Mastercard 10-Q 2024-06-30

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 June 30, 2024

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
2.1% Notes due 2027						MA27						New York Stock Exchange
1.0% Notes due 2029						MA29A						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 July 26, 2024, there were 916,710,583 shares outstanding of the registrant’s Class A common stock, par value $0.0001 per share; and 7,124,405 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)
30			Item 2.			Management’s discussion and analysis of financial condition and results of operations
42			Item 3.			Quantitative and qualitative disclosures about market risk
43			Item 4.			Controls and procedures
PART II			45			Item 1.			Legal proceedings
45			Item 1A.			Risk factors
45			Item 2.			Unregistered sales of equity securities and use of proceeds
45			Item 5.			Other information
46			Item 6.			Exhibits
47			-			Signatures

2 MASTERCARD JUNE 30, 2024 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 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, AI, information 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, countering the financing of terrorism, economic sanctions and anti-corruption, account-based payments systems, and issuer and acquirer practices 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 a real-time account-based payments 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 stakeholders (including loss of substantial business from significant customers, competitor relationships with our customers, consolidation amongst our customers, merchants’ continued focus on acceptance costs and unique risks from our work with governments)

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

• reputational impact, including impact related to brand perception and lack of visibility of our brands in products and services

• the impact of environmental, social and governance matters and related stakeholder reaction

• the inability to attract 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

• exposure to loss or illiquidity due to our role as guarantor as well as other contractual obligations and discretionary actions we may take

• 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, 2023. 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 JUNE 30, 2024 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 and Six Months Ended June 30, 2024 and 2023						6
Consolidated Statement of Comprehensive Income — Three and Six Months Ended June 30, 2024 and 2023						7
Consolidated Balance Sheet — June 30, 2024 and December 31, 2023						8
Consolidated Statement of Changes in Equity — Three and Six Months Ended June 30, 2024 and 2023						9
Consolidated Statement of Cash Flows — Six Months Ended June 30, 2024 and 2023						11
Notes to consolidated financial statements						12

MASTERCARD JUNE 30, 2024 FORM 10-Q 5

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Consolidated Statement of Operations (Unaudited)
						Three Months Ended June 30,												Six Months Ended June 30,
						2024						2023						2024						2023
						(in millions, except per share data)
Net Revenue						$	6,961					$	6,269					$	13,309					$	12,017
Operating Expenses:
General and administrative						2,418						2,200						4,704						4,243
Advertising and marketing						184						201						300						368
Depreciation and amortization						225						192						441						383
Provision for litigation						98						20						224						231
Total operating expenses						2,925						2,613						5,669						5,225
Operating income						4,036						3,656						7,640						6,792
Other Income (Expense):
Investment income						60						59						155						114
Gains (losses) on equity investments, net						(13)						123						(7)						(89)
Interest expense						(153)						(144)						(303)						(276)
Other income (expense), net						9						10						12						16
Total other income (expense)						(97)						48						(143)						(235)
Income before income taxes						3,939						3,704						7,497						6,557
Income tax expense						681						859						1,228						1,351
Net Income						$	3,258					$	2,845					$	6,269					$	5,206
Basic Earnings per Share						$	3.51					$	3.01					$	6.74					$	5.48
Basic weighted-average shares outstanding						929						946						931						949
Diluted Earnings per Share						$	3.50					$	3.00					$	6.72					$	5.47
Diluted weighted-average shares outstanding						930						949						933						952

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

6 MASTERCARD JUNE 30, 2024 FORM 10-Q

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Consolidated Statement of Comprehensive Income (Unaudited)
						Three Months Ended June 30,												Six Months Ended June 30,
						2024						2023						2024						2023
						(in millions)
Net Income						$	3,258					$	2,845					$	6,269					$	5,206
Other comprehensive income (loss):
Foreign currency translation adjustments						(46)						53						(214)						147
Income tax effect						18						—						27						(14)
Foreign currency translation adjustments, net of income tax effect						(28)						53						(187)						133
Translation adjustments on net investment hedges						2						(11)						49						(85)
Income tax effect						—						2						(11)						19
Translation adjustments on net investment hedges, net of income tax effect						2						(9)						38						(66)
Cash flow hedges						91						(14)						113						(24)
Income tax effect						(3)						6						(8)						6
Reclassification adjustments for cash flow hedges						(68)						9						(63)						17
Income tax effect						1						(5)						(1)						(4)
Cash flow hedges, net of income tax effect						21						(4)						41						(5)
Defined benefit pension and other postretirement plans						2						—						2						—
Income tax effect						—						—						—						—
Reclassification adjustments for defined benefit pension and other postretirement plans						—						—						—						—
Income tax effect						—						—						—						—
Defined benefit pension and other postretirement plans, net of income tax effect						2						—						2						—
Investment securities available-for-sale						—						—						—						2
Income tax effect						—						—						—						—
Investment securities available-for-sale, net of income tax effect						—						—						—						2
Other comprehensive income (loss), net of income tax effect						(3)						40						(106)						64
Comprehensive Income						$	3,255					$	2,885					$	6,163					$	5,270

