Mastercard Inc
For the period ended Sep 30, 2025. Filed Oct 30, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Oct 30, 2025
MA$652.70-0.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-07-31.
0001141391-25-000172
Item 2. Management’s discussion and analysis of financial condition and results of operationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-10-30.
0001141391-25-000193
Item 2. Management’s discussion and analysis of financial condition and results of operationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 138 previous paragraphs and 141 current paragraphs.
105 unchanged; 31 reworded; 4 added; 2 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 25 previous and 25 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
Restructuring charge
Current report
•In the three and nine months ended September 30, 2024, we recorded a restructuring charge of $190 million ($147 million after tax, or $0.16 per diluted share). The restructuring action was intended to streamline our organization, delivering efficiencies to enable reinvestment in our business to support the realization of our long-term growth opportunities.
Current report
For the nine months ended September 30, 2025:
Current report
1 For the three and nine months ended September 30, 2024, total general and administrative expenses included a restructuring charge of $190 million. See “Non-GAAP Financial Information” for further information.
Removed paragraphs (2)
Previous report
For the six months ended June 30, 2025:
Previous report
** Not meaningful.
Reworded paragraphs (31)
Previous wording
Key highlights for the three and six months ended June 30, 2025, versus the comparable periods in 2024:
Current wording
Key highlights for the three and nine months ended September 30, 2025, versus the comparable periods in 2024:
Previous wording
Other financial highlights for the six months ended June 30, 2025 were as follows:
Current wording
Other financial highlights for the nine months ended September 30, 2025 were as follows:
Previous wording
•We generated net cash flows from operations of $7.0 billion.
Current wording
•We generated net cash flows from operations of $12.6 billion.
Previous wording
•We repurchased 8.9 million shares of our common stock for $4.8 billion and paid dividends of $1.4 billion.
Current wording
•We repurchased 14.7 million shares of our common stock for $8.2 billion and paid dividends of $2.1 billion.
Previous wording
•In thethree and six months ended June 30, 2025, we recorded net gains of $4 million ($5 million after tax, or $0.01 per diluted share) and net losses of $25 million ($19 million after tax, or $0.02 per diluted share), respectively, primarily related to unrealized fair market value adjustments on marketable and nonmarketable equity securities.
Current wording
•In thethree and nine months ended September 30, 2025, we recorded net gains of $41 million ($31 million after tax, or $0.03 per diluted share) and $16 million ($11 million after tax, or $0.01 per diluted share), respectively, primarily related to unrealized fair market value adjustments on marketable and nonmarketable equity securities.
Previous wording
•In the three and six months ended June 30, 2024, we recorded net losses of $13 million ($10 million after tax, or $0.01 per diluted share) and $7 million ($4 million after tax, or an immaterial impact per diluted share), respectively, primarily related to unrealized fair market value adjustments on marketable and nonmarketable equity securities.
Current wording
•In the three and nine months ended September 30, 2024, we recorded net losses of $62 million ($63 million after tax, or $0.07 per diluted share) and $69 million ($67 million after tax, or $0.07 per diluted share), respectively, primarily related to unrealized fair market value adjustments on marketable and nonmarketable equity securities.
Previous wording
•In the three months ended June 30, 2025, we recorded charges of $96 million ($73 million after tax, or $0.08 per diluted share), primarily due to a legal provision associated with the ATM non-discrimination rule surcharge complaints. In the six months ended June 30, 2025, we recorded charges of $247 million ($174 million after tax, or $0.19 per diluted share), primarily as a result of a change in estimate related to the claims of merchants who opted out of the U.S. merchant class litigation and a legal provision associated with the ATM non-discrimination rule surcharge complaints.
Current wording
•In the three months ended September 30, 2025, we recorded charges of $83 million ($65 million after tax, or $0.07 per diluted share), primarily due to a legal provision associated with the U.S. liability shift litigation. In the nine months ended September 30, 2025, we recorded charges of $330 million ($240 million after tax, or $0.26 per diluted share), primarily as a result of a change in estimate related to the claims of merchants who opted out of the U.S. merchant class litigation, a legal provision associated with the U.S. liability shift litigation and a legal provision associated with the ATM non-discrimination rule surcharge complaints.
