual incentive bonus paid to the executive for the year prior to termination, paid ratably over the severance period in accordance with Mastercard’s annual incentive bonus pay practices (or up to an amount equal to two times the bonus for the prior year, payable over 24 months at Mastercard’s discretion)
•    Payment of the monthly COBRA medical coverage premium for the applicable period (or, if shorter, the severance period) or, if the executive is eligible, the full cost of the Mastercard Retiree Health Plan during the severance period with retiree contribution levels applying thereafter
•    Reasonable outplacement services for the shorter of the severance period or the period of unemployment	
	 	 		 	 		
Mandatory retirement	 	 		 	 	•    Annual incentive bonus for year in which termination occurs (plus the annual incentive bonus earned for the previous year, if not already paid) based upon Mastercard’s actual performance	
 	 	 	 	 	 	 	
*    For certain defined terms used in this table, see Definitions below.	

Exhibit 10.1

“Double trigger” Change in Control payments
If, within the six months preceding or two years following a Change in Control, Mr. Froman terminates his employment with Mastercard International or its successor for Good Reason or is terminated by Mastercard International or its successor without Cause, he will be entitled to the following termination payments:

	
“Double-trigger” Change in Control severance payments	
•    Lump sum payments within 30 days following date of termination of (1) all base salary earned but not paid and (2) all accrued but unused vacation time	
•    Pro rata portion of the annual incentive bonus payable in year of termination and previous year, if not already paid	
•    Base salary continuation for 24 months following termination (the severance period) but not beyond the employee’s mandatory retirement date	
•    Annual bonus payments following the date of termination, the aggregate amount equal to the average annual bonus received by the executive over the prior two years of employment, payable ratably over the severance period but not beyond the employee’s mandatory retirement date	
•    Payment of the monthly COBRA medical coverage premium for the applicable period (or, if shorter, the severance period) or, if the executive is eligible, the full cost of the Mastercard Retiree Health Plan during the severance period with retiree contribution levels applying thereafter	
•    Reasonable outplacement services for the shorter of the severance period or the period of unemployment	
•    Such additional benefits, if any, that the executive would be entitled to under applicable Mastercard plans and programs (other than severance payments)	
Release of claims
Mr. Froman is required to enter into a separation agreement and release of claims against Mastercard International in order to receive payment for severance, Change in Control and other payments on account of termination other than for Cause, with Good Reason or for non-renewal.

Additional terms

Restrictive covenants
Mr. Froman is subject to Mastercard International’s standard restrictive covenants for executive employees, including non-disclosure, non-competition and non-solicitation obligations. In addition, Mr. Froman has signed a separate non-compete agreement, including agreements in order to receive long-term incentive awards and specified severance and Change in Control payments as follows:

							
Long-term incentive awards	 	 	Severance plan payments	 	 	Change in Control payments	
	 	 		 	 		
•    12-month non-compete
•    18-month non-solicit
•    In the event of a violation, repayment of specified gains from stock options exercised and repayment of vested equity awards from the two-year period preceding the violation	 	 	•    Non-compete and non-solicit for longer of 18 months or the length of the severance payments (agreement to be executed within 60 days following termination)	 	 	•    Two-year non-compete and non-solicit	

Definitions

Cause
Defined as (a) willful failure of the executive to perform duties or responsibilities (other than due to disability); (b) engagement in serious misconduct that is injurious to Mastercard, including, but not limited to, damage to its reputation or standing in the industry; (c) conviction of, or entering into a plea of guilty or nolo contendere to, a crime that constitutes a felony or a crime that constitutes a misdemeanor involving moral turpitude; (d) the material breach of any written covenant or agreement with Mastercard International not to disclose any information pertaining to Mastercard International; or (e) the breach of our Code of Conduct, the Supplemental Code of Ethics, any material provision of the employment agreement or any material provision of other specified Mastercard or Mastercard International policies. Notice of termination for Cause must state the date of termination and identify the grounds upon which termination is based.

Exhibit 10.1

Good Reason
Defined as: (a) the assignment to a position for which the executive is not qualified or a materially lesser position than the position held; (b) a material reduction in annual base salary other than a 10% or less reduction, in the aggregate, over the term of employment; and (c) the relocation of the executive’s principal place of employment to a location more than 50 miles from his or her principal place of employment.