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

MASTERCARD JUNE 30, 2024 FORM 10-Q 7

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Consolidated Balance Sheet (Unaudited)
						June 30, 2024						December 31, 2023
						(in millions, except per share data)
Assets
Current assets:
Cash and cash equivalents						$	6,996					$	8,588
Restricted security deposits held for customers						1,772						1,845
Investments						362						592
Accounts receivable						4,195						4,060
Settlement assets						1,514						1,233
Prepaid expenses and other current assets						2,941						2,643
Total current assets						17,780						18,961
Property, equipment and right-of-use assets, net of accumulated depreciation and amortization of $2,373 and $2,237, respectively						2,148						2,061
Deferred income taxes						1,423						1,355
Goodwill						7,563						7,660
Other intangible assets, net of accumulated amortization of $2,290 and $2,209, respectively						4,149						4,086
Other assets						9,270						8,325
Total Assets						$	42,333					$	42,448
Liabilities, Redeemable Non-controlling Interests and Equity
Current liabilities:
Accounts payable						$	835					$	834
Settlement obligations						1,594						1,399
Restricted security deposits held for customers						1,772						1,845
Accrued litigation						525						723
Accrued expenses						8,007						8,517
Short-term debt						1,086						1,337
Other current liabilities						1,775						1,609
Total current liabilities						15,594						16,264
Long-term debt						14,519						14,344
Deferred income taxes						337						369
Other liabilities						4,401						4,474
Total Liabilities						34,851						35,451
Commitments and Contingencies
Redeemable Non-controlling Interests						22						22
Stockholders’ Equity
Class A common stock, $0.0001 par value; authorized 3,000 shares, 1,403 and 1,402 shares issued and 919 and 927 shares outstanding, respectively						—						—
Class B common stock, $0.0001 par value; authorized 1,200 shares, 7 shares issued and outstanding						—						—
Additional paid-in-capital						6,089						5,893
Class A treasury stock, at cost, 485 and 475 shares, respectively						(65,067)						(60,429)
Retained earnings						67,604						62,564
Accumulated other comprehensive income (loss)						(1,205)						(1,099)
Mastercard Incorporated Stockholders' Equity						7,421						6,929
Non-controlling interests						39						46
Total Equity						7,460						6,975
Total Liabilities, Redeemable Non-controlling Interests and Equity						$	42,333					$	42,448

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

8 MASTERCARD JUNE 30, 2024 FORM 10-Q

PART I

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)
Three Months Ended June 30, 2024
Balance at beginning of period						$	—					$	—					$	5,920					$	(62,434)					$	64,959					$	(1,202)					$	7,243					$	43					$	7,286
Net income						—						—						—						—						3,258						—						3,258						—						3,258
Activity related to non-controlling interests						—						—						—						—						—						—						—						(4)						(4)
Redeemable non-controlling interest adjustments						—						—						—						—						(2)						—						(2)						—						(2)
Other comprehensive income (loss)						—						—						—						—						—						(3)						(3)						—						(3)
Dividends						—						—						—						—						(611)						—						(611)						—						(611)
Purchases of treasury stock						—						—						—						(2,633)						—						—						(2,633)						—						(2,633)
Share-based payments						—						—						169						—						—						—						169						—						169
Balance at end of period						$	—					$	—					$	6,089					$	(65,067)					$	67,604					$	(1,205)					$	7,421					$	39					$	7,460

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The following tables provide a summary of the growth trends in our key drivers:

