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, 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