Previous wording
•In the three months ended June 30, 2024, we recorded charges of $98 million ($73 million after tax, or $0.08 per diluted share), primarily as a result of settlements with a number of U.K. merchants. In the six months ended June 30, 2024, we recorded charges of $224 million ($160 million after tax, or $0.17 per diluted share), 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.
Current wording
•In the three months ended September 30, 2024, we recorded charges of $176 million ($120 million after tax, or $0.13 per diluted share), primarily as a result of a change in estimate related to the claims of merchants who opted out of the U.S. merchant class litigation. In the nine months ended September 30, 2024, we recorded charges of $400 million ($281 million after tax, or $0.30 per diluted share), primarily as a result of a change in estimate related to the claims of merchants who opted out of the U.S. merchant class litigation, settlements with a number of U.K. merchants and a legal provision associated with the ATM non-discrimination rule surcharge complaints.
Previous wording
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 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, 2025, GDV on a U.S. dollar-converted basis increased 9% and 7%, respectively, while GDV on a local currency basis increased 9% for each of the periods, versus the comparable periods in 2024. 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.
Current wording
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 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 nine months ended September 30, 2025, GDV on a U.S. dollar-converted basis increased 10% and 8%, respectively, while GDV on a local currency basis increased 9% for each of the periods, versus the comparable periods in 2024. 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.
Previous wording
Net revenue increased 17%, or 16% on a currency-neutral basis, versus the comparable period in 2024, which included a 1 percentage point increase from acquisitions completed in 2024 (“Acquisitions”). The increase in net revenue was attributable to both our payment network and value-added services and solutions.
Current wording
Net revenue increased 17%, or 15% on a currency-neutral basis, versus the comparable period in 2024, which included a 1 percentage point increase from acquisitions completed in 2024 (“Acquisitions”). The remaining increase in net revenue was attributable to organic growth in both our payment network and value-added services and solutions.
Previous wording
Net revenue from our payment network increased 13%, or 14% on a currency-neutral basis, versus the comparable period in 2024. The increase was primarily driven by growth in domestic and cross-border dollar volumes and an increase in the number of switched transactions, reflecting growth trends across all of our key drivers. Net revenue from our payment network included $9,502 million of rebates and incentives provided to customers, which increased 14%, or 16% on a currency-neutral basis, versus the comparable period in 2024, primarily due to an increase in our key drivers as well as new and renewed deals.
Current wording
Net revenue from our payment network increased 12%, or 10% on a currency-neutral basis, versus the comparable period in 2024. The increase was primarily driven by growth in domestic and cross-border dollar volumes and an increase in the number of switched transactions, reflecting growth trends across all of our key drivers. Net revenue from our payment network included $5,389 million of rebates and incentives provided to customers, which increased 16%, or 15% on a currency-neutral basis, versus the comparable period in 2024, primarily due to an increase in our key drivers as well as new and renewed deals.
Previous wording
Net revenue from our value-added services and solutions increased 20%, on both an as-reported and currency-neutral basis, versus the comparable period in 2024, which included a 4 percentage point increase from Acquisitions. The remaining increase was driven primarily by (1) our security and digital and authentication solutions, and consumer acquisition and engagement services, (2) growth in our underlying key drivers and (3) pricing.
Current wording
Net revenue from our value-added services and solutions increased 25%, or 22% on a currency-neutral basis, versus the comparable period in 2024, which included a 3 percentage point increase from Acquisitions. The remaining increase was driven primarily by (1) growth in our underlying key drivers, (2) our security and digital and authentication solutions, consumer acquisition and engagement services, and business and market insights and (3) pricing.
Previous wording
Net revenue increased 16%, on both an as-reported and currency-neutral basis, versus the comparable period in 2024, which included a 1 percentage point increase from Acquisitions. The remaining increase in net revenue was attributable to both our payment network and value-added services and solutions.