Change in Control
Defined as the occurrence of any of the following events (other than by means of a public offering of Mastercard Incorporated’s equity securities):
		
(a)	the acquisition by any person of beneficial ownership of more than 30% of the voting power of the then outstanding equity shares of Mastercard (the Outstanding Registrant Voting Securities), subject to specified exceptions	
		
(b)	a change in the composition of the Board that causes less than a majority of Mastercard’s directors then in office to be members of the Board, subject to specified exceptions	
		
(c)	consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of Mastercard’s assets or the purchase of assets or stock of another entity (a Business Combination), in each case, unless immediately following such Business Combination (1) all or substantially all of the persons who were the beneficial owners of the Outstanding Registrant Voting Securities immediately prior to such Business Combination will beneficially own more than 50% of the then outstanding voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity resulting from such Business Combination in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Registrant Voting Securities, (2) no person will beneficially own more than a majority of the voting power of the then outstanding voting securities of such entity except to the extent that such ownership of Mastercard existed prior to the Business Combination and (3) at least a majority of the members of the board of directors of the entity resulting from such Business Combination will have been members of the incumbent Mastercard Board at the time of the initial agreement, or an action of Mastercard’s Board, providing such Business Combination	
		
(d)	approval by Mastercard’s stockholders of a complete liquidation or dissolution of Mastercard	

Retirement
Defined in the LTIP as voluntary termination of employment on or after the earliest of: (i) attaining age 65 while in service and completing two years of service, (ii) attaining age 60 while in service and completing five years of service, and (iii) attaining age 55 while in service and completing 10 years of service.

Exhibit 10.2

Description of Employment Arrangement with Sachin Mehra
*Explanatory Note: The below description summarizes the employment arrangement between Mastercard International Incorporated (“Mastercard International”) and Sachin Mehra, who is identified as a named executive officer in the 2020 Proxy Statement for Mastercard Incorporated (“Mastercard”). The description is consistent with both: (1) the disclosure in the proxy statement and (2) the descriptions of the Mastercard International Incorporated Executive Severance Plan and the Mastercard International Incorporated Change in Control Severance Plan, each previously filed.

Title, Term and Compensation     
Sachin Mehra has served as Chief Financial Officer since April 2019. He is employed at-will. Mr. Mehra receives a base salary that is subject to adjustment based on an annual performance review by Mastercard’s Human Resources and Compensation Committee. Additionally, he is eligible to participate in annual and/or long-term bonus or incentive plan(s) generally available to other executive officers, as well as other applicable Mastercard International employee compensation and benefit plans and programs, including our Amended and Restated 2006 Long Term Incentive Plan ("LTIP") and Senior Executive Annual Incentive Compensation Plan ("SEAICP").

Events of termination of employment and related payments

							
Termination event*	 	 	 	 	 	Components of termination payment	

Death	 	 		 	 	•    Target annual incentive bonus for year in which termination occurs if not already paid (plus the target annual incentive bonus earned for the previous year, if not already paid)	
Disability	 	 		 	 	•    Target annual incentive bonus prorated for year of termination (plus the target annual incentive bonus earned for the previous year, if not already paid)	
For Cause, Voluntary Resignation or Non-Renewal by the executive	 	 		 	 	
•    No additional payments
	
Without Cause, with Good Reason (other than in connection with a Change in Control )	 	 	•    Base salary earned but not paid through date of termination
•    Payment for all accrued but unused vacation time
•    Additional benefits, if any and as applicable, under Mastercard plans or programs	 	 	•    Annual incentive bonus prorated for year of termination based upon Mastercard’s actual performance during the year in which termination occurs (subject to HRCC discretion) (plus the annual incentive bonus earned for the previous year, if not already paid)
•    Base salary continuation for 18 months (the severance period) following termination (extendable by an additional six months in exchange for extended restrictive covenants at Mastercard’s sole discretion) plus an amount equal to 1.5 times the annual incentive bonus paid to the executive for the year prior to termination, paid ratably over the severance period in accordance with Mastercard’s annual incentive bonus pay practices (or up to an amount equal to two times the bonus for the prior year, payable over 24 months at Mastercard’s discretion)
•    Payment of the monthly COBRA medical coverage premium for the applicable period (or, if shorter, the severance period) or, if the executive is eligible, the full cost of the Mastercard Retiree Health Plan during the severance period with retiree contribution levels applying thereafter
•    Reasonable outplacement services for the shorter of the severance period or the period of unemployment	
	 	 		 	 		
