Mastercard Inc - Annual Report: 2024 (Form 10-K)


Operating expenses	Adjusted operating expenses
GAAP	Non-GAAP (currency-neutral)	The as-reported operating expenses increase was primarily due to higher general and administrative expenses and litigation provisions. The as-adjusted operating expenses increase was primarily due to higher general and administrative expenses.
up 13%	up 11%


Effective income tax rate	Adjusted effective income tax rate
GAAP	Non-GAAP	Both the as-reported and as-adjusted effective income tax rates were lower than the prior year rates primarily due to the establishment of a valuation allowance in 2023, partially offset by our ability in 2023 to claim more U.S. foreign tax credits generated in 2022 and 2023. Additionally, a change in our geographic mix of earnings in 2024 contributed to the lower effective income tax rate compared to the prior year.
15.6%	16.2%
down 2.3 ppt	down 2.3 ppt

Other 2024 financial highlights were as follows:

•We generated net cash flows from operations of $14.8 billion.

•We completed the acquisitions of businesses for total consideration of $2.8 billion.

•We repurchased 23.0 million shares of our common stock for $11.0 billion and paid dividends of $2.4 billion.

•We completed debt offerings for an aggregate principal amount of $4.0 billion.

47 MASTERCARD 2024 FORM 10-K

PART II

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Non-GAAP Financial Information

Non-GAAP financial information is defined as a numerical measure of a company’s performance that excludes or includes amounts so as to be different than the most comparable measure calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”). As described more fully below, our non-GAAP financial measures exclude the impact of gains and losses on our equity investments, which includes mark-to-market fair value adjustments, impairments and gains and losses upon disposition, as well as the related tax impacts. Our non-GAAP financial measures also exclude the impact of special items, where applicable, which represent litigation judgments and settlements and certain one-time items, as well as the related tax impacts (“Special Items”). We also present growth rates adjusted for the impact of currency, which is a non-GAAP financial measure. We believe that the non-GAAP financial measures presented facilitate an understanding of our operating performance and provide a meaningful comparison of our results between periods. We use non-GAAP financial measures to, among other things, evaluate our ongoing operations in relation to historical results, for internal planning and forecasting purposes and in the calculation of performance-based compensation. We excluded these items because management evaluates the underlying operations and performance of the Company separately from these recurring and nonrecurring items. Net revenue, operating expenses, operating margin, other income (expense), effective income tax rate, net income and diluted earnings per share adjusted for the impact of gains and losses on our equity investments, Special Items and/or the impact of currency should not be relied upon as substitutes for measures calculated in accordance with GAAP.

Our non-GAAP financial measures for the comparable periods exclude the impact of the following:

Gains and Losses on Equity Investments

•During 2024, 2023 and 2022, we recorded net pre-tax losses of $29 million ($25 million after tax, or $0.03 per diluted share), $61 million ($36 million after tax, or $0.04 per diluted share) and $145 million ($126 million after tax, or $0.13 per diluted share), respectively. These net losses were primarily related to unrealized fair market value adjustments on marketable and nonmarketable equity securities.

Special Items

Litigation provisions

•During 2024, we recorded pre-tax charges of $680 million ($495 million after tax, or $0.53 per diluted share), primarily as a result of a legal provision associated with the U.K. consumer class action settlement, settlements with a number of U.K. merchants and a change in estimate related to the claims of merchants who opted out of the U.S. merchant class litigation.

•During 2023, we recorded pre-tax charges of $539 million ($376 million after tax, or $0.40 per diluted share), primarily as a result of changes in the estimate related to the claims of merchants who opted out of the U.S. merchant class litigation and settlements with a number of U.K. and Pan-European merchants.

•During 2022, we recorded pre-tax charges of $356 million ($263 million after tax, or $0.27 per diluted share), primarily as a result of settlements (both final and agreements in principle) with a number of U.K. merchants and a change in estimate related to the claims of merchants who opted out of the U.S. merchant class litigation.

Restructuring charge

•During 2024, we recorded a restructuring charge of $190 million ($147 million after tax, or $0.16 per diluted share). The restructuring action is intended to streamline our organization, delivering efficiencies to enable reinvestment in our business to support the realization of our long-term growth opportunities.

Russia-related impacts

•During 2022, we recorded a net pre-tax charge of $30 million ($24 million after tax, or $0.02 per diluted share), directly related to imposed sanctions and the suspension of our business operations in Russia. The net charge was comprised of general and administrative expenses of $67 million, primarily related to incremental employee-related costs and reserves on uncollectible balances with certain sanctioned customers. This charge was offset by net benefits of $37 million in net revenue, primarily related to a reduction in payment network rebates and incentives liabilities as a result of lower estimates of customer performance for certain customer business agreements due to the suspension of our business operations in Russia.

See Note 7 (Investments) and Note 21 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part II, Item 8 of this Report for further discussion related to certain of the items discussed above.

MASTERCARD 2024 FORM 10-K 48

PART II

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Currency-neutral Growth Rates

Currency-neutral growth rates are calculated by remeasuring the prior period’s results using the current period’s exchange rates for both the translational and transactional impacts on operating results and are non-GAAP financial measures. The impact of currency translation represents the effect of translating operating results where the functional currency is different from our U.S. dollar reporting currency. The impact of the transactional currency represents the effect of converting revenue and expenses occurring in a currency other than the functional currency of the entity. The impact of the related realized gains and losses resulting from our foreign exchange derivative contracts designated as cash flow hedging instruments (specifically those that manage the impact of foreign currency variability on anticipated revenues and expenses) is recognized in the respective financial statement line item on the statements of operations when the underlying forecasted transactions impact earnings.

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.

