Mastercard Inc
For the period ended Jun 30, 2026. Filed Jul 30, 2026.
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.
Jun 30, 2026 · Filed Jul 30, 2026
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 2026-03-31; filed 2026-04-30.
0001141391-26-000031
Item 2. Management’s discussion and analysis of financial condition and results of operationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-07-30.
0001141391-26-000083
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 127 previous paragraphs and 145 current paragraphs.
93 unchanged; 28 reworded; 15 added; 6 removed; 0 previous and 9 current paragraphs rearranged.
Tables are not compared: 21 previous and 26 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 (15)
Current report
•We completed a debt offering in June 2026 for an aggregate principal amount of $5.0 billion.
Current report
•We issued commercial paper and at June 30, 2026 had $0.7 billion outstanding.
Current report
•In the three and six months ended June 30, 2026, we recorded charges of $82 million ($59 million after tax, or $0.07 per diluted share), which includes a legal provision associated with the ATM non-discrimination rule surcharge complaints, a change in estimate related to the claims of merchants who opted out of the U.S. merchant class litigation and provisions associated with various other legal matters.
Current report
Note: Effective 2026, our key drivers above include Venezuela cross-border activity, as applicable.
Current report
For the six months ended June 30, 2026:
Current report
38 MASTERCARD JUNE 30, 2026 FORM 10-Q
Current report
For the three months ended June 30, 2026, advertising and marketing expenses increased 2%, or 1% on a currency-neutral basis, versus the comparable period in 2025.
Current report
For the three and six months ended June 30, 2026, we recorded charges of $82 million, which includes a legal provision associated with the ATM non-discrimination rule surcharge complaints, a change in estimate related to the claims of merchants who opted out of the U.S. merchant class litigation and provisions associated with various other legal matters. 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 report
MASTERCARD JUNE 30, 2026 FORM 10-Q 39
Current report
The effective income tax rates for the three months ended June 30, 2026 and 2025 were 20.0% and 20.8%, respectively. The adjusted effective income tax rates for the three months ended June 30, 2026 and 2025 were 20.0% and 20.9%, respectively. The effective income tax rates for the six months ended June 30, 2026 and 2025 were 19.7% and 19.8%, respectively. The adjusted effective income tax rates for the six months ended June 30, 2026 and 2025 were 19.7% and 20.1%, respectively. Both the as-reported and as-adjusted effective income tax rates for the three and six months ended June 30, 2026 were lower versus the comparable periods in 2025 due to partially offsetting tax impacts in 2026, including discrete tax benefits in the periods.
Current report
2 Represents amounts remaining available under our committed unsecured $8 billion revolving credit facility (the “Credit Facility”), which has been reduced by commercial paper outstanding at June 30, 2026. The Credit Facility supports our commercial paper program and borrowings under our commercial paper program and the Credit Facility can total up to $8 billion. At June 30, 2026 and December 31, 2025, we had no borrowings under the Credit Facility.
Current report
40 MASTERCARD JUNE 30, 2026 FORM 10-Q
Current report
In June 2026, we issued $5.000 billion principal amount of notes (the “2026 USD Notes”). The net proceeds from the issuance of the 2026 USD Notes, after deducting the original issue discount, underwriting discount and offering expenses, were $4.978 billion.
Current report
Our total debt outstanding at June 30, 2026 and December 31, 2025 was $24.6 billion and $19.0 billion, respectively. At June 30, 2026, $2.5 billion of our total debt outstanding is payable within 12 months.
Current report
MASTERCARD JUNE 30, 2026 FORM 10-Q 41
Removed paragraphs (6)
Previous report
28 MASTERCARD MARCH 31, 2026 FORM 10-Q
Previous report
MASTERCARD MARCH 31, 2026 FORM 10-Q 29
Previous report
Note: Tables may not sum due to rounding.
Previous report
For the three months ended March 31, 2026, there were no litigation charges.
Previous report
The effective income tax rate for the three months ended March 31, 2026 was 19.3% versus 18.6%, for the comparable period in 2025, primarily due to lower net discrete tax benefits in 2026. The adjusted effective income tax rates for the three months ended March 31, 2026 and 2025 were 19.2% and 19.1%, respectively.
Previous report
Our total debt outstanding at both March 31, 2026 and December 31, 2025 was $19.0 billion, with the earliest maturity of $750 million of principal occurring in November 2026.
Reworded paragraphs (28)
Previous wording
Key highlights for the three months ended March 31, 2026, versus the comparable period in 2025:
Current wording
Key highlights for the three and six months ended June 30, 2026, versus the comparable periods in 2025:
Previous wording
Other financial highlights for the three months ended March 31, 2026 were as follows:
Current wording
Other financial highlights for the six months ended June 30, 2026 were as follows:
Previous wording
•We generated net cash flows from operations of $3.0 billion.