Current wording
Net revenue increased 16%, on both an as-reported and currency-neutral basis, versus the comparable period in 2024, which included a 1 percentage point increase from Acquisitions. The remaining increase in net revenue was attributable to organic growth in both our payment network and value-added services and solutions.
Previous wording
Net revenue from our payment network increased 13%, on both an as-reported and currency-neutral basis, versus the comparable period in 2024. The increase was primarily driven by growth in domestic and cross-border dollar volumes and an increase in the number of switched transactions, reflecting growth trends across all of our key drivers. Net revenue from our payment network included $4,923 million of rebates and incentives provided to customers, which increased 17%, or 16% on a currency-neutral basis, versus the comparable period in 2024, primarily due to an increase in our key drivers as well as new and renewed deals.
Current wording
Net revenue from our payment network increased 13%, on both an as-reported and currency-neutral basis, versus the comparable period in 2024. The increase was primarily driven by growth in domestic and cross-border dollar volumes and an increase in the number of switched transactions, reflecting growth trends across all of our key drivers. Net revenue from our payment network included $14,891 million of rebates and incentives provided to customers, which increased 15%, on both an as-reported and currency-neutral basis, versus the comparable period in 2024, primarily due to an increase in our key drivers as well as new and renewed deals.
Previous wording
Net revenue from our value-added services and solutions increased 23%, or 22% on a currency-neutral basis, versus the comparable period in 2024, which included a 4 percentage point increase from Acquisitions. The remaining increase was driven primarily by (1) our security and digital and authentication solutions, and consumer acquisition and engagement services, (2) growth in our underlying key drivers and (3) pricing.
Current wording
Net revenue from our value-added services and solutions increased 22%, or 21% on a currency-neutral basis, versus the comparable period in 2024, which included a 3 percentage point increase from Acquisitions. The remaining increase was driven primarily by (1) growth in our underlying key drivers, (2) our security and digital and authentication solutions, and consumer acquisition and engagement services and (3) pricing.
Previous wording
For the three months ended June 30, 2025, operating expenses increased 15% versus the comparable period in 2024. Adjusted operating expenses increased 15%, or 14% on a currency-neutral basis, versus the comparable period in 2024, which included a 4 percentage point increase from Acquisitions.
Current wording
For the three months ended September 30, 2025, operating expenses increased 5% versus the comparable period in 2024. Adjusted operating expenses increased 15%, or 14% on a currency-neutral basis, versus the comparable period in 2024, which included a 4 percentage point increase from Acquisitions.
Previous wording
For the six months ended June 30, 2025, operating expenses increased 14% versus the comparable period in 2024. Adjusted operating expenses increased 14%, on both an as-reported and currency-neutral basis, versus the comparable period in 2024, which included a 4 percentage point increase from Acquisitions.
Current wording
For the nine months ended September 30, 2025, operating expenses increased 11% versus the comparable period in 2024. Adjusted operating expenses increased 14%, on both an as-reported and currency-neutral basis, versus the comparable period in 2024, which included a 4 percentage point increase from Acquisitions.
Previous wording
For the six months ended June 30, 2025, general and administrative expenses increased 12%, or 13% on a currency-neutral basis, versus the comparable period in 2024, which included a 4 percentage point increase from Acquisitions. The remaining increase was primarily due to higher personnel costs to support the continued investment in our strategic initiatives across payments and value-added services and solutions.
Current wording
For the three months ended September 30, 2025, general and administrative expenses increased 7%, or 6% on a currency-neutral basis, versus the comparable period in 2024, which included a 4 percentage point increase from Acquisitions and an 8 percentage point decrease from Special Items. The remaining increase was primarily due to higher personnel costs to support the continued investment in our strategic initiatives across payments and value-added services and solutions as well as fulfillment costs to provide marketing services.
Previous wording
For the three months ended June 30, 2025, general and administrative expenses increased 14%, on both an as-reported and currency-neutral basis, versus the comparable period in 2024, which included a 4 percentage point increase from Acquisitions. The remaining increase was primarily due to higher personnel costs to support the continued investment in our strategic initiatives across payments and value-added services and solutions.