Non-GAAP Reconciliations

The following tables reconcile our reported financial measures calculated in accordance with GAAP to the respective adjusted non-GAAP financial measures:


	Year ended December 31, 2024
	Net revenue		Operating expenses		Operating margin		Other income (expense)		Effective income tax rate		Net income		Diluted earnings per share
	($ in millions, except per share data)
Reported - GAAP	$	28,167	$	12,585	55.3	%	$	(328)	15.6	%	$	12,874	$	13.89
(Gains) losses on equity investments	**		**		**		29		—	%	25		0.03
Litigation provisions	**		(680)		2.4	%	**		0.5	%	495		0.53
Restructuring charge	**		(190)		0.7	%	**		0.1	%	147		0.16
Adjusted - Non-GAAP	$	28,167	$	11,714	58.4	%	$	(300)	16.2	%	$	13,541	$	14.60


	Year ended December 31, 2023
	Net revenue		Operating expenses		Operating margin		Other income (expense)		Effective income tax rate		Net income		Diluted earnings per share
	($ in millions, except per share data)
Reported - GAAP	$	25,098	$	11,090	55.8	%	$	(369)	17.9	%	$	11,195	$	11.83
(Gains) losses on equity investments	**		**		**		61		0.1	%	36		0.04
Litigation provisions	**		(539)		2.1	%	**		0.5	%	376		0.40

Adjusted - Non-GAAP	$	25,098	$	10,551	58.0	%	$	(308)	18.5	%	$	11,607	$	12.26


	Year ended December 31, 2022
	Net revenue		Operating expenses		Operating margin		Other income (expense)		Effective income tax rate		Net income		Diluted earnings per share
	($ in millions, except per share data)
Reported - GAAP	$	22,237	$	9,973	55.2	%	$	(532)	15.4	%	$	9,930	10.22
(Gains) losses on equity investments	**		**		**		145		—	%	126		0.13
Litigation provisions	**		(356)		1.6	%	**		0.3	%	263		0.27
Russia-related impacts	(37)		(67)		0.2	%	**		—	%	24		0.02
Adjusted - Non-GAAP	$	22,200	$	9,549	57.0	%	$	(387)	15.7	%	$	10,342	$	10.65

Note: Tables may not sum due to rounding.

** Not applicable.

49 MASTERCARD 2024 FORM 10-K

PART II

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following tables represent the reconciliation of our growth rates reported under GAAP to our non-GAAP growth rates:


	Year Ended December 31, 2024 as compared to the Year Ended December 31, 2023
	Increase/(Decrease)
	Net revenue		Operating expenses		Operating margin		Effective income tax rate		Net income		Diluted earnings per share
Reported - GAAP	12	%	13	%	(0.5)	ppt	(2.3)	ppt	15	%	17	%
(Gains) losses on equity investments	**		**		**		(0.1) ppt		—	%	—	%
Litigation provisions	**		(1)	%	0.3	ppt	— ppt		1	%	1	%
Restructuring charge	**		(2)	%	0.7 ppt		0.1 ppt		1	%	1	%
Adjusted - Non-GAAP	12	%	11	%	0.4	ppt	(2.3) ppt		17	%	19	%
Currency Impact	1	%	—	%	0.3	ppt	0.1 ppt		1	%	1	%
Adjusted - Non-GAAP - currency-neutral	13	%	11	%	0.7	ppt	(2.2) ppt		18	%	21	%


	Year Ended December 31, 2023 as compared to the Year Ended December 31, 2022
	Increase/(Decrease)
	Net revenue		Operating expenses		Operating margin		Effective income tax rate		Net income		Diluted earnings per share
Reported - GAAP	13	%	11	%	0.7	ppt	2.6	ppt	13	%	16	%
(Gains) losses on equity investments	**		**		**		0.1 ppt		(1)	%	(1)	%
Litigation provisions	**		(1)	%	0.5 ppt		0.1 ppt		1	%	1	%
Russia-related impacts	—	%	1	%	(0.1) ppt		— ppt		—	%	—	%

Adjusted - Non-GAAP	13	%	10	%	1.0 ppt		2.8 ppt		12	%	15	%
Currency Impact	—	%	—	%	(0.1) ppt		(0.1) ppt		—	%	—	%
Adjusted - Non-GAAP - currency-neutral	13	%	11	%	0.9 ppt		2.7 ppt		12	%	15	%

Note: Tables may not sum due to rounding.

** Not applicable.

Key Metrics and Drivers

In addition to the financial measures described above in “Financial Results Overview”, we review the following metrics to evaluate and identify trends in our business, measure our performance, prepare financial projections and make strategic decisions. We believe that the key metrics presented facilitate an understanding of our operating and financial performance and provide a meaningful comparison of our results between periods.

Operating Margin measures how much profit we make on each dollar of sales after our operating costs but before other income (expense) and income tax expense. Operating margin is calculated by dividing our operating income by net revenue.

Key Drivers

Gross Dollar Volume (“GDV”)1 measures dollar volume of activity, including both domestic and cross-border volume, on cards carrying our brands during the period, on a local currency basis and U.S. dollar-converted basis. GDV represents purchase volume plus cash volume; “purchase volume” means the aggregate dollar amount of purchases made with Mastercard-branded cards for the relevant period; and “cash volume” means the aggregate dollar amount of cash disbursements and includes the impact of balance transfers and convenience checks obtained with Mastercard-branded cards for the relevant period. Information denominated in U.S. dollars relating to GDV is calculated by applying an established U.S. dollar/local currency exchange rate for each local currency in which our volumes are reported. These exchange rates are calculated on a quarterly basis using the average exchange rate for each quarter. We report period-over-period rates of change in purchase volume and cash volume on the basis of local currency information, in order to eliminate the impact of changes in the value of currencies against the U.S. dollar in calculating such rates of change.