Current wording
•We generated net cash flows from operations of $6.8 billion.
Previous wording
•We repurchased 7.8 million shares of our common stock for $4.0 billion and paid dividends of $0.8 billion.
Current wording
•We repurchased 17.6 million shares of our common stock for $8.9 billion and paid dividends of $1.5 billion.
Previous wording
•In thethree months ended March 31, 2026 and 2025 we recorded net losses of $66 million ($63 million after tax, or $0.07 per diluted share) and $29 million ($25 million after tax, or $0.03 per diluted share), respectively, primarily related to unrealized fair market value adjustments on marketable and nonmarketable equity securities.
Current wording
•In thethree and six months ended June 30, 2026, we recorded net losses of $2 million ($5 million after tax, or $0.01 per diluted share) and $68 million ($69 million after tax, or $0.08 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 March 31, 2025, we recorded charges of $151 million ($102 million after tax, or $0.11 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.
Current 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.
Previous wording
•In the three months ended March 31, 2026, we recorded a restructuring charge of $202 million ($158 million after tax, or $0.18 per diluted share). The savings from the restructuring action are primarily intended to enable reinvestment to support the realization of our long-term growth opportunities.
Current wording
•In the six months ended June 30, 2026, we recorded a restructuring charge of $202 million ($158 million after tax, or $0.18 per diluted share). The savings from the restructuring action are primarily intended to enable reinvestment to support the realization of our long-term growth opportunities.
Previous wording
The translational and transactional impact of currency and the related impact of our foreign exchange derivative contracts designated as cash flow hedging instruments as specified in the preceding paragraph (collectively, the “Currency Impact”) has been excluded from our currency-neutral growth rates and has been identified in the “Non-GAAP Reconciliations” tables below and our “Drivers of Change” tables. See “Foreign Currency - Currency Impact” for further information on our currency impacts and “Financial Results - Net Revenue” and “Financial Results - Operating Expenses” for our "Drivers of Change” tables.
Current wording
The translational and transactional impact of currency and the related impact of our foreign exchange derivative contracts designated as cash flow hedging instruments as specified in the preceding paragraph (collectively, the “Currency Impact”) has been excluded from our currency-neutral growth rates and has been identified in the “Non-GAAP Reconciliations” tables below and our “Drivers of Change” tables.
Previous wording
The following table represents the reconciliation of our growth rates reported under GAAP to our non-GAAP growth rates:
Current wording
The following tables represent the reconciliation of our growth rates reported under GAAP to our non-GAAP growth rates:
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 months ended March 31, 2026, GDV on a U.S. dollar-converted basis increased 12%, while GDV on a local currency basis increased 7%, versus the comparable periods in 2025. 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 six months ended June 30, 2026, GDV on a U.S. dollar-converted basis increased 9% and 10%, respectively, while GDV on a local currency basis increased 8% for each of the periods, versus the comparable periods in 2025. 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
For the three months ended March 31, 2026, net revenue increased 16%, or 12% on a currency-neutral basis, versus the comparable period in 2025. The increase in net revenue was attributable to growth in both our payment network and value-added services and solutions.
Current wording
Net revenue increased 14%, or 12% on a currency-neutral basis, versus the comparable period in 2025. The increase in net revenue was attributable to growth in both our payment network and value-added services and solutions.
Previous wording
Net revenue from our value-added services and solutions increased 22%, or 18% on a currency-neutral basis, versus the comparable period in 2025. The increase was driven primarily by (1) growth in our underlying key drivers, (2) our security solutions, digital and authentication solutions, business and market insights and consumer acquisition and engagement services and (3) pricing.
Current wording
Net revenue from our value-added services and solutions increased 20%, or 18% on a currency-neutral basis, versus the comparable period in 2025. The increase was driven primarily by (1) growth in our underlying key drivers, (2) our security solutions, consumer acquisition and engagement services, digital and authentication solutions and business and market insights and (3) pricing.
Previous wording
Net revenue from our payment network increased 12%, or 8% on a currency-neutral basis, versus the comparable period in 2025. 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 $5,639 million of rebates and incentives provided to customers, which increased 23%, or 19% on a currency-neutral basis, versus the comparable period in 2025, 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 11%, or 8% on a currency-neutral basis, versus the comparable period in 2025. 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 $11,636 million of rebates and incentives provided to customers, which increased 22%, or 19% on a currency-neutral basis, versus the comparable period in 2025, primarily due to an increase in our key drivers as well as new and renewed deals.
Previous wording
See Note 3 (Revenue) to the consolidated financial statements included in Part II, Item 8 of our 2025 Form 10-K for a further discussion of our revenue recognition policies.