						Three Months Ended June 30,																								Six Months Ended June 30,
						2024												2023												2024												2023
						Increase/(Decrease)																								Increase/(Decrease)
						USD						Local						USD						Local						USD						Local						USD						Local
Mastercard-branded GDV growth 1						6%						9%						10%						12%						7%						10%						11%						14%
United States						6%						6%						6%						6%						6%						6%						7%						7%
Worldwide less United States						6%						11%						12%						16%						8%						12%						12%						18%
Cross-border volume growth 1						15%						17%						23%						24%						17%						18%						26%						29%

						Three Months Ended June 30,												Six Months Ended June 30,
						2024						2023						2024						2023
						Increase/(Decrease)												Increase/(Decrease)
Switched transactions growth						11%						17%						12%						15%

1 Excludes volume generated by Maestro and Cirrus cards.

Key Metrics related to the Payment Network

Assessments represent agreed-upon standard pricing provided to our customers based on various forms of payment-related activity. Assessments are used internally by management to monitor operating performance as it allows for comparability and provides visibility into cardholder trends. Assessments do not represent our net revenue.

The following provides additional information on our key metrics related to the payment network:

• Domestic assessments** are charges based on activity related to cards that carry the Company’s brands where the merchant country and the country of issuance are the same. These assessments are primarily driven by the domestic dollar volume of activity (e.g., domestic purchase volume, domestic cash volume) or the number of cards issued.

• Cross-border assessments** are charges based on activity related to cards that carry the Company’s brands where the merchant country and the country of issuance are different. These assessments are primarily driven by the cross-border dollar volume of activity (e.g., cross-border purchase volume, cross-border cash volume).

• Transaction processing assessments** are charges primarily driven by the number of switched transactions on our payment network. Switching activities include:

◦Authorization, the process by which a transaction is routed to the issuer for approval

◦Clearing, the determination and exchange of financial transaction information between issuers and acquirers after a transaction has been successfully conducted at the point of interaction

◦Settlement, which facilitates the determination and exchange of funds between parties

These assessments can also include connectivity services and network access, which are based on the volume of data transmitted and the number of authorization and settlement messages.

• Other network assessments** are charges for licensing, implementation and other franchise fees.

The following table provides a summary of our key metrics related to the payment network:

						Three Months Ended June 30,												Increase/(Decrease)												Six Months Ended June 30,												Increase/(Decrease)
						2024						2023						As reported						Currency-neutral						2024						2023						As reported						Currency-neutral
						($ in millions)
Domestic assessments						$	2,596					$	2,468					5%						7%						$	5,066					$	4,722					7%						9%
Cross-border assessments						$	2,433					$	2,050					19%						21%						$	4,671					$	3,899					20%						21%
Transaction processing assessments						$	3,324					$	2,979					12%						13%						$	6,410					$	5,731					12%						12%
Other network assessments						$	244					$	270					(9)%						(9)%						$	470					$	483					(3)%						(3)%

MASTERCARD JUNE 30, 2024 FORM 10-Q 35

PART I

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

Foreign Currency

Currency Impact

Our primary revenue functional currencies are the U.S. dollar, euro, British pound and the Brazilian real. 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 are also 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”), which is used in the calculation of our key metrics related to domestic assessments and cross-border assessments as well as certain volume-related rebates and incentives. GDV is calculated based on local currency spending volume converted to U.S. dollars and euros using average exchange rates for the period. As a result, our key metrics related to domestic assessments and cross-border assessments as well as certain volume-related rebates and incentives are impacted by the strengthening or weakening of the U.S. dollar and euro versus 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 transactional currency impact of converting Australian dollars to our U.S. dollar billing currency will have an impact on the revenue generated. The strengthening or weakening of the U.S. dollar is evident when GDV growth on a U.S. dollar-converted basis is compared to GDV growth on a local currency basis. For the three and six months ended June 30, 2024, GDV on a U.S. dollar-converted basis increased 6% and 7%, respectively, while GDV on a local currency basis increased 9% and 10%, respectively, versus the comparable periods in 2023. Further, the impact from transactional currency occurs in our key metrics related to transaction processing assessments and other network assessments as well as value-added services and solutions revenue and operating expenses when the transacting currency of these items is different than the functional currency of the entity.

To manage the impact of foreign currency variability on anticipated revenues and expenses, we may enter into foreign exchange derivative contracts and designate such derivatives as hedging instruments in a cash flow hedging relationship as discussed further in Note 16 (Derivative and Hedging Instruments) to the consolidated financial statements included in Part I, Item 1.