Cross-border Volume Growth measures the growth of cross-border dollar volume during the period, on a local currency basis and U.S. dollar-converted basis, for all Mastercard-branded programs.

MASTERCARD 2024 FORM 10-K 50

PART II

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Switched Transactions measures the number of transactions switched by Mastercard, which is defined as the number of transactions initiated and switched through our network during the period.

1 Data used in the calculation of GDV is provided by Mastercard customers and is subject to verification by Mastercard and partial cross-checking against information provided by Mastercard’s transaction switching systems. All data is subject to revision and amendment by Mastercard or Mastercard’s customers.

The following tables provide a summary of the growth trends in our key drivers.


	For the Years Ended December 31,
	2024		2023
	Increase/(Decrease)
	USD	Local	USD	Local
Mastercard-branded GDV growth 1	8%	11%	11%	12%
United States	7%	7%	6%	6%
Worldwide less United States	9%	12%	13%	15%

Cross-border volume growth 1	17%	18%	25%	24%


	For the Years Ended December 31,
	2024	2023
	Increase/(Decrease)
Switched transactions growth	11%	14%

1 Excludes volume generated by Maestro and Cirrus cards.

Key Metrics related to the Payment Network

Assessments represent agreed upon standard pricing provided to our customers based on various forms of payment-related activity. Assessments are used internally by management to monitor operating performance as it allows for comparability and provides visibility into cardholder trends. Assessments do not represent our net revenue.

The following provides additional information on our key metrics related to the payment network:

•Domestic assessments are charges based on activity related to cards that carry the Company’s brands where the merchant country and the country of issuance are the same. These assessments are primarily driven by the domestic dollar volume of activity (e.g., domestic purchase volume, domestic cash volume) or the number of cards issued.

•Cross-border assessments are charges based on activity related to cards that carry the Company’s brands where the merchant country and the country of issuance are different. These assessments are primarily driven by the cross-border dollar volume of activity (e.g., cross-border purchase volume, cross-border cash volume).

•Transaction processing assessments are charges primarily driven by the number of switched transactions on our payment network. Switching activities include:

◦Authorization, the process by which a transaction is routed to the issuer for approval

◦Clearing, the determination and exchange of financial transaction information between issuers and acquirers after a transaction has been successfully conducted at the point of interaction

◦Settlement, which facilitates the determination and exchange of funds between parties

These assessments can also include connectivity services and network access, which are based on the volume of data transmitted and the number of authorization and settlement messages.

•Other network assessments are charges for licensing, implementation and other franchise fees.

51 MASTERCARD 2024 FORM 10-K

PART II

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following table provides a summary of our key metrics related to the payment network.


	Years ended December 31,						2024		2023
							Increase/(Decrease)		Increase/(Decrease)
	2024		2023		2022		As reported	Currency-neutral	As reported	Currency-neutral
	($ in millions)
Domestic assessments	$	10,245	$	9,566	$	8,794	7%	9%	9%	9%
Cross-border assessments	10,181		8,409		6,597		21%	22%	27%	28%
Transaction processing assessments	13,602		12,067		10,646		13%	14%	13%	13%
Other network assessments	936		963		766		(3)%	(3)%	26%	26%

Foreign Currency

Currency Impact

Our primary functional currencies are the U.S. dollar, euro, British pound and the Brazilian real. Our overall operating results are impacted by currency translation, which represents the effect of translating operating results where the functional currency is different than our U.S. dollar reporting currency.

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 gross dollar volume (“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. In 2024, GDV on a U.S. dollar-converted basis increased 8.1%, while GDV on a local currency basis increased 10.5% versus 2023. In 2023, GDV on a U.S. dollar-converted basis increased 10.6%, while GDV on a local currency basis increased 12.2% versus 2022. 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.

To manage the impact of foreign currency variability on anticipated revenues and expenses, we may enter into foreign exchange derivative contracts and designate such derivatives as hedging instruments in a cash flow hedging relationship as discussed further in Note 23 (Derivative and Hedging Instruments) to the consolidated financial statements included in Part II, Item 8.

Foreign Exchange Activity

We incur foreign currency gains and losses from remeasuring monetary assets and liabilities, including settlement assets and obligations, that are denominated in a currency other than the functional currency of the entity. To manage this foreign exchange risk, we may enter into foreign exchange derivative contracts to economically hedge the foreign currency exposure of our nonfunctional currency monetary assets and liabilities. The gains or losses resulting from the changes in fair value of these contracts are intended to reduce the potential effect of the underlying hedged exposure and are recorded net within general and administrative expenses on the consolidated statements of operations. The impact of this foreign exchange activity, including with the related hedging activities, has not been eliminated in our currency-neutral results.

Our foreign exchange risk management activities are discussed further in Note 23 (Derivative and Hedging Instruments) to the consolidated financial statements included in Part II, Item 8.

MASTERCARD 2024 FORM 10-K 52

PART II

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Financial Results

Net Revenue

The components of net revenue were as follows:


	For the Years Ended December 31,						Increase (Decrease)
	2024		2023		2022		2024	2023
	($ in millions)
Payment network	$	17,335	$	15,824	$	14,358	10%	10%
Value-added services and solutions	10,832		9,274		7,879		17%	18%
Total net revenue	28,167		25,098		22,237		12%	13%
Special Items 1	—		—		(37)		—%	**
Adjusted net revenue	$	28,167	$	25,098	$	22,200	12%	13%

Note: Table may not sum due to rounding.