Current wording
See Note 3 (Revenue) to the consolidated financial statements included in Part II, Item 8 of our 2025 Form 10-K for further discussion of our revenue recognition policies.
Previous wording
The following table summarizes the drivers of change in net revenue:
Current wording
The following tables summarize the drivers of change in net revenue:
Previous wording
For the three months ended March 31, 2026, operating expenses increased 13% versus the comparable period in 2025. Adjusted operating expenses increased 11%, or 9% on a currency-neutral basis, versus the comparable period in 2025.
Current wording
For the three months ended June 30, 2026, operating expenses increased 10% versus the comparable period in 2025. Adjusted operating expenses increased 11%, or 10% on a currency-neutral basis, versus the comparable period in 2025.
Previous wording
The following table summarizes the drivers of change in operating expenses:
Current wording
The following tables summarize the drivers of change in operating expenses:
Previous wording
For the three months ended March 31, 2026, general and administrative expenses increased 20%, or 17% on a currency-neutral basis, versus the comparable period in 2025, which included an 8 percentage point increase from a restructuring charge of $202 million. The remaining increase was primarily due to higher personnel and data processing costs to support the continued investment in our strategic initiatives across payment network and value-added services and solutions, as well as balance sheet remeasurement losses primarily due to unfavorable foreign exchange activity.
Current wording
For the six months ended June 30, 2026, general and administrative expenses increased 16%, or 14% on a currency-neutral basis, versus the comparable period in 2025, which included a 4 percentage point increase from a restructuring charge of $202 million. The remaining increase was primarily due to higher personnel and data processing costs to support the continued investment in our strategic initiatives across payment network and value-added services and solutions, fulfillment costs to deliver marketing services to our customers, as well as balance sheet remeasurement losses primarily due to unfavorable foreign exchange activity.
Previous wording
1 For the three months ended March 31, 2026, total general and administrative expenses includes a restructuring charge of $202 million. See “Non-GAAP Financial Information” for further information.
Current wording
1 For the six months ended June 30, 2026, total general and administrative expenses includes a restructuring charge of $202 million. See “Non-GAAP Financial Information” for further information.
Previous wording
For the three months ended March 31, 2026, advertising and marketing expenses were flat, versus the comparable period in 2025. On a currency-neutral basis, advertising and marketing expenses decreased 3%, versus the comparable period in 2025.
Current wording
For the six months ended June 30, 2026, advertising and marketing expenses increased 1%, versus the comparable period in 2025. On a currency-neutral basis, advertising and marketing expenses decreased 1%, versus the comparable period in 2025.
Previous wording
For the three months ended March 31, 2026, depreciation and amortization expenses increased 9%, or 6% on a currency-neutral basis, versus the comparable period in 2025. The increase was primarily due to higher capitalized software amortization, which is in line with the increase in capitalized software driven by the continued growth of our business.
Current wording
For the six months ended June 30, 2026, depreciation and amortization expenses increased 9%, or 8% on a currency-neutral basis, versus the comparable period in 2025. The increase was primarily due to higher capitalized software amortization, which is in line with the increase in capitalized software driven by the continued growth of our business.
Previous wording
1 Other income (expense), net increased in the three months ended March 31, 2026 versus the comparable period in 2025, primarily driven by government grants.
Current wording
1 Other income (expense), net increased in the three and six months ended June 30, 2026, versus the comparable period in 2025, primarily driven by government grants.
Previous wording
1 Investments include available-for-sale securities and held-to-maturity securities. This amount excludes restricted cash and restricted cash equivalents and restricted security deposits held for customers at March 31, 2026 and December 31, 2025 of $2.9 billion and $2.7 billion, respectively.
Current wording
1 Investments include available-for-sale securities and held-to-maturity securities. This amount excludes restricted cash and restricted cash equivalents and restricted security deposits held for customers at June 30, 2026 and December 31, 2025 of $2.7 billion.
Previous wording
Net cash provided by operating activities increased $619 million for the three months ended March 31, 2026, versus the comparable period in 2025, primarily due to higher net income after adjusting for non-cash items, partially offset by cash paid for litigation settlements.
Current wording
Net cash provided by operating activities decreased $211 million for the six months ended June 30, 2026, versus the comparable period in 2025, primarily due to higher net income after adjusting for non-cash items, more than offset by higher customer incentive payments and cash paid for litigation settlements.
Previous wording
Net cash used in investing activities increased $22 million for the three months ended March 31, 2026, versus the comparable period in 2025, primarily due to lower proceeds from maturities and sales of investment securities as well as cash paid for other investing activities, partially offset by lower purchases of investment securities.
