Skip to main content

Mastercard Inc

For the period ended Sep 30, 2026. Filed Oct 29, 2026.

View on SEC.gov

About 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, 2026 · Filed Oct 29, 2026

MA$652.70-0.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous 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 operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-10-29.

0001141391-26-000124

Item 2. Management’s discussion and analysis of financial condition and results of operations

The 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 145 previous paragraphs and 142 current paragraphs.

105 unchanged; 34 reworded; 3 added; 5 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 26 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 (3)

Current report

•In the three months ended September 30, 2026, we recorded charges of $74 million ($49 million after tax, or $0.06 per diluted share), primarily due to settlements with merchants who opted out of the U.S. merchant class litigation. In the nine months ended September 30, 2026, we recorded charges of $156 million ($108 million after tax, or $0.12 per diluted share), primarily due to settlements with merchants who opted out of the U.S. merchant class litigation and a legal provision associated with the ATM non-discrimination rule surcharge complaints.
Removed paragraphs (5)

Previous report

•We issued commercial paper and at June 30, 2026 had $0.7 billion outstanding.

Previous 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.

Previous 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.
Reworded paragraphs (34)

Previous wording

Key highlights for the three and six months ended June 30, 2026, versus the comparable periods in 2025:

Current wording

Key highlights for the three and nine months ended September 30, 2026, versus the comparable periods in 2025:

Previous wording

Other financial highlights for the six months ended June 30, 2026 were as follows:

Current wording

Other financial highlights for the nine months ended September 30, 2026 were as follows:

Previous wording

•We generated net cash flows from operations of $6.8 billion.

Current wording

•We generated net cash flows from operations of $11.9 billion.

Previous wording

•We repurchased 17.6 million shares of our common stock for $8.9 billion and paid dividends of $1.5 billion.

Current wording

•We repurchased 22.9 million shares of our common stock for $11.9 billion and paid dividends of $2.3 billion.

Previous 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.

Current wording

•In thethree and nine months ended September 30, 2026, we recorded net losses of $5 million (net gains of $24 million after tax, or $0.03 per diluted share) and net losses of $73 million (net losses of $45 million after tax, or $0.05 per diluted share), respectively, primarily related to realized fair market value adjustments on nonmarketable equity securities.

Previous wording

•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 wording

•In the three 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 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 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.

Current wording

•In the nine months ended September 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.

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. 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.

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, 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.

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, 2026, GDV on a U.S. dollar-converted basis increased 7% and 9%, respectively, while GDV on a local currency basis increased 7% 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

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.

Current wording

Net revenue increased 14%, on both an as-reported and 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 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 wording

Net revenue from our payment network increased 11%, on both an as-reported and 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), as well as pricing. Net revenue from our payment network included $6,369 million of rebates and incentives provided to customers, which increased 18%, on both an as-reported and 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

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 wording

Net revenue from our value-added services and solutions increased 19%, on both an as-reported and currency-neutral basis, versus the comparable period in 2025. The increase was driven primarily by (1) growth in our underlying key drivers, (2) demand across several of our services and (3) pricing.

Previous wording

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 wording

Net revenue increased 15%, or 13% 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 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.

Current wording

Net revenue from our payment network increased 11%, or 9% 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), as well as pricing. Net revenue from our payment network included $18,005 million of rebates and incentives provided to customers, which increased 21%, 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

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.

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) demand across several of our services and (3) pricing.

Previous wording

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 wording

For the three months ended September 30, 2026, operating expenses increased 11% versus the comparable period in 2025. Adjusted operating expenses increased 12%, on both an as-reported and currency-neutral basis, versus the comparable period in 2025.

Previous 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.

Current wording

For the nine months ended September 30, 2026, operating expenses increased 11% 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

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 wording

For the three months ended September 30, 2026, general and administrative expenses increased 13%, 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.

Previous 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.

Current wording

For the nine months ended September 30, 2026, general and administrative expenses increased 15%, or 14% on a currency-neutral basis, versus the comparable period in 2025, which included a 2 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 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.

Current wording

1 For the nine months ended September 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 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.

Current wording

For the three months ended September 30, 2026, advertising and marketing expenses increased 3%, on both an as-reported and currency-neutral basis, versus the comparable period in 2025.

Previous wording

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 wording

For the nine months ended September 30, 2026, advertising and marketing expenses increased 2%, or 1% on a currency-neutral basis, versus the comparable period in 2025.

Previous 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.

Current wording

For the three months ended September 30, 2026, depreciation and amortization expenses increased 12%, or 13% 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, as well as higher equipment depreciation.

Previous wording

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.

Current wording

For the nine months ended September 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.

Previous wording

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 wording

For the three months ended September 30, 2026, we recorded charges of $74 million, primarily due to settlements with merchants who opted out of the U.S. merchant class litigation. For the nine months ended September 30, 2026, we recorded charges of $156 million, primarily due to settlements with 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.

Previous 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.

Current wording

1 Other income (expense), net increased in the three and nine months ended September 30, 2026, versus the comparable period in 2025, primarily driven by government grants.

Previous wording

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 wording

The effective income tax rates for the three months ended September 30, 2026 and 2025 were 19.4% and 21.5%, respectively. The adjusted effective income tax rates for the three months ended September 30, 2026 and 2025 were 20.1% and 21.4%, respectively. The effective income tax rates for the nine months ended September 30, 2026 and 2025 were 19.6% and 20.4%, respectively. The adjusted effective income tax rates for the nine months ended September 30, 2026 and 2025 were 19.8% and 20.5%, respectively. Both the as-reported and as-adjusted effective income tax rates for the three and nine months ended September 30, 2026 were lower versus the comparable periods in 2025 due to higher net discrete tax benefits and other tax impacts in 2026.

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 June 30, 2026 and December 31, 2025 of $2.7 billion.

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 September 30, 2026 and December 31, 2025 of $2.8 billion and $2.7 billion, respectively.

Previous 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.

Current wording

Net cash provided by operating activities decreased $787 million for the nine months ended September 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, cash paid for litigation settlements and timing of settlements with customers.

Previous 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.

Current wording

Net cash used in investing activities increased $1,662 million for the nine months ended September 30, 2026, versus the comparable period in 2025, primarily due to cash paid for a business acquisition in the current year and higher purchases of property and equipment.

Previous 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.

Current wording

Net cash used in financing activities decreased $568 million for the nine months ended September 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

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 wording

Our total debt outstanding at September 30, 2026 and December 31, 2025 was $23.9 billion and $19.0 billion, respectively. At September 30, 2026, $1.7 billion of our total debt outstanding is payable within 12 months.

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 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.

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 September 30, 2026 and December 31, 2025, we had no borrowings under the Commercial Paper Program or Credit Facility.
Rearranged previous paragraphs (1)

Previous report — wording carried 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.