** Not meaningful.

1 See “Non-GAAP Financial Information” for further information on our non-GAAP adjustments and the reconciliation to GAAP reported amounts.

Net revenue increased 12%, or 13% on a currency-neutral basis, in 2024 versus the prior year. The increase in net revenue was attributable to growth in our payment network and value-added services and solutions.

Net revenue from our payment network increased 10%, or 11% on a currency-neutral basis, in 2024 versus the prior year. 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 includes $17,629 million of rebates and incentives provided to customers, which increased 16%, or 18% on a currency-neutral basis, in 2024 versus the prior year, primarily due to an increase in our key drivers as well as new and renewed deals.

Net revenue from our value-added services and solutions increased 17%, on both an as-reported and currency-neutral basis, in 2024 versus the prior year. The increase was driven primarily by (1) growth in our underlying key drivers, (2) our consumer acquisition and engagement and business and market insight services, (3) our security and digital and authentication solutions and (4) pricing.

See Note 3 (Revenue) to the consolidated financial statements included in Part II, Item 8 for a further discussion of how we recognize revenue.

Drivers of Change

The following table summarizes the drivers of change in net revenue:


	For the Years Ended December 31,
	Operational		Acquisitions		Currency Impact 1, 2		Special Items 2			Total
	2024	2023	2024	2023	2024	2023	2024	2023		2024		2023
Payment network	11%	11%	**	—%	(1)%	—%	**	—	%	10	%	10	%
Value-added services and solutions	17%	16%	—%	—%	(1)%	1%	**	**		17	%	18	%



Net revenue	13%	13%	—%	—%	(1)%	—%	**	—	%	12	%	13	%

Note: Table may not sum due to rounding.

** Not applicable.

1 Includes the translational and transactional impact of currency and the related impact of our foreign exchange derivative contracts designated as cash flow hedging instruments.

2 See “Non-GAAP Financial Information” for further information on our non-GAAP adjustments and the reconciliation to GAAP reported amounts.

No individual country, other than the United States, generated more than 10% of net revenue in any such period. A significant portion of our net revenue is concentrated among our five largest customers. In 2024, the net revenue from these customers was approximately $6.3 billion, or 22%, of total net revenue. The loss of any of these customers or their significant card programs could adversely impact our revenue.

53 MASTERCARD 2024 FORM 10-K

PART II

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Operating Expenses

Operating expenses increased 13% in 2024 versus the prior year. Adjusted operating expenses increased 11%, on both an as-adjusted and currency-neutral basis, versus the prior year.

The components of operating expenses were as follows:


	For the Years Ended December 31,						Increase (Decrease)
	2024		2023		2022		2024		2023
	($ in millions)
General and administrative	$	10,193	$	8,927	$	8,078	14	%	11	%
Advertising and marketing	815		825		789		(1)	%	5	%
Depreciation and amortization	897		799		750		12	%	7	%
Provision for litigation	680		539		356		26	%	51	%
Total operating expenses	12,585		11,090		9,973		13	%	11	%
Special Items 1	(870)		(539)		(423)		**		**
Adjusted total operating expenses 1	$	11,714	$	10,551	$	9,549	11	%	10	%

Note: Table may not sum due to rounding.

** Not meaningful.

1See “Non-GAAP Financial Information” for further information on our non-GAAP adjustments and the reconciliation to GAAP reported amounts.

Drivers of Change

The following table summarizes the drivers of change in operating expenses:


	For the Years Ended December 31,
	Operational			Acquisitions				Currency Impact 1, 2				Special Items 2				Total
	2024	2023		2024		2023		2024		2023		2024		2023		2024		2023
General and administrative	12%	11	%	1	%	1	%	—	%	—	%	2	%	(1)	%	14	%	11	%
Advertising and marketing	—%	4	%	—	%	—	%	(1)	%	—	%	**		**		(1)	%	5	%
Depreciation and amortization	12%	5	%	—	%	1	%	—	%	—	%	**		**		12	%	7	%
Provision for litigation	**	**		**		**		**		**		26	%	51	%	26	%	51	%
Total operating expenses	11%	10	%	—	%	1	%	—	%	—	%	2	%	1	%	13	%	11	%

Note: Table may not sum due to rounding.

** Not applicable.

1Represents the translational and transactional impact of currency.

2See “Non-GAAP Financial Information” for further information on our non-GAAP adjustments and the reconciliation to GAAP reported amounts.

General and Administrative

General and administrative expenses increased 14%, on both an as-reported and currency-neutral basis, in 2024 versus the prior year. Current year results include an increase of 2 percentage points from a restructuring charge of $190 million and 1 percentage point from acquisitions. The remaining increase was primarily due to higher personnel and data processing 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.

MASTERCARD 2024 FORM 10-K 54

PART II

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The components of general and administrative expenses were as follows:


	For the Years Ended December 31,						Increase (Decrease)
	2024		2023		2022		2024	2023
	($ in millions)
Personnel	$	6,673	$	6,022	$	5,263	11%	14%
Professional fees	549		495		480		11%	3%
Data processing and telecommunications	1,119		1,008		926		11%	9%
Foreign exchange activity 1	65		83		102		(22)%	(19)%
Other	1,787		1,319		1,307		35%	1%
Total general and administrative expenses	$	10,193	$	8,927	$	8,078	14%	11%

Note: Table may not sum due to rounding.

1Foreign 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 23 (Derivative and Hedging Instruments) to the consolidated financial statements included in Part II, Item 8 for further discussion.

Advertising and Marketing

Advertising and marketing expenses decreased 1%, on both an as-reported and a currency-neutral basis, in 2024 versus the prior year.