Current wording
Net cash used in investing activities increased $312 million for the six months ended June 30, 2026, versus the comparable period in 2025, primarily due to higher purchases of property and equipment.
Previous wording
Net cash used in financing activities increased $2,018 million for the three months ended March 31, 2026, versus the comparable period in 2025, primarily due to higher cash paid for repurchases of our Class A common stock and dividends as well as no net cash received from debt activity in the current period.
Current wording
Net cash used in financing activities decreased $953 million for the six months ended June 30, 2026, versus the comparable period in 2025, primarily due to higher cash proceeds received from debt issuances and lower repayments of debt in the current year, partially offset by higher cash paid for repurchases of our Class A common stock and dividends.
Previous wording
Borrowings under the Commercial Paper Program and the Credit Facility, which may total up to $8 billion, are to be used to provide liquidity for general corporate purposes, including providing liquidity in the event of one or more settlement failures by our customers. In addition, we may borrow and repay amounts under these facilities for business continuity purposes. At March 31, 2026 and December 31, 2025, we had no borrowings under the Commercial Paper Program or Credit Facility. During April 2026, we issued commercial paper. As of April 27, 2026, we had $2.5 billion of commercial paper outstanding, with a weighted-average interest rate of 3.82%, to be used for general corporate purposes. The Commercial Paper Program is supported by the Credit Facility.
Current wording
Borrowings under the Commercial Paper Program and the Credit Facility, which may total up to $8 billion, are to be used to provide liquidity for general corporate purposes, including providing liquidity in the event of one or more settlement failures by our customers. In addition, we may borrow and repay amounts under these facilities for business continuity purposes. At June 30, 2026, we had $710 million of commercial paper outstanding, with a weighted-average interest rate of 3.84%. At June 30, 2026, we had no borrowings under the Credit Facility. At December 31, 2025, we had no borrowings under the Commercial Paper Program or Credit Facility. The Commercial Paper Program is supported by the Credit Facility.
Previous wording
See Note 9 (Debt) to the consolidated financial statements included in Part I, Item 1 for further discussion on our debt and Note 13 (Debt) to the consolidated financial statements included in Part II, Item 8 of our 2025 Form 10-K for further discussion on our debt, the Commercial Paper Program and the Credit Facility.
Current wording
See Note 9 (Debt) to the consolidated financial statements included in Part I, Item 1 and Note 13 (Debt) to the consolidated financial statements included in Part II, Item 8 of our 2025 Form 10-K for further discussion on our debt, the Commercial Paper Program and the Credit Facility.
Rearranged current paragraphs (9)
Current report — wording carried from elsewhere
•In the three 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 report — wording carried from elsewhere
See “Foreign Currency - Currency Impact” for further information on our currency impacts and “Financial Results - Net Revenue” and “Financial Results - Operating Expenses” for our "Drivers of Change” tables.
Current report — wording carried from elsewhere
For the three months ended June 30, 2026:
Current report — wording carried from elsewhere
Net revenue from our payment network increased 10%, or 8% on a currency-neutral basis, versus the comparable period in 2025. 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 $5,997 million of rebates and incentives provided to customers, which increased 22%, or 20% on a currency-neutral basis, versus the comparable period in 2025, primarily due to an increase in our key drivers as well as new and renewed deals.
Current report — wording carried from elsewhere
Net revenue increased 15%, or 12% on a currency-neutral basis, versus the comparable period in 2025. The increase in net revenue was attributable to growth in both our payment network and value-added services and solutions.
Current report — wording carried from elsewhere
Net revenue from our value-added services and solutions increased 21%, or 18% on a currency-neutral basis, versus the comparable period in 2025. The increase was driven primarily by (1) growth in our underlying key drivers, (2) our security solutions, digital and authentication solutions, consumer acquisition and engagement services and business and market insights and (3) pricing.
Current report — wording carried from elsewhere
For the six months ended June 30, 2026, operating expenses increased 11% versus the comparable period in 2025. Adjusted operating expenses increased 11%, or 9% on a currency-neutral basis, versus the comparable period in 2025.
Current report — wording carried from elsewhere
For the three months ended June 30, 2026, general and administrative expenses increased 11%, on both an as-reported and currency-neutral basis, versus the comparable period in 2025, primarily due to higher personnel and data processing costs to support the continued investment in our strategic initiatives across payment network and value-added services and solutions, as well as fulfillment costs to deliver marketing services to our customers.
Current report — wording carried from elsewhere
For the three months ended June 30, 2026, depreciation and amortization expenses increased 10%, on both an as-reported and currency-neutral basis, versus the comparable period in 2025. The increase was primarily due to higher capitalized software amortization, which is in line with the increase in capitalized software driven by the continued growth of our business.