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 March 31, 2025

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 April 28, 2025, there were 901,263,158 shares outstanding of the registrant’s Class A common stock, par value $0.0001 per share; and 6,784,465 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)
28			Item 2.			Management’s discussion and analysis of financial condition and results of operations
38			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 securities and use of proceeds
42			Item 5.			Other information
42			Item 6.			Exhibits
44			-			Signatures

2 MASTERCARD MARCH 31, 2025 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 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, 2024 (“2024 Form 10-K”). 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, 2025 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 Statements of Operations — Three Months Ended March 31, 2025 and 2024						6
Consolidated Statements of Comprehensive Income — Three Months Ended March 31, 2025 and 2024						7
Consolidated Balance Sheets — March 31, 2025 and December 31, 2024						8
Consolidated Statements of Changes in Equity — Three Months Ended March 31, 2025 and 2024						9
Consolidated Statements of Cash Flows — Three Months Ended March 31, 2025 and 2024						10
Notes to consolidated financial statements						11

MASTERCARD MARCH 31, 2025 FORM 10-Q 5

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Consolidated Statements of Operations (Unaudited)
												Three Months Ended March 31,
																		2025						2024
																		(in millions, except per share data)
Net Revenue																		$	7,250					$	6,348
Operating Expenses:
General and administrative																		2,523						2,286
Advertising and marketing																		152						116
Depreciation and amortization																		275						216
Provision for litigation																		151						126
Total operating expenses																		3,101						2,744
Operating income																		4,149						3,604
Other Income (Expense):
Investment income																		88						95
Gains (losses) on equity investments, net																		(29)						6
Interest expense																		(182)						(150)
Other income (expense), net																		5						3
Total other income (expense)																		(118)						(46)
Income before income taxes																		4,031						3,558
Income tax expense																		751						547
Net Income																		$	3,280					$	3,011
Basic Earnings per Share																		$	3.60					$	3.23
Basic weighted-average shares outstanding																		912						933
Diluted Earnings per Share																		$	3.59					$	3.22
Diluted weighted-average shares outstanding																		914						935

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

6 MASTERCARD MARCH 31, 2025 FORM 10-Q

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Consolidated Statements of Comprehensive Income (Unaudited)
												Three Months Ended March 31,
																		2025						2024
																		(in millions)
Net Income																		$	3,280					$	3,011
Other comprehensive income (loss):
Foreign currency translation adjustments																		275						(168)
Income tax effect																		(12)						9
Foreign currency translation adjustments, net of income tax effect																		263						(159)
Translation adjustments on net investment hedges																		(53)						47
Income tax effect																		12						(11)
Translation adjustments on net investment hedges, net of income tax effect																		(41)						36
Cash flow hedges																		(48)						22
Income tax effect																		5						(5)
Reclassification adjustments for cash flow hedges																		98						5
Income tax effect																		1						(2)
Cash flow hedges, net of income tax effect																		56						20
Other comprehensive income (loss), net of income tax effect																		278						(103)
Comprehensive Income																		$	3,558					$	2,908

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

MASTERCARD MARCH 31, 2025 FORM 10-Q 7

PART I

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Consolidated Balance Sheets (Unaudited)
						March 31, 2025						December 31, 2024
						(in millions, except per share data)
Assets
Current assets:
Cash and cash equivalents						$	7,575					$	8,442
Restricted cash and restricted cash equivalents						507						492
Restricted security deposits held for customers						1,900						1,874
Investments						319						330
Accounts receivable						3,965						3,773
Settlement assets						2,119						1,821
Prepaid expenses and other current assets						3,419						2,992
Total current assets						19,804						19,724
Property, equipment and right-of-use assets, net of accumulated depreciation and amortization of $2,501 and $2,393, respectively						2,171						2,138
Deferred income taxes						1,575						1,614
Goodwill						9,352						9,193
Other intangible assets, net of accumulated amortization of $2,565 and $2,400, respectively						5,533						5,453
Other assets						10,035						9,959
Total Assets						$	48,470					$	48,081
Liabilities and Equity
Current liabilities:
Accounts payable						$	993					$	929
Settlement obligations						2,441						2,316
Restricted security deposits held for customers						1,900						1,874
Accrued litigation						1,057						930
Accrued expenses						9,263						10,393
Short-term debt						—						750
Other current liabilities						2,174						2,028
Total current liabilities						17,828						19,220
Long-term debt						18,802						17,476
Deferred income taxes						315						317
Other liabilities						4,829						4,553
Total Liabilities						41,774						41,566
Commitments and Contingencies
Stockholders’ Equity
Class A common stock, $0.0001 par value; authorized 3,000 shares, 1,405 and 1,404 shares issued and 903 and 907 shares outstanding, respectively						—						—
Class B common stock, $0.0001 par value; authorized 1,200 shares, 7 shares issued and outstanding, respectively						—						—
Additional paid-in-capital						6,326						6,442
Class A treasury stock, at cost, 502 and 497 shares, respectively						(73,995)						(71,431)
Retained earnings						75,495						72,907
Accumulated other comprehensive income (loss)						(1,155)						(1,433)
Mastercard Incorporated Stockholders' Equity						6,671						6,485
Non-controlling interests						25						30
Total Equity						6,696						6,515
Total Liabilities and Equity						$	48,470					$	48,081

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

8 MASTERCARD MARCH 31, 2025 FORM 10-Q

PART I