Depreciation and Amortization

Depreciation and amortization expenses increased 12%, on both an as-reported and a currency-neutral basis, in 2024 versus the prior year, primarily due to increased software capitalization driven by the continued growth of and investment in our business.

Provision for Litigation

In 2024, we recorded charges of $680 million, primarily as a result of a legal provision associated with the U.K. consumer class action settlement, settlements with a number of U.K. merchants and a change in estimate related to the claims of merchants who opted out of the U.S. merchant class litigation. In 2023, we recorded charges of $539 million, primarily as a result of changes in the estimate related to the claims of merchants who opted out of the U.S. merchant class litigation and settlements with a number of U.K. and Pan-European merchants. In 2022, we recorded charges of $356 million, primarily as a result of settlements (both final and agreements in principle) with a number of U.K. merchants and a change in estimate related to the claims of merchants who opted out of the U.S. merchant class litigation. See Note 21 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part II, Item 8 for further discussion.

Other Income (Expense)

The components of total other income (expense) were as follows:


	For the Years Ended December 31,						Increase (Decrease)
	2024		2023		2022		2024		2023
	(in millions)
Investment income	$	327	$	274	$	61	$	53	$	213
Gains (losses) on equity investments, net	(29)		(61)		(145)		32		84
Interest expense	(646)		(575)		(471)		(71)		(104)
Other income (expense), net	20		(7)		23		27		(30)
Total other income (expense)	(328)		(369)		(532)		41		163
(Gains) losses on equity investments 1	29		61		145		(32)		(84)

Adjusted total other income (expense) 1	$	(300)	$	(308)	$	(387)	$	9	$	79

Note: Table may not sum due to rounding.

1 See “Non-GAAP Financial Information” for further information on our non-GAAP adjustments and the reconciliation to GAAP reported amounts.

55 MASTERCARD 2024 FORM 10-K

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Income Taxes

The effective income tax rates for the years ended December 31, 2024 and 2023 were 15.6% and 17.9%, respectively. The adjusted effective income tax rates for the years ended December 31, 2024 and 2023 were 16.2% and 18.5%, respectively. Both the as-reported and as-adjusted effective income tax rates were lower in 2024, primarily due to a discrete tax expense in 2023 related to changes in the valuation allowance associated with the U.S. foreign tax credits deferred tax asset. In 2023, the treatment of foreign taxes paid under the U.S. tax regulations published in 2022 changed due to the foreign tax legislation enacted in Brazil and Notice 2023-55 (the “Notice”) released by the U.S. Department of Treasury. Therefore, we recognized a total $327 million discrete tax expense in 2023 to establish the valuation allowance. This discrete tax expense was partially offset by our ability to claim more U.S. foreign tax credits generated in 2022 and 2023 due to the Notice. Additionally, a change in our geographic mix of earnings in 2024 contributed to the lower effective income tax rates compared to the prior year.

The Organization for Economic Co-operation and Development (“OECD”) Pillar 2 guidelines published to date include transition and safe harbor rules around the implementation of the 15% global minimum tax (the “Pillar 2 Rules”). In 2024, we did not experience a material impact as a result of Pillar 2 Rules. However, in 2025, we expect the Pillar 2 Rules will primarily offset the reduction to our effective income tax rate resulting from our incentive grant received from the Singapore Ministry of Finance. For the year ended December 31, 2024, this incentive grant reduced our effective income tax rate by approximately 4%. We are continuously monitoring developments and evaluating the impacts these new rules may have on our future effective income tax rate, tax payments, financial condition and results of operations.

See Note 20 (Income Taxes) to the consolidated financial statements included in Part II, Item 8 for further discussion.

Liquidity and Capital Resources

We rely on existing liquidity, cash generated from operations and access to capital to fund our global operations, credit and settlement exposure, capital expenditures, investments in our business and current and potential obligations. The following table summarizes the cash, cash equivalents, investments and credit available to us at December 31:


	2024		2023
	(in billions)
Cash, cash equivalents and investments 1	$	8.8	$	9.2
Unused line of credit	$	8.0	$	8.0

1Investments include available-for-sale securities and held-to-maturity securities. This amount excludes restricted cash and restricted cash equivalents of $2.4 billion and $1.9 billion at December 31, 2024 and 2023, respectively.

We believe that our existing cash, cash equivalents and investment securities balances, our cash flow generating capabilities, and our access to capital resources are sufficient to satisfy our future operating cash needs, capital asset purchases, outstanding commitments and other liquidity requirements associated with our existing operations and potential obligations which include litigation provisions and credit and settlement exposure.

Our liquidity and access to capital could be negatively impacted by global credit market conditions. We guarantee the settlement of many of the transactions between our customers. Historically, payments under these guarantees have not been significant; however, historical trends may not be indicative of potential future losses. The risk of loss on these guarantees is specific to individual customers, but may also be driven by regional or global economic and market conditions, including, but not limited to the health of the financial institutions in a country or region. See Note 22 (Settlement and Other Risk Management) to the consolidated financial statements in Part II, Item 8 for a description of these guarantees.

Our liquidity and access to capital could also be negatively impacted by the outcome of any of the legal or regulatory proceedings to which we are a party. For additional discussion of these and other risks facing our business, see Part I, Item 1A - Risk Factors - Legal and Regulatory Risks and Note 21 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part II, Item 8.

MASTERCARD 2024 FORM 10-K 56

PART II

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cash Flows

The table below shows a summary of the cash flows from operating, investing and financing activities:


	For the Years Ended December 31,
	2024		2023		2022
	(in millions)
Net cash provided by operating activities	$	14,780	$	11,980	$	11,195
Net cash used in investing activities	$	(3,402)	$	(1,351)	$	(1,470)
Net cash used in financing activities	$	(10,836)	$	(9,488)	$	(10,328)

Net cash provided by operating activities increased $2.8 billion in 2024 versus the prior year, primarily due to higher net income after adjusting for non-cash items, an increase in billing collections, and less cash paid for litigation settlement, partially offset by a decrease in restricted security deposits received from customers.