Foreign Exchange Activity

We incur foreign currency gains and losses from remeasuring monetary assets and liabilities, including settlement assets and obligations, that are denominated in a currency other than the functional currency of the entity. To manage this foreign exchange risk, we may enter into foreign exchange derivative contracts to economically hedge the foreign currency exposure of our nonfunctional currency monetary assets and liabilities. The gains or losses resulting from the changes in fair value of these contracts are intended to reduce the potential effect of the underlying hedged exposure and are recorded net within general and administrative expenses on the consolidated statement of operations. The impact of this foreign exchange activity, including the related hedging activities, has not been eliminated in our currency-neutral results.

Our foreign exchange risk management activities are discussed further in Note 16 (Derivative and Hedging Instruments) to the consolidated financial statements included in Part I, Item 1.

Financial Results

Net Revenue

The components of net revenue were as follows:

						Three Months Ended June 30,												Increase/(Decrease)						Six Months Ended June 30,												Increase/(Decrease)
						2024						2023									2024						2023
						($ in millions)
Payment network						$	4,375					$	4,073					7%						$	8,295					$	7,723					7%
Value-added services and solutions						2,586						2,196						18%						5,014						4,294						17%
Total net revenue						$	6,961					$	6,269					11%						$	13,309					$	12,017					11%

For the three months ended June 30, 2024, net revenue increased 11%, or 13% on a currency-neutral basis, versus the comparable period in 2023. The increase in net revenue was attributable to both our payment network and value-added services and solutions.

Net revenue from our payment network increased 7%, or 9% on a currency-neutral basis, versus the comparable period in 2023. The increase was primarily driven by growth in domestic and cross-border dollar volumes and an increase in the number of switched transactions, reflecting trends of growth in our key drivers. Net revenue from our payment network included $4,222 million of rebates and incentives provided to customers, which increased 14%, or 16% on a currency-neutral basis, versus the comparable period in 2023, primarily due to an increase in our key drivers as well as new and renewed deals.

36 MASTERCARD JUNE 30, 2024 FORM 10-Q

PART I

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

Net revenue from our value-added services and solutions increased 18%, or 19% on a currency-neutral basis, versus the comparable period in 2023. The increase was driven primarily by (1) growth in our underlying key drivers and (2) our consulting, data analytics and marketing services, and fraud and security and identity and authentication solutions.

For the six months ended June 30, 2024, net revenue increased 11%, or 12% on a currency-neutral basis, versus the comparable period in 2023. The increase in net revenue was attributable to both our payment network and value-added services and solutions.

Net revenue from our payment network increased 7%, or 9% on a currency-neutral basis, versus the comparable period in 2023. The increase was primarily driven by growth in domestic and cross-border dollar volumes and an increase in the number of switched transactions, reflecting trends of growth in our key drivers. Net revenue from our payment network included $8,322 million of rebates and incentives provided to customers, which increased 17%, or 18% on a currency-neutral basis, versus the comparable period in 2023, primarily due to an increase in our key drivers as well as new and renewed deals.

Net revenue from our value-added services and solutions increased 17%, on both an as reported and currency-neutral basis, versus the comparable period in 2023. The increase was driven primarily by (1) growth in our underlying key drivers and (2) our consulting, data analytics and marketing services, and fraud and security and identity and authentication solutions.

See Note 3 (Revenue) 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, 2023 for a further discussion of our revenue recognition policies.

Drivers of Change

The following table summarizes the drivers of change in net revenue:

						Three Months Ended June 30, 2024
						Increase/(Decrease)
						Operational																		Acquisitions						Currency impact 1												Total
Payment network						9		%																			**						(2)		%													7		%
Value-added services and solutions						19		%																			—		%				(1)		%													18		%
Net revenue						13		%																			—		%				(2)		%													11		%

						Six Months Ended June 30, 2024
						Increase/(Decrease)
						Operational															Acquisitions						Currency impact 1												Total
Payment network						9		%																**						(1)		%										7		%
Value-added services and solutions						17		%																—		%				—		%										17		%
Net revenue						12		%																—		%				(1)		%										11		%

Note: Tables may not sum due to rounding.

** Not applicable.

1Includes the translational and transactional impact of currency and the related impact of our foreign exchange derivative contracts designated as cash flow hedging instruments. See “Non-GAAP Financial Information - Currency-neutral Growth Rates” for further information on our currency impact non-GAAP adjustment.