Mandatory retirement	 	 		 	 	•    Annual incentive bonus for year in which termination occurs (plus the annual incentive bonus earned for the previous year, if not already paid) based upon Mastercard’s actual performance	
 	 	 	 	 	 	 	
*    For certain defined terms used in this table, see Definitions below.	

Exhibit 10.2

“Double trigger” Change in Control payments
If, within the six months preceding or two years following a Change in Control, Mr. Mehra terminates his employment with Mastercard International or its successor for Good Reason or is terminated by Mastercard International or its successor without Cause, he will be entitled to the following termination payments:

	
“Double-trigger” Change in Control severance payments	
•    Lump sum payments within 30 days following date of termination of (1) all base salary earned but not paid and (2) all accrued but unused vacation time	
•    Pro rata portion of the annual incentive bonus payable in year of termination and previous year, if not already paid	
•    Base salary continuation for 24 months following termination (the severance period) but not beyond the employee’s mandatory retirement date	
•    Annual bonus payments following the date of termination, the aggregate amount equal to the average annual bonus received by the executive over the prior two years of employment, payable ratably over the severance period but not beyond the employee’s mandatory retirement date	
•    Payment of the monthly COBRA medical coverage premium for the applicable period (or, if shorter, the severance period) or, if the executive is eligible, the full cost of the Mastercard Retiree Health Plan during the severance period with retiree contribution levels applying thereafter	
•    Reasonable outplacement services for the shorter of the severance period or the period of unemployment	
•    Such additional benefits, if any, that the executive would be entitled to under applicable Mastercard plans and programs (other than severance payments)	
Release of claims
Mr. Mehra is required to enter into a separation agreement and release of claims against Mastercard International in order to receive payment for severance, Change in Control and other payments on account of termination other than for Cause, with Good Reason or for non-renewal.

Additional terms

Restrictive covenants
Mr. Mehra is subject to Mastercard International’s standard restrictive covenants for executive employees, including non-disclosure, non-competition and non-solicitation obligations. In addition, Mr. Mehra has signed a separate non-compete agreement, including agreements in order to receive long-term incentive awards and specified severance and Change in Control payments as follows:

							
Long-term incentive awards	 	 	Severance plan payments	 	 	Change in Control payments	
	 	 		 	 		
•    12-month non-compete
•    18-month non-solicit
•    In the event of a violation, repayment of specified gains from stock options exercised and repayment of vested equity awards from the two-year period preceding the violation	 	 	•    Non-compete and non-solicit for longer of 18 months or the length of the severance payments (agreement to be executed within 60 days following termination)	 	 	•    Two-year non-compete and non-solicit	

Definitions

Cause
Defined as (a) willful failure of the executive to perform duties or responsibilities (other than due to disability); (b) engagement in serious misconduct that is injurious to Mastercard, including, but not limited to, damage to its reputation or standing in the industry; (c) conviction of, or entering into a plea of guilty or nolo contendere to, a crime that constitutes a felony or a crime that constitutes a misdemeanor involving moral turpitude; (d) the material breach of any written covenant or agreement with Mastercard International not to disclose any information pertaining to Mastercard International; or (e) the breach of our Code of Conduct, the Supplemental Code of Ethics, any material provision of the employment agreement or any material provision of other specified Mastercard or Mastercard International policies. Notice of termination for Cause must state the date of termination and identify the grounds upon which termination is based.

Exhibit 10.2

Good Reason
Defined as: (a) the assignment to a position for which the executive is not qualified or a materially lesser position than the position held; (b) a material reduction in annual base salary other than a 10% or less reduction, in the aggregate, over the term of employment; and (c) the relocation of the executive’s principal place of employment to a location more than 50 miles from his or her principal place of employment.