Net cash used in investing activities increased $2.1 billion in 2024 versus the prior year, primarily due to cash paid for business acquisitions in the current year, partially offset by a net decrease in purchases of investments in time deposits.

Net cash used in financing activities increased $1.3 billion in 2024 versus the prior year, primarily due to higher cash paid for repurchases of our Class A common stock, dividends, and repayments of debt, partially offset by an increase in cash proceeds received from debt issuances.

Debt and Credit Availability

In April 2024, $1 billion of principal related to the 2014 USD Notes matured and was paid. In July 2024, INR28.1 billion ($336 million as of payment date) of principal related to the 2023 INR Term Loan matured and was paid.

During 2024, we issued a total of $4 billion of debt, as follows:

•In May 2024, we issued $1 billion principal amount of notes due May 2034

•In September 2024, we issued $750 million principal amount of notes due January 2028, $1,150 million principal amount of notes due January 2032 and $1,100 million principal amount of notes due January 2035

The issuances in 2024 are collectively referred to as the “2024 USD Notes”. The net proceeds from the issuance of the 2024 USD Notes, after deducting the original issue discount, underwriting discount and offering expenses, were $3.96 billion.

Our total debt outstanding was $18.2 billion at December 31, 2024, with the earliest maturity of $750 million of principal occurring in March 2025.

As of December 31, 2024, we have a commercial paper program (the “Commercial Paper Program”), under which we are authorized to issue up to $8 billion in outstanding notes, with maturities up to 397 days from the date of issuance. In conjunction with the Commercial Paper Program, we have a committed unsecured $8 billion revolving credit facility (the “Credit Facility”) that expires in November 2029.

Borrowings under the Commercial Paper Program and the Credit Facility 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. We had no borrowings outstanding under the Commercial Paper Program or the Credit Facility at December 31, 2024.

See Note 15 (Debt) to the consolidated financial statements included in Part II, Item 8 for further discussion on our debt, the Commercial Paper Program and the Credit Facility.

Dividends and Share Repurchases

We have historically paid quarterly dividends on our outstanding Class A common stock and Class B common stock. Subject to legally available funds, we intend to continue to pay a quarterly cash dividend. The declaration and payment of future dividends is at the sole discretion of our Board of Directors after taking into account various factors, including our financial condition, operating results, available cash and current and anticipated cash needs.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following table summarizes the annual total and per share dividends paid in the years reflected:


	For the Years Ended December 31,
	2024		2023		2022
	(in millions, except per share data)
Cash dividend, per share	$	2.64	$	2.28	$	1.96
Cash dividends paid	$	2,448	$	2,158	$	1,903

On December 17, 2024, our Board of Directors declared a quarterly cash dividend of $0.76 per share paid on February 7, 2025 to holders of record as of January 9, 2025 of our Class A common stock and Class B common stock. The aggregate amount of this dividend was $694 million.

On February 10, 2025, our Board of Directors declared a quarterly cash dividend of $0.76 per share payable on May 9, 2025 to holders of record as of April 9, 2025 of our Class A common stock and Class B common stock. The aggregate amount of this dividend is estimated to be $693 million.

Repurchased shares of our common stock are considered treasury stock. In December 2024 and 2023, our Board of Directors approved share repurchase programs of our Class A common stock authorizing us to repurchase up to $12.0 billion and $11.0 billion, respectively. The program approved in 2024 will become effective after the completion of the program approved in 2023. The timing and actual number of additional shares repurchased will depend on a variety of factors, including cash requirements to meet the operating needs of the business, legal requirements, as well as the share price and economic and market conditions. The following table summarizes our share repurchase authorizations and repurchase activity of our Class A common stock for the year ended December 31, 2024, unless otherwise noted:


	(in millions, except per share data)
Remaining authorization at December 31, 2023	$	14,142
Dollar-value of shares repurchased in 2024	$	10,954
Remaining authorization at December 31, 2024	$	15,188
Shares repurchased in 2024	23.0
Average price paid per share in 2024	$	475.35
Dollar-value of shares repurchased in 2025 (through February 7, 2025)	$	959

Note: Table may not sum due to rounding.

See Note 16 (Stockholders' Equity) to the consolidated financial statements included in Part II, Item 8 for further discussion.

Critical Accounting Estimates

The application of GAAP requires us to make estimates and assumptions about certain items and future events that directly affect our reported financial condition. Our significant accounting policies, including recent accounting pronouncements, are described in Note 1 (Summary of Significant Accounting Policies) to the consolidated financial statements included in Part II, Item 8.

Revenue Recognition - Rebates and Incentives

We enter into business agreements with certain customers that provide for rebates and incentives when customers meet certain volume thresholds or other incentives tied to customer performance. We consider various factors in estimating customer performance, including forecasted transactions, card issuance and card conversion volumes, expected payments and historical experience with that customer. Rebates and incentives are recorded within net revenue based on these estimates primarily when volume- and transaction- based revenues are recognized over the contractual term. Differences between actual results and our estimates are adjusted in the period the customer reports actual performance. If our customers’ actual performance is not consistent with our estimates of their performance, net revenue may be materially different.

