Cover and table of contents

30K characters. Original on sec.gov · Markdown

Cover and table of contents

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, 2022


☐			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
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 25, 2022, there were 958,675,890 shares outstanding of the registrant’s Class A common stock, par value $0.0001 per share; and 7,700,184 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
44	Item 3.	Quantitative and qualitative disclosures about market risk
45	Item 4.	Controls and procedures


PART II	47	Item 1.	Legal proceedings
47	Item 1A.	Risk factors
47	Item 2.	Unregistered sales of equity securities and use of proceeds
47	Item 5.	Other information
47	Item 6.	Exhibits
49	-	Signatures

2 MASTERCARD JUNE 30, 2022 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 payments systems, and issuer and acquirer 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 the global COVID-19 pandemic and measures taken in response
the impact of competition in the global payments industry (including disintermediation and pricing pressure)
the challenges relating to rapid technological developments and changes
the challenges relating to operating a real-time account-based 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)
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
events and resulting actions related to the Russian invasion of Ukraine
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, 2021 and in Part II, Item 1A - Risk Factors of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. 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, 2022 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, 2022 and 2021						6
Consolidated Statement of Comprehensive Income — Three and Six Months Ended June 30, 2022 and 2021						7
Consolidated Balance Sheet — June 30, 2022 and December 31, 2021						8
Consolidated Statement of Changes in Equity — Three and Six Months Ended June 30, 2022 and 2021						9
Consolidated Statement of Cash Flows — Six Months Ended June 30, 2022 and 2021						11
Notes to consolidated financial statements						12

MASTERCARD JUNE 30, 2022 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,
	2022		2021		2022		2021
	(in millions, except per share data)
Net Revenue	$	5,497	$	4,528	$	10,664	$	8,683
Operating Expenses:
General and administrative	1,947		1,718		3,791		3,394
Advertising and marketing	210		216		391		335
Depreciation and amortization	189		186		381		349
Provision for litigation	133		67		133		67
Total operating expenses	2,479		2,187		4,696		4,145
Operating income	3,018		2,341		5,968		4,538
Other Income (Expense):
Investment income	7		3		12		4
Gains (losses) on equity investments, net	(117)		243		(193)		337
Interest expense	(114)		(106)		(224)		(213)
Other income (expense), net	4		(3)		8		2
Total other income (expense)	(220)		137		(397)		130
Income before income taxes	2,798		2,478		5,571		4,668
Income tax expense	523		412		665		774
Net Income	$	2,275	$	2,066	$	4,906	$	3,894
Basic Earnings per Share	$	2.34	$	2.09	$	5.04	$	3.93
Basic weighted-average shares outstanding	971		990		974		992
Diluted Earnings per Share	$	2.34	$	2.08	$	5.02	$	3.91
Diluted weighted-average shares outstanding	974		994		977		996

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

6 MASTERCARD JUNE 30, 2022 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,
	2022		2021		2022		2021
	(in millions)
Net Income	$	2,275	$	2,066	$	4,906	$	3,894
Other comprehensive income (loss):
Foreign currency translation adjustments	(710)		143		(774)		(55)
Income tax effect	31		(9)		43		24
Foreign currency translation adjustments, net of income tax effect	(679)		134		(731)		(31)

Translation adjustments on net investment hedges	314		(61)		400		72
Income tax effect	(70)		14		(89)		(16)
Translation adjustments on net investment hedges, net of income tax effect	244		(47)		311		56

Cash flow hedges	6		(4)		7		(1)
Income tax effect	(2)		1		(2)		—
Reclassification adjustments for cash flow hedges	—		3		(5)		4
Income tax effect	—		(1)		1		(1)
Cash flow hedges, net of income tax effect	4		(1)		1		2



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

Investment securities available-for-sale	(2)		1		(4)		2
Income tax effect	—		(1)		1		(1)
Investment securities available-for-sale, net of income tax effect	(2)		—		(3)		1

Other comprehensive income (loss), net of tax	(434)		85		(423)		27
Comprehensive Income	$	1,841	$	2,151	$	4,483	$	3,921

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

MASTERCARD JUNE 30, 2022 FORM 10-Q 7

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


Consolidated Balance Sheet (Unaudited)
	June 30, 2022		December 31, 2021
	(in millions, except per share data)
Assets
Current assets:
Cash and cash equivalents	$	5,921	$	7,421
Restricted cash for litigation settlement	584		586
Investments	438		473
Accounts receivable	3,175		3,006
Settlement assets	1,063		1,319
Restricted security deposits held for customers	1,621		1,873
Prepaid expenses and other current assets	2,409		2,271
Total current assets	15,211		16,949
Property, equipment and right-of-use assets, net of accumulated depreciation and amortization of $1,736 and $1,614, respectively	1,950		1,907
Deferred income taxes	920		486
Goodwill	7,519		7,662
Other intangible assets, net of accumulated amortization of $1,839 and $1,755, respectively	3,676		3,671
Other assets	6,955		6,994
Total Assets	$	36,231	$	37,669
Liabilities, Redeemable Non-controlling Interests and Equity
Current liabilities:
Accounts payable	$	633	$	738
Settlement obligations	672		913
Restricted security deposits held for customers	1,621		1,873
Accrued litigation	923		840
Accrued expenses	6,111		6,642
Current portion of long-term debt	735		792
Other current liabilities	1,390		1,364
Total current liabilities	12,085		13,162
Long-term debt	13,746		13,109
Deferred income taxes	371		395
Other liabilities	3,767		3,591
Total Liabilities	29,969		30,257
Commitments and Contingencies
Redeemable Non-controlling Interests	26		29
Stockholders’ Equity
Class A common stock, $0.0001 par value; authorized 3,000 shares, 1,399 and 1,397 shares issued and 960 and 972 shares outstanding, respectively	—		—
Class B common stock, $0.0001 par value; authorized 1,200 shares, 8 shares issued and outstanding	—		—
Additional paid-in-capital	5,163		5,061
Class A treasury stock, at cost, 439 and 425 shares, respectively	(47,359)		(42,588)
Retained earnings	49,599		45,648
Accumulated other comprehensive income (loss)	(1,232)		(809)
Mastercard Incorporated Stockholders' Equity	6,171		7,312
Non-controlling interests	65		71
Total Equity	6,236		7,383
Total Liabilities, Redeemable Non-controlling Interests and Equity	$	36,231	$	37,669

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

8 MASTERCARD JUNE 30, 2022 FORM 10-Q

PART I

Next: Item 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)