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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 September 30, 2024


☐			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 October 28, 2024, there were 910,767,523 shares outstanding of the registrant’s Class A common stock, par value $0.0001 per share; and 7,063,505 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
43	Item 3.	Quantitative and qualitative disclosures about market risk
44	Item 4.	Controls and procedures


PART II	46	Item 1.	Legal proceedings
46	Item 1A.	Risk factors
46	Item 2.	Unregistered sales of equity securities and use of proceeds
46	Item 5.	Other information
46	Item 6.	Exhibits
48	-	Signatures

2 MASTERCARD SEPTEMBER 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 SEPTEMBER 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 Nine Months Ended September 30, 2024 and 2023						6
Consolidated Statement of Comprehensive Income — Three and Nine Months Ended September 30, 2024 and 2023						7
Consolidated Balance Sheet — September 30, 2024 and December 31, 2023						8
Consolidated Statement of Changes in Equity — Three and Nine Months Ended September 30, 2024 and 2023						9
Consolidated Statement of Cash Flows — Nine Months Ended September 30, 2024 and 2023						11
Notes to consolidated financial statements						12

MASTERCARD SEPTEMBER 30, 2024 FORM 10-Q 5

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


Consolidated Statement of Operations (Unaudited)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions, except per share data)
Net Revenue	$	7,369	$	6,533	$	20,678	$	18,550
Operating Expenses:
General and administrative	2,744		2,285		7,448		6,528
Advertising and marketing	220		193		520		561
Depreciation and amortization	225		211		666		594
Provision for litigation	176		—		400		231
Total operating expenses	3,365		2,689		9,034		7,914
Operating income	4,004		3,844		11,644		10,636
Other Income (Expense):
Investment income	76		71		231		185
Gains (losses) on equity investments, net	(62)		(6)		(69)		(95)
Interest expense	(159)		(151)		(462)		(427)
Other income (expense), net	7		3		19		19
Total other income (expense)	(138)		(83)		(281)		(318)
Income before income taxes	3,866		3,761		11,363		10,318
Income tax expense	603		563		1,831		1,914
Net Income	$	3,263	$	3,198	$	9,532	$	8,404
Basic Earnings per Share	$	3.54	$	3.40	$	10.27	$	8.88
Basic weighted-average shares outstanding	923		941		928		947
Diluted Earnings per Share	$	3.53	$	3.39	$	10.25	$	8.85
Diluted weighted-average shares outstanding	925		943		930		949

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

6 MASTERCARD SEPTEMBER 30, 2024 FORM 10-Q

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


Consolidated Statement of Comprehensive Income (Unaudited)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in millions)
Net Income	$	3,263	$	3,198	$	9,532	$	8,404
Other comprehensive income (loss):
Foreign currency translation adjustments	262		(239)		48		(92)
Income tax effect	(8)		1		19		(13)
Foreign currency translation adjustments, net of income tax effect	254		(238)		67		(105)

Translation adjustments on net investment hedges	(183)		138		(134)		53
Income tax effect	40		(31)		29		(12)
Translation adjustments on net investment hedges, net of income tax effect	(143)		107		(105)		41

Cash flow hedges	(110)		17		3		(7)
Income tax effect	6		(4)		(2)		2
Reclassification adjustments for cash flow hedges	124		12		61		29
Income tax effect	(1)		(3)		(2)		(7)
Cash flow hedges, net of income tax effect	19		22		60		17

Defined benefit pension and other postretirement plans	—		—		2		—
Income tax effect	—		—		—		—


Defined benefit pension and other postretirement plans, net of income tax effect	—		—		2		—

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

Other comprehensive income (loss), net of income tax effect	132		(108)		26		(44)
Comprehensive Income	$	3,395	$	3,090	$	9,558	$	8,360

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

MASTERCARD SEPTEMBER 30, 2024 FORM 10-Q 7

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


Consolidated Balance Sheet (Unaudited)
	September 30, 2024		December 31, 2023
	(in millions, except per share data)
Assets
Current assets:
Cash and cash equivalents	$	11,063	$	8,588

Restricted security deposits held for customers	1,868		1,845
Investments	338		592
Accounts receivable	4,014		4,060
Settlement assets	1,978		1,233
Prepaid expenses and other current assets	3,039		2,643
Total current assets	22,300		18,961
Property, equipment and right-of-use assets, net of accumulated depreciation and amortization of $2,435 and $2,237, respectively	2,176		2,061
Deferred income taxes	1,612		1,355
Goodwill	7,721		7,660
Other intangible assets, net of accumulated amortization of $2,453 and $2,209, respectively	4,235		4,086
Other assets	9,193		8,325
Total Assets	$	47,237	$	42,448
Liabilities, Redeemable Non-controlling Interests and Equity
Current liabilities:
Accounts payable	$	911	$	834
Settlement obligations	2,129		1,399
Restricted security deposits held for customers	1,868		1,845
Accrued litigation	665		723
Accrued expenses	9,105		8,517
Short-term debt	750		1,337
Other current liabilities	1,866		1,609
Total current liabilities	17,294		16,264
Long-term debt	17,608		14,344
Deferred income taxes	349		369
Other liabilities	4,488		4,474
Total Liabilities	39,739		35,451
Commitments and Contingencies
Redeemable Non-controlling Interests	23		22
Stockholders’ Equity
Class A common stock, $0.0001 par value; authorized 3,000 shares, 1,404 and 1,402 shares issued and 913 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	6,290		5,893
Class A treasury stock, at cost, 491 and 475 shares, respectively	(68,035)		(60,429)
Retained earnings	70,258		62,564
Accumulated other comprehensive income (loss)	(1,073)		(1,099)
Mastercard Incorporated Stockholders' Equity	7,440		6,929
Non-controlling interests	35		46
Total Equity	7,475		6,975
Total Liabilities, Redeemable Non-controlling Interests and Equity	$	47,237	$	42,448

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

8 MASTERCARD SEPTEMBER 30, 2024 FORM 10-Q

PART I

Next: Item 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)