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PART II

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Loss Contingencies

We are currently involved in various claims and legal proceedings. We regularly review the status of each significant matter and assess its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, we accrue a liability for the estimated loss. Significant judgment is required in both the determination of probability and whether an exposure is reasonably estimable. Our judgments are subjective based on the status of the legal or regulatory proceedings, the merits of our defenses and consultation with in-house and outside legal counsel. Because of uncertainties related to these matters, accruals are based only on the best information available at the time. As additional information becomes available, we reassess the potential liability related to pending claims and litigation and may revise our estimates. Due to the inherent uncertainties of the legal and regulatory process in the multiple jurisdictions in which we operate, our judgments may be materially different than the actual outcomes.

Income Taxes

In calculating our effective income tax rate, estimates are required regarding the timing and amount of taxable and deductible items which will adjust the pretax income earned in various tax jurisdictions. Through our interpretation of local tax regulations, adjustments to pretax income for income earned in various tax jurisdictions are reflected within various tax filings. Although we believe that our estimates and judgments discussed herein are reasonable, actual results may be materially different than the estimated amounts.

We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. Significant judgment is required in determining the valuation allowance. In assessing the need for a valuation allowance, we consider all sources of taxable income, including projected future taxable income, reversing taxable temporary differences and ongoing tax planning strategies. If it is determined that we are able to realize deferred tax assets in excess of the net carrying value or to the extent we are unable to realize a deferred tax asset, we would adjust the valuation allowance in the period in which such a determination is made, with a corresponding increase or decrease to earnings.

We record tax liabilities for uncertain tax positions taken, or expected to be taken, which may not be sustained or may only be partially sustained, upon examination by the relevant taxing authorities. We consider all relevant facts and current authorities in the tax law in assessing whether any benefit resulting from an uncertain tax position is more likely than not to be sustained and, if so, how current law impacts the amount reflected within these financial statements. If upon examination, we realize a tax benefit which is not fully sustained or is more favorably sustained, this would generally increase earnings in the period. In certain situations, we will have offsetting tax credits or taxes in other jurisdictions.

Business Combinations

We account for our business combinations using the acquisition method of accounting. The acquisition purchase price, including contingent consideration, if any, is allocated to the underlying identified, tangible and intangible assets, liabilities assumed and any non-controlling interest in the acquiree, based on their respective estimated fair values on the acquisition date. Any excess of purchase price over the fair value of net assets acquired, including identifiable intangible assets, is recorded as goodwill. The amounts and useful lives assigned to acquisition-related tangible and intangible assets impact the amount and timing of future amortization expense. We use various valuation techniques to determine fair value, primarily discounted cash flows analysis, relief-from-royalty and multi-period excess earnings for estimating the value of intangible assets. These valuation techniques include comparable company multiples, discount rates, growth projections and other assumptions of future business conditions. Determining the fair value of assets acquired, liabilities assumed, any non-controlling interest in the acquiree and the expected useful lives, requires management’s judgment. The significance of management’s estimates and assumptions is relative to the size of the acquisition. Our estimates are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Item 7A. Quantitative and qualitative disclosures about market risk

Market risk is the potential for economic losses to be incurred on market risk sensitive instruments arising from adverse changes in factors such as foreign currency exchange rates and interest rates. Our exposure to market risk from changes in foreign currency exchange rates and interest rates is limited. Management monitors risk exposures on an ongoing basis and establishes and oversees the implementation of policies governing our funding, investments and use of derivative financial instruments to manage these risks.

Foreign currency and interest rate exposures are managed through our risk management activities, which are discussed further in Note 23 (Derivative and Hedging Instruments) to the consolidated financial statements included in Part II, Item 8.

Foreign Exchange Risk

We enter into foreign exchange derivative contracts to manage currency exposure associated with anticipated receipts and disbursements occurring in a currency other than the functional currency of the entity. We may also enter into foreign exchange derivative contracts to offset possible changes in value of assets and liabilities due to foreign exchange fluctuations. The objective of these activities is to reduce our exposure to gains and losses resulting from fluctuations of foreign currencies against our functional currencies, principally the U.S. dollar and euro. The effect of a hypothetical 10% adverse change in the value of the functional currencies could result in a fair value loss of approximately $475 million and $414 million on our foreign exchange derivative contracts outstanding at December 31, 2024 and 2023, respectively, before considering the offsetting effect of the underlying hedged activity.

We are also subject to foreign exchange risk as part of our daily settlement activities. To manage this risk, we enter into short duration foreign exchange derivative contracts based upon anticipated receipts and disbursements for the respective currency position. This risk is typically limited to a few days between when a payment transaction takes place and the subsequent settlement with our customers. A hypothetical 10% adverse change in the value of the functional currencies would not have a material impact to the fair value of our short duration foreign exchange derivative contracts outstanding at December 31, 2024 and 2023, respectively.

We are further exposed to foreign exchange rate risk related to translation of our net investment in foreign subsidiaries where the functional currency is different than our U.S. dollar reporting currency. To manage this risk, we may enter into foreign exchange derivative contracts to hedge a portion of our net investment in foreign subsidiaries. The effect of a hypothetical 10% adverse change in the value of the U.S. dollar could result in a fair value loss of approximately $279 million on our foreign exchange derivative contracts designated as a net investment hedge at December 31, 2024, before considering the offsetting effect of the underlying hedged activity. As of December 31, 2023, we did not have any foreign exchange derivative contracts designated as a net investment hedge.

Interest Rate Risk

Our available-for-sale debt investments include fixed and variable rate securities that are sensitive to interest rate fluctuations. Our policy is to invest in high quality securities, while providing adequate liquidity and maintaining diversification to avoid significant exposure. A hypothetical 100 basis point adverse change in interest rates would not have a material impact to the fair value of our investments at December 31, 2024 and 2023.