Change in Control
Defined as the occurrence of any of the following events (other than by means of a public offering of Mastercard Incorporated’s equity securities):
		
(a)	the acquisition by any person of beneficial ownership of more than 30% of the voting power of the then outstanding equity shares of Mastercard (the Outstanding Registrant Voting Securities), subject to specified exceptions	
		
(b)	a change in the composition of the Board that causes less than a majority of Mastercard’s directors then in office to be members of the Board, subject to specified exceptions	
		
(c)	consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of Mastercard’s assets or the purchase of assets or stock of another entity (a Business Combination), in each case, unless immediately following such Business Combination (1) all or substantially all of the persons who were the beneficial owners of the Outstanding Registrant Voting Securities immediately prior to such Business Combination will beneficially own more than 50% of the then outstanding voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity resulting from such Business Combination in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Registrant Voting Securities, (2) no person will beneficially own more than a majority of the voting power of the then outstanding voting securities of such entity except to the extent that such ownership of Mastercard existed prior to the Business Combination and (3) at least a majority of the members of the board of directors of the entity resulting from such Business Combination will have been members of the incumbent Mastercard Board at the time of the initial agreement, or an action of Mastercard’s Board, providing such Business Combination	
		
(d)	approval by Mastercard’s stockholders of a complete liquidation or dissolution of Mastercard	

Retirement
Defined in the LTIP as voluntary termination of employment on or after the earliest of: (i) attaining age 65 while in service and completing two years of service, (ii) attaining age 60 while in service and completing five years of service, and (iii) attaining age 55 while in service and completing 10 years of service.

Exhibit 10.3

Description of Employment Arrangement with Michael Miebach
*Explanatory Note: The below description summarizes the employment arrangement between Mastercard International Incorporated (“Mastercard International”) and Michael Miebach, who is identified as a named executive officer in the 2020 Proxy Statement for Mastercard Incorporated (“Mastercard”). The description is consistent with both: (1) the disclosure in the proxy statement and (2) the descriptions of the Mastercard International Incorporated Executive Severance Plan and the Mastercard International Incorporated Change in Control Severance Plan, each previously filed.

Title, Term and Compensation     
Michael Miebach has served as President since March 2020. He is employed at-will. Mr. Miebach receives a base salary that is subject to adjustment based on an annual performance review by Mastercard’s Human Resources and Compensation Committee. Additionally, he is eligible to participate in annual and/or long-term bonus or incentive plan(s) generally available to other executive officers, as well as other applicable Mastercard International employee compensation and benefit plans and programs, including our Amended and Restated 2006 Long Term Incentive Plan ("LTIP") and Senior Executive Annual Incentive Compensation Plan ("SEAICP").

Events of termination of employment and related payments

							
Termination event*	 	 	 	 	 	Components of termination payment	

Death	 	 		 	 	•    Target annual incentive bonus for year in which termination occurs if not already paid (plus the target annual incentive bonus earned for the previous year, if not already paid)	
Disability	 	 		 	 	•    Target annual incentive bonus prorated for year of termination (plus the target annual incentive bonus earned for the previous year, if not already paid)	
For Cause, Voluntary Resignation or Non-Renewal by the executive	 	 		 	 	
•    No additional payments
	
Without Cause, with Good Reason (other than in connection with a Change in Control )	 	 	•    Base salary earned but not paid through date of termination
•    Payment for all accrued but unused vacation time
•    Additional benefits, if any and as applicable, under Mastercard plans or programs	 	 	•    Annual incentive bonus prorated for year of termination based upon Mastercard’s actual performance during the year in which termination occurs (subject to HRCC discretion) (plus the annual incentive bonus earned for the previous year, if not already paid)
•    Base salary continuation for 18 months (the severance period) following termination (extendable by an additional six months in exchange for extended restrictive covenants at Mastercard’s sole discretion) plus an amount equal to 1.5 times the annual incentive bonus paid to the executive for the year prior to termination, paid ratably over the severance period in accordance with Mastercard’s annual incentive bonus pay practices (or up to an amount equal to two times the bonus for the prior year, payable over 24 months at Mastercard’s discretion)
•    Payment of the monthly COBRA medical coverage premium for the applicable period (or, if shorter, the severance period) or, if the executive is eligible, the full cost of the Mastercard Retiree Health Plan during the severance period with retiree contribution levels applying thereafter
•    Reasonable outplacement services for the shorter of the severance period or the period of unemployment	
	 	 		 	 		
Mandatory retirement	 	 		 	 	•    Annual incentive bonus for year in which termination occurs (plus the annual incentive bonus earned for the previous year, if not already paid) based upon Mastercard’s actual performance	
 	 	 	 	 	 	 	
*    For certain defined terms used in this table, see Definitions below.	