MASTERCARD JUNE 30, 2024 FORM 10-Q 37

PART I

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

Operating Expenses

For the three months ended June 30, 2024, operating expenses increased 12% versus the comparable period in 2023. Adjusted operating expenses increased 9%, or 10% on a currency-neutral basis, versus the comparable period in 2023.

For the six months ended June 30, 2024, operating expenses increased 8% versus the comparable period in 2023. Adjusted operating expenses increased 9%, on both an as adjusted and currency-neutral basis, versus the comparable period in 2023.

The components of operating expenses were as follows:

						Three Months Ended June 30,												Increase/ (Decrease)						Six Months Ended June 30,												Increase/ (Decrease)
						2024						2023									2024						2023
						($ in millions)
General and administrative						$	2,418					$	2,200					10%						$	4,704					$	4,243					11%
Advertising and marketing						184						201						(8)%						300						368						(19)%
Depreciation and amortization						225						192						17%						441						383						15%
Provision for litigation						98						20						**						224						231						**
Total operating expenses						2,925						2,613						12%						5,669						5,225						8%
Special Items 1						(98)						(20)						**						(224)						(231)						**
Adjusted total operating expenses (excluding Special Items 1)						$	2,828					$	2,592					9%						$	5,445					$	4,993					9%

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.

Drivers of Change

The following table summarizes the drivers of change in operating expenses:

						Three Months Ended June 30, 2024
						Increase/(Decrease)
						Operational						Acquisitions						Currency impact 1, 2						Special Items 2, 3						Total
General and administrative						10%						—%						(1)%						**						10%
Advertising and marketing						(7)%						—%						(1)%						**						(8)%
Depreciation and amortization						17%						—%						—%						**						17%
Provision for litigation						**						**						**						**						**
Total operating expenses						9%						—%						(1)%						3%						12%

						Six Months Ended June 30, 2024
						Increase/(Decrease)
						Operational						Acquisitions						Currency impact 1, 2						Special Items 2, 3						Total
General and administrative						11%						—%						—%						**						11%
Advertising and marketing						(18)%						—%						—%						**						(19)%
Depreciation and amortization						14%						—%						—%						**						15%
Provision for litigation						**						**						**						**						**
Total operating expenses						9%						—%						—%						(1)%						8%

Note: Tables may not sum due to rounding.

** Not applicable/meaningful.

1Represents the translational and transactional impact of currency.

2See “Non-GAAP Financial Information” for further information on our non-GAAP adjustments and the reconciliation to GAAP reported amounts.

3The Special Items driver of change related to provision for litigation is reflected in total operating expenses.

38 MASTERCARD JUNE 30, 2024 FORM 10-Q

PART I

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

General and Administrative

For the three months ended June 30, 2024, general and administrative expenses increased 10%, or 11% on a currency-neutral basis, versus the comparable period in 2023. For the six months ended June 30, 2024, general and administrative expenses increased 11%, on both an as reported and currency-neutral basis, versus the comparable period in 2023. The increase for both the three and six months ended June 30, 2024 was due to higher personnel and data processing costs to support the continued investment in our strategic initiatives across payments and value-added services and solutions.

The components of general and administrative expenses were as follows:

						Three Months Ended June 30,												Increase/ (Decrease)						Six Months Ended June 30,												Increase/(Decrease)
						2024						2023									2024						2023
						($ in millions)
Personnel						$	1,607					$	1,495					7%						$	3,121					$	2,921					7%
Professional fees						113						114						—%						229						214						7%
Data processing and telecommunications						278						246						13%						541						481						12%
Foreign exchange activity 1						5						24						**						33						40						(19)%
Other						415						321						30%						780						587						33%
Total general and administrative expenses						$	2,418					$	2,200					10%						$	4,704					$	4,243					11%

Note: Table may not sum due to rounding.

** Not meaningful.

1Foreign exchange activity includes the impact of remeasurement of assets and liabilities denominated in foreign currencies net of the impact of gains and losses on foreign exchange derivative contracts. See Note 16 (Derivative and Hedging Instruments) to the consolidated financial statements included in Part I, Item 1 for further discussion.

Advertising and Marketing

For the three months ended June 30, 2024, advertising and marketing expenses decreased 8%, or 7% on a currency-neutral basis, versus the comparable period in 2023, primarily due to timing of marketing campaigns.