Current wording
For the nine months ended September 30, 2025, general and administrative expenses increased 10%, on both an as-reported and currency-neutral basis, versus the comparable period in 2024, which included a 4 percentage point increase from Acquisitions and a 3 percentage point decrease from Special Items. The remaining increase was primarily due to higher personnel costs to support the continued investment in our strategic initiatives across payments and value-added services and solutions as well as fulfillment costs to provide marketing services.
Previous wording
1 Foreign 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.
Current wording
2 Foreign 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.
Previous wording
For the six months ended June 30, 2025, advertising and marketing expenses increased 22%, or 21% on a currency-neutral basis, versus the comparable period in 2024, which included a 3 percentage point increase from Acquisitions. The remaining increase was primarily due to an increase in spending on sponsorships and marketing campaigns.
Current wording
For the three months ended September 30, 2025, advertising and marketing expenses increased 11%, or 9% on a currency-neutral basis, versus the comparable period in 2024, which included a 2 percentage point increase from Acquisitions. The remaining increase was primarily due to an increase in spending on sponsorships.
Previous wording
For the three months ended June 30, 2025, advertising and marketing expenses increased 15%, or 13% on a currency-neutral basis, versus the comparable period in 2024, which included a 3 percentage point increase from Acquisitions. The remaining increase was primarily due to an increase in spending on sponsorships and marketing campaigns.
Current wording
For the nine months ended September 30, 2025, advertising and marketing expenses increased 17%, or 16% on a currency-neutral basis, versus the comparable period in 2024, which included a 2 percentage point increase from Acquisitions. The remaining increase was primarily due to an increase in spending on sponsorships and marketing campaigns.
Previous wording
For the three months ended June 30, 2025, depreciation and amortization expenses increased 25%, or 23% on a currency-neutral basis, versus the comparable period in 2024, which included a 13 percentage point increase from Acquisitions. The remaining increase was primarily due to higher capitalized software versus the comparable period in 2024, driven by the continued growth of our business.
Current wording
For the three months ended September 30, 2025, depreciation and amortization expenses increased 29%, or 27% on a currency-neutral basis, versus the comparable period in 2024, which included a 13 percentage point increase from Acquisitions. The remaining increase was primarily due to higher capitalized software versus the comparable period in 2024, driven by the continued growth of our business.
Previous wording
For the six months ended June 30, 2025, depreciation and amortization expenses increased 26%, on both an as-reported and currency-neutral basis, versus the comparable period in 2024, which included a 13 percentage point increase from Acquisitions. The remaining increase was primarily due to higher capitalized software versus the comparable period in 2024, driven by the continued growth of our business.
Current wording
For the nine months ended September 30, 2025, depreciation and amortization expenses increased 27%, or 26% on a currency-neutral basis, versus the comparable period in 2024, which included a 13 percentage point increase from Acquisitions. The remaining increase was primarily due to higher capitalized software versus the comparable period in 2024, driven by the continued growth of our business.
Previous wording
For the three months ended June 30, 2025, we recorded charges of $96 million, primarily due to a legal provision associated with the ATM non-discrimination rule surcharge complaints. For the six months ended June 30, 2025, we recorded charges of $247 million, primarily as a result of a change in estimate related to the claims of merchants who opted out of the U.S. merchant class litigation 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.
Current wording
For the three months ended September 30, 2025, we recorded charges of $83 million, primarily due to a legal provision associated with the U.S. liability shift litigation. For the nine months ended September 30, 2025, we recorded charges of $330 million, primarily as a result of a change in estimate related to the claims of merchants who opted out of the U.S. merchant class litigation, a legal provision associated with the U.S. liability shift litigation 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.