We are also exposed to interest rate risk related to our fixed-rate debt. To manage this risk, we may enter into interest rate derivative contracts to hedge a portion of our fixed-rate debt that is exposed to changes in fair value attributable to changes in a benchmark interest rate. The effect of a hypothetical 100 basis point adverse change in interest rates could result in a fair value loss of approximately $20 million and $29 million on the fair value of our interest rate derivative contracts designated as a fair value hedge of our fixed-rate debt at December 31, 2024 and 2023, respectively, before considering the offsetting effect of the underlying hedged activity.

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PART II

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Item 8. Financial statements and supplementary data

Mastercard Incorporated

Index to consolidated financial statements


		Page
As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022
	Management’s report on internal control over financial reporting	62
	Report of independent registered public accounting firm (PCAOB ID )	63
	Consolidated Statement s of Operations	65
	Consolidated Statement s of Comprehensive Income	66
	Consolidated Balance Sheets	67
	Consolidated Statement s of Changes in Equity	68
	Consolidated Statement s of Cash Flows	70
	Notes to consolidated financial statements	71

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Management’s report on internal control over financial reporting

The management of Mastercard Incorporated (“Mastercard”) is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. As required by Section 404 of the Sarbanes-Oxley Act of 2002, management has assessed the effectiveness of Mastercard’s internal control over financial reporting as of December 31, 2024. In making its assessment, management has utilized the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management has concluded that, based on its assessment, Mastercard’s internal control over financial reporting was effective as of December 31, 2024. The effectiveness of Mastercard’s internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears on the next page. Management’s assessment of, and conclusion on, the effectiveness of internal controls over financial reporting did not include the internal controls of RF Ultimate Parent, Inc. (“Recorded Future”), which was acquired in December 2024. Recorded Future is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment of internal controls represented approximately 1% and less than 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Mastercard Incorporated

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Mastercard Incorporated and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s report on internal control over financial reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s report on internal control over financial reporting, management has excluded RF Ultimate Parent, Inc. from its assessment of internal control over financial reporting as of December 31, 2024, because it was acquired by the Company in a purchase business combination during 2024. We have also excluded RF Ultimate Parent, Inc. from our audit of internal control over financial reporting. RF Ultimate Parent, Inc. is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 1% and less than 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable

63 MASTERCARD 2024 FORM 10-K

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition - Rebates and Incentives

As described in Notes 1 and 3 to the consolidated financial statements, the Company provides certain customers with rebates and incentives which are a portion of total net revenue of $28.2 billion for the year ended December 31, 2024. The Company has business agreements with certain customers that provide for rebates and incentives within net revenue that could be either fixed or variable. Variable rebates and incentives are recorded primarily when volume- and transaction-based revenues are recognized over the contractual term. Variable rebates and incentives are calculated based upon estimated customer performance, such as volume thresholds, and the terms of the related business agreements. As disclosed by management, various factors are considered in estimating customer performance, including forecasted transactions, card issuance and card conversion volumes, expected payments and historical experience with that customer.

The principal considerations for our determination that performing procedures relating to rebates and incentives is a critical audit matter are (i) the significant judgment by management when developing estimates related to rebates and incentives based on customer performance; and (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s estimates related to customer performance, including the reasonableness of the various applicable factors considered by management in the estimate.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to rebates and incentives, including controls over evaluating estimated customer performance. These procedures also included, among others, evaluating the reasonableness of estimated customer performance for a sample of customer agreements, including (i) evaluating the agreements to identify whether all rebates and incentives are identified and recorded accurately; (ii) testing management’s process for developing estimated customer performance, including evaluating the reasonableness of the various applicable factors considered by management; and (iii) evaluating estimated customer performance as compared to actual results in the period the customer reports actual performance.

/s/

February 12, 2025

We have served as the Company’s auditor since 1989.

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PART II

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


Consolidated Statements of Operations
	For the Years Ended December 31,
	2024	2023	2022
	(in millions, except per share data)
Net Revenue	$	$	$
Operating Expenses:
General and administrative
Advertising and marketing
Depreciation and amortization
Provision for litigation
Total operating expenses
Operating income
Other Income (Expense):
Investment income
Gains (losses) on equity investments, net	()	()	()
Interest expense	()	()	()
Other income (expense), net		()
Total other income (expense)	()	()	()
Income before income taxes
Income tax expense
Net Income	$	$	$

Basic Earnings per Share	$	$	$
Basic weighted-average shares outstanding
Diluted Earnings per Share	$	$	$
Diluted weighted-average shares outstanding

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

65 MASTERCARD 2024 FORM 10-K

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


Consolidated Statements of Comprehensive Income
	For the Years Ended December 31,
	2024	2023	2022
	(in millions)
Net Income	$	$	$
Other comprehensive income (loss):
Foreign currency translation adjustments	()		()
Income tax effect		()
Foreign currency translation adjustments, net of income tax effect	()		()

Translation adjustments on net investment hedges		()
Income tax effect	()		()
Translation adjustments on net investment hedges, net of income tax effect		()

Cash flow hedges		()
Income tax effect	()
Reclassification adjustments for cash flow hedges	()		()
Income tax effect		()
Cash flow hedges, net of income tax effect	()	()	()

Defined benefit pension and other postretirement plans		()	()
Income tax effect	()
Reclassification adjustments for defined benefit pension and other postretirement plans		()	()
Income tax effect
Defined benefit pension and other postretirement plans, net of income tax effect		()	()





Investment securities available-for-sale			()
Income tax effect		()
Investment securities available-for-sale, net of income tax effect			()





Other comprehensive income (loss), net of income tax effect	()		()
Comprehensive Income	$	$	$

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

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PART II

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated Balance Sheets

December 31,

2024

2023

(in millions, except per share data)

Assets

Current assets:

Cash and cash