For the six months ended June 30, 2024, advertising and marketing expenses decreased 19%, or 18% on a currency-neutral basis, versus the comparable period in 2023, primarily due to timing of spending on sponsorships as well as timing of marketing campaigns.

Depreciation and Amortization

For the three months ended June 30, 2024, depreciation and amortization expenses increased 17%, on both an as reported and currency-neutral basis, versus the comparable period in 2023. For the six months ended June 30, 2024, depreciation and amortization expenses increased 15%, or 14% on a currency-neutral basis, versus the comparable period in 2023. The increase for both the three and six months ended June 30, 2024 was primarily due to increased software capitalization driven by the continued growth of our business.

Provision for Litigation

For the three months ended June 30, 2024, we recorded charges of $98 million, primarily as a result of settlements with a number of U.K. merchants. For the six months ended June 30, 2024, we recorded charges of $224 million, primarily as a result of settlements with a number of U.K. merchants and a legal provision associated with the ATM non-discrimination rule surcharge complaints. See “Non-GAAP Financial Information” in this section and Note 14 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part I, Item 1 of this Report for further discussion.

MASTERCARD JUNE 30, 2024 FORM 10-Q 39

PART I

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

Other Income (Expense)

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

						Three Months Ended June 30,												Increase/ (Decrease)						Six Months Ended June 30,															Increase/ (Decrease)
						2024						2023									2024						2023
						($ in millions)
Investment income						$	60					$	59					2%						$	155					$	114								36%
Gains (losses) on equity investments, net						(13)						123						**						(7)						(89)									**
Interest expense						(153)						(144)						6%						(303)						(276)									10%
Other income (expense), net						9						10						(14)%						12						16									27%
Total other income (expense)						(97)						48						**						(143)						(235)									39%
(Gains) losses on equity investments 1						13						(123)						**						7						89									**
Adjusted total other income (expense) 1						$	(84)					$	(75)					12%						$	(136)					$	(146)								(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.

Income Taxes

The effective income tax rates were 17.3% and 23.2% for the three months ended June 30, 2024 and 2023, respectively. The adjusted effective income tax rates were 17.5% and 23.9% for the three months ended June 30, 2024 and 2023, respectively. The effective income tax rates were 16.4% and 20.6% for the six months ended June 30, 2024 and 2023, respectively. The adjusted effective income tax rates were 16.7% and 21.2% for the six months ended June 30, 2024 and 2023, respectively. Both the as-reported and as-adjusted effective income tax rates for the three and six months ended June 30, 2024 were lower versus the comparable periods in 2023, primarily due to a $212 million discrete tax expense in the second quarter of 2023 to establish a valuation allowance associated with the U.S. foreign tax credit carryforward deferred tax asset resulting from foreign tax legislation enacted in Brazil in 2023. A change in our geographic mix of earnings also contributed to the lower effective income tax rates for the current periods.

The Organization for Economic Co-operation and Development (“OECD”) Pillar 2 guidelines published to date include transition and safe harbor rules around the implementation of the Pillar 2 global minimum tax of 15%. Based on current enacted legislation effective in 2024 and our structure, we do not expect a material impact in 2024. We are monitoring developments and evaluating the impacts these new rules may have on our future effective income tax rate, tax payments, financial condition and results of operations.

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:

			June 30, 2024						December 31, 2023
			(in billions)
Cash, cash equivalents and investments 1			$	7.4					$	9.2
Unused line of credit			$	8.0					$	8.0

1 Investments include available-for-sale securities and held-to-maturity securities. This amount excludes restricted cash and restricted cash equivalents of $1.8 billion and $1.9 billion at June 30, 2024 and December 31, 2023, 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, which include litigation provisions and credit and settlement exposure.

Our liquidity and access to capital could be negatively impacted by global credit market conditions. We guarantee the settlement of many of the transactions between our customers. Historically, payments under these guarantees have not been significant; however, historical trends may not be indicative 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 and market conditions, including, but not limited to the health of the financial institutions in a country or region. See Note 15 (Settlement and Other Risk Management) to the consolidated financial statements in Part I, Item 1 for a description of these guarantees.

40 MASTERCARD JUNE 30, 2024 FORM 10-Q

PART I

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

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 of our Annual Report on Form 10-K for the year ended December 31, 2023 and Note 14 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part I, Item 1 of this Report.