Exhibit 10.3

“Double trigger” Change in Control payments
If, within the six months preceding or two years following a Change in Control, Mr. Miebach terminates his employment with Mastercard International or its successor for Good Reason or is terminated by Mastercard International or its successor without Cause, he will be entitled to the following termination payments:

	
“Double-trigger” Change in Control severance payments	
•    Lump sum payments within 30 days following date of termination of (1) all base salary earned but not paid and (2) all accrued but unused vacation time	
•    Pro rata portion of the annual incentive bonus payable in year of termination and previous year, if not already paid	
•    Base salary continuation for 24 months following termination (the severance period) but not beyond the employee’s mandatory retirement date	
•    Annual bonus payments following the date of termination, the aggregate amount equal to the average annual bonus received by the executive over the prior two years of employment, payable ratably over the severance period but not beyond the employee’s mandatory retirement date	
•    Payment of the monthly COBRA medical coverage premium for the applicable period (or, if shorter, the severance period) or, if the executive is eligible, the full cost of the Mastercard Retiree Health Plan during the severance period with retiree contribution levels applying thereafter	
•    Reasonable outplacement services for the shorter of the severance period or the period of unemployment	
•    Such additional benefits, if any, that the executive would be entitled to under applicable Mastercard plans and programs (other than severance payments)	
Release of claims
Mr. Miebach is required to enter into a separation agreement and release of claims against Mastercard International in order to receive payment for severance, Change in Control and other payments on account of termination other than for Cause, with Good Reason or for non-renewal.

Additional terms

Restrictive covenants
Mr. Miebach is subject to Mastercard International’s standard restrictive covenants for executive employees, including non-disclosure, non-competition and non-solicitation obligations. In addition, Mr. Miebach has signed a separate non-compete agreement, including agreements in order to receive long-term incentive awards and specified severance and Change in Control payments as follows:

							
Long-term incentive awards	 	 	Severance plan payments	 	 	Change in Control payments	
	 	 		 	 		
•    12-month non-compete
•    18-month non-solicit
•    In the event of a violation, repayment of specified gains from stock options exercised and repayment of vested equity awards from the two-year period preceding the violation	 	 	•    Non-compete and non-solicit for longer of 18 months or the length of the severance payments (agreement to be executed within 60 days following termination)	 	 	•    Two-year non-compete and non-solicit	

Definitions

Cause
Defined as (a) willful failure of the executive to perform duties or responsibilities (other than due to disability); (b) engagement in serious misconduct that is injurious to Mastercard, including, but not limited to, damage to its reputation or standing in the industry; (c) conviction of, or entering into a plea of guilty or nolo contendere to, a crime that constitutes a felony or a crime that constitutes a misdemeanor involving moral turpitude; (d) the material breach of any written covenant or agreement with Mastercard International not to disclose any information pertaining to Mastercard International; or (e) the breach of our Code of Conduct, the Supplemental Code of Ethics, any material provision of the employment agreement or any material provision of other specified Mastercard or Mastercard International policies. Notice of termination for Cause must state the date of termination and identify the grounds upon which termination is based.

Exhibit 10.3

Good Reason
Defined as: (a) the assignment to a position for which the executive is not qualified or a materially lesser position than the position held; (b) a material reduction in annual base salary other than a 10% or less reduction, in the aggregate, over the term of employment; and (c) the relocation of the executive’s principal place of employment to a location more than 50 miles from his or her principal place of employment.