Previous wording
The effective income tax rates for the three months ended June 30, 2025 and 2024 were 20.8% and 17.3%, respectively. The adjusted effective income tax rates for the three months ended June 30, 2025 and 2024 were 20.9% and 17.5%, respectively. The effective income tax rates for the six months ended June 30, 2025 and 2024 were 19.8% and 16.4%, respectively. The adjusted effective income tax rates for the six months ended June 30, 2025 and 2024 were 20.1% and 16.7%, respectively. Both the as-reported and as-adjusted effective income tax rates for the three and six months ended June 30, 2025 were higher versus the comparable periods in 2024, primarily due to the 15% global minimum tax (“Pillar 2 Rules”) that took effect in 2025 in Singapore and various other jurisdictions. The Pillar 2 Rules primarily offset the reduction to our effective income tax rate resulting from our incentive grant received from the Singapore Ministry of Finance. See Note 20 (Income Taxes) to the consolidated financial statements included in Part II, Item 8 of our 2024 Form 10-K for further information about this incentive grant.
Current wording
The effective income tax rates for the three months ended September 30, 2025 and 2024 were 21.5% and 15.6%, respectively. The adjusted effective income tax rates for the three months ended September 30, 2025 and 2024 were 21.4% and 16.3%, respectively. The effective income tax rates for the nine months ended September 30, 2025 and 2024 were 20.4% and 16.1%, respectively. The adjusted effective income tax rates for the nine months ended September 30, 2025 and 2024 were 20.5% and 16.6%, respectively. Both the as-reported and as-adjusted effective income tax rates for the three and nine months ended September 30, 2025 were higher versus the comparable periods in 2024, primarily due to the Pillar 2 Rules and a change in our geographic mix of earnings. In 2025, the Pillar 2 Rules took effect in Singapore and various other jurisdictions and largely offsets the reduction to our effective income tax rate resulting from our incentive grant received from the Singapore Ministry of Finance. See Note 20 (Income Taxes) to the consolidated financial statements included in Part II, Item 8 of our 2024 Form 10-K for further information about this incentive grant.
Previous wording
Net cash provided by operating activities increased $2,173 million for the six months ended June 30, 2025, versus the comparable period in 2024, primarily due to higher net income after adjusting for non-cash items as well as less cash paid for litigation settlements.
Current wording
Net cash provided by operating activities increased $2,700 million for the nine months ended September 30, 2025, versus the comparable period in 2024, primarily due to higher net income after adjusting for non-cash items.
Previous wording
Net cash used in investing activities increased $99 million for the six months ended June 30, 2025, versus the comparable period in 2024, primarily due to lower proceeds from maturities and sales of investment securities, partially offset by lower purchases of property and equipment and fewer purchases of investment securities.
Current wording
Net cash used in investing activities increased $217 million for the nine months ended September 30, 2025, versus the comparable period in 2024, primarily due to lower proceeds from maturities and sales of investment securities, partially offset by lower purchases of investment securities.
Previous wording
Net cash used in financing activities increased $55 million for the six months ended June 30, 2025, versus the comparable period in 2024, primarily due to higher cash paid for repurchases of our Class A common stock and dividends, partially offset by higher proceeds from debt in the current year and higher repayment of debt in the prior year.
Current wording
Net cash used in financing activities increased $3,198 million for the nine months ended September 30, 2025, versus the comparable period in 2024, primarily due to lower proceeds from debt and higher cash paid for repurchases of our Class A common stock and dividends, partially offset by higher repayments of debt in the prior year.
Previous wording
Aggregate payments for quarterly dividends for the six months ended June 30, 2025 totaled$1,385 million.
Current wording
Aggregate payments for quarterly dividends for the nine months ended September 30, 2025 totaled $2,072 million.
Previous wording
On June 24, 2025, our Board of Directors declared a quarterly cash dividend of $0.76 per share payable on August 8, 2025 to holders of record as of July 9, 2025 of our Class A common stock and Class B common stock. The aggregate amount of this dividend is $687 million.
Current wording
On June 24, 2025, our Board of Directors declared a quarterly cash dividend of $0.76 per share payable on August 8, 2025 to holders of record as of July 9, 2025 of our Class A common stock and Class B common stock. The aggregate amount of this dividend was $687 million.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
On September 16, 2025, our Board of Directors declared a quarterly cash dividend of $0.76 per share payable on November 7, 2025 to holders of record as of October 9, 2025 of our Class A common stock and Class B common stock. The aggregate amount of this dividend is $684 million.