Cash Flows

The table below shows a summary of the cash flows from operating, investing and financing activities:

			Six Months Ended June 30,
			2024						2023
			(in millions)
Net cash provided by operating activities			$	4,810					$	4,617
Net cash used in investing activities			$	(468)					$	(615)
Net cash used in financing activities			$	(5,938)					$	(4,734)

Net cash provided by operating activities increased $193 million for the six months ended June 30, 2024, versus the comparable period in 2023, primarily due to higher net income after adjusting for non-cash items, partially offset by higher customer incentive payments.

Net cash used in investing activities decreased $147 million for the six months ended June 30, 2024, versus the comparable period in 2023, primarily due to higher proceeds from maturities of investment securities, partially offset by purchases of investment securities.

Net cash used in financing activities increased $1,204 million for the six months ended June 30, 2024, versus the comparable period in 2023, primarily due to the repayment of the 2014 USD Notes and lower cash proceeds received from debt issuances in the current period versus the comparable period, partially offset by less cash paid for repurchases of our Class A common stock.

Debt and Credit Availability

In April 2024, $1 billion of principal related to the 2014 USD Notes matured and was paid. In May 2024, we issued $1 billion principal amount of notes due May 2034 (the “2024 USD Notes”). The net proceeds from the issuance of the 2024 USD Notes, after deducting the original issue discount, underwriting discount and offering expenses, were $983 million. Our total debt outstanding was $15.6 billion and $15.7 billion at June 30, 2024 and December 31, 2023, respectively, with the earliest maturity of INR28.1 billion ($337 million as of June 30, 2024) of principal that occurred in July 2024.

As of June 30, 2024, we have a commercial paper program (the “Commercial Paper Program”), under which we are authorized to issue up to $8 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 $8 billion revolving credit facility (the “Credit Facility”), which expires in November 2028.

Borrowings under the Commercial Paper Program and the Credit Facility are to be used 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 June 30, 2024 and December 31, 2023.

See Note 9 (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, 2023 for further discussion on our debt, the Commercial Paper Program and the Credit Facility.

Dividends and Share Repurchases

We have historically paid quarterly dividends on our outstanding Class A common stock and Class B common stock. Subject to legally available funds, we intend to continue to pay a quarterly cash dividend. 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 $1,231 million for the six months ended June 30, 2024.

On December 5, 2023, our Board of Directors declared a quarterly cash dividend of $0.66 per share paid on February 9, 2024 to holders of record on January 9, 2024 of our Class A common stock and Class B common stock. The aggregate amount of this dividend was $616 million.

On February 6, 2024, our Board of Directors declared a quarterly cash dividend of $0.66 per share paid on May 9, 2024 to holders of record on April 9, 2024 of our Class A common stock and Class B common stock. The aggregate amount of this dividend was $615 million.

MASTERCARD JUNE 30, 2024 FORM 10-Q 41

PART I

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

On June 18, 2024, our Board of Directors declared a quarterly cash dividend of $0.66 per share payable on August 9, 2024 to holders of record on July 9, 2024 of our Class A common stock and Class B common stock. The aggregate amount of this dividend is $611 million.

Repurchased shares of our common stock are considered treasury stock. In December 2023 and 2022, our Board of Directors approved share repurchase programs of our Class A common stock authorizing us to repurchase up to $11.0 billion and $9.0 billion, respectively. The program approved in 2023 became effective in May 2024 after the completion of the share repurchase program approved in 2022. The timing and actual number of additional shares repurchased will depend on a variety of factors, including cash requirements to meet the operating needs of the business, legal requirements, as well as the share price and economic and market conditions. The following table summarizes our share repurchase authorizations and repurchase activity of our Class A common stock through June 30, 2024:

												(in millions, except average price data)
Remaining authorization at December 31, 2023																		$	14,142
Dollar-value of shares repurchased during the six months ended June 30, 2024 1																		$	4,631
Remaining authorization at June 30, 2024																		$	9,512
Shares repurchased during the six months ended June 30, 2024																		10.2
Average price paid per share during the six months ended June 30, 2024																		$	454.92

Note: Table may not sum due to rounding.

1 The dollar-value of shares repurchased does not include a 1% excise tax. The incremental tax is recorded in treasury stock on the consolidated balance sheet.

Recent Accounting Pronouncements

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