Change in Control
Defined as the occurrence of any of the following events (other than by means of a public offering of Mastercard Incorporated’s equity securities):
		
(a)	the acquisition by any person of beneficial ownership of more than 30% of the voting power of the then outstanding equity shares of Mastercard (the Outstanding Registrant Voting Securities), subject to specified exceptions	
		
(b)	a change in the composition of the Board that causes less than a majority of Mastercard’s directors then in office to be members of the Board, subject to specified exceptions	
		
(c)	consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of Mastercard’s assets or the purchase of assets or stock of another entity (a Business Combination), in each case, unless immediately following such Business Combination (1) all or substantially all of the persons who were the beneficial owners of the Outstanding Registrant Voting Securities immediately prior to such Business Combination will beneficially own more than 50% of the then outstanding voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity resulting from such Business Combination in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Registrant Voting Securities, (2) no person will beneficially own more than a majority of the voting power of the then outstanding voting securities of such entity except to the extent that such ownership of Mastercard existed prior to the Business Combination and (3) at least a majority of the members of the board of directors of the entity resulting from such Business Combination will have been members of the incumbent Mastercard Board at the time of the initial agreement, or an action of Mastercard’s Board, providing such Business Combination	
		
(d)	approval by Mastercard’s stockholders of a complete liquidation or dissolution of Mastercard	

Retirement
Defined in the LTIP as voluntary termination of employment on or after the earliest of: (i) attaining age 65 while in service and completing two years of service, (ii) attaining age 60 while in service and completing five years of service, and (iii) attaining age 55 while in service and completing 10 years of service.

EXHIBIT 31.1
CERTIFICATION PURSUANT TO
RULE 13a-14(a)/15d-14(a),
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Ajay Banga, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Mastercard Incorporated for the three months ended March 31, 2020;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	

c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	

d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	

	
			
 	Date:	April 29, 2020	
 	 	 	
 	By:	/s/ Ajay Banga	
 	 	Ajay Banga	
 	 	Chief Executive Officer	

EXHIBIT 31.2
CERTIFICATION PURSUANT TO
RULE 13a-14(a)/15d-14(a),
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Sachin Mehra, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Mastercard Incorporated for the three months ended March 31, 2020;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	

b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	

c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	

d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	

	
			
 	Date:	April 29, 2020	
 	 	 	
 	By:	/s/ Sachin Mehra	
 	 	Sachin Mehra	
 	 	Chief Financial Officer	

EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Mastercard Incorporated (the "Company") on Form 10-Q for the three month period ended March 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ajay Banga, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	
 	
April 29, 2020	
 	
/s/ Ajay Banga	
Ajay Banga	
Chief Executive Officer	

EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Mastercard Incorporated (the "Company") on Form 10-Q for the three month period ended March 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sachin Mehra, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	
 	
April 29, 2020	
 	
/s/ Sachin Mehra	
Sachin Mehra	
Chief Financial Officer	

EXHIBIT 99.1
Section 13(r) Disclosure

Mastercard Incorporated ("Mastercard") has established a risk-based compliance program designed to prevent us from having business dealings with Iran, as well as other prohibited countries, regions, individuals or entities. This includes obligating issuers and acquirers to screen account holders and merchants, respectively, against the U.S. Office of Foreign Assets Control’s (“OFAC”) sanctions lists, including the List of Specially Designated Nationals (“SDN list”).
We identified through our compliance program that for the period covered by this Report, Mastercard processed transactions resulting from:
		
•	certain acquirers located in the European region having acquired transactions for consular services with Iranian embassies in that region that accepted Mastercard cards	
		
•	certain acquirers located in the European and Middle Eastern regions having acquired transactions for an Iranian airline, which accepted Mastercard cards in those regions	
OFAC regulations and other legal authorities provide exemptions for certain activities involving dealings with Iran. However, Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 requires us to disclose whether we, or any of our affiliates, have knowingly engaged in certain transactions or dealings involving the Government of Iran or with certain persons or entities found on the SDN list, regardless of whether these dealings constitute a violation of OFAC regulations.
We do not calculate net revenues or net profits associated with specific merchants (our customers’ customers). However, we used our fee schedule and the aggregate number and amount of transactions involving the Iranian embassies and Iranian airline to estimate the net revenue and net profit we obtained during the three months ended March 31, 2020.  Both the number of transactions and our estimated net revenue and net profits for this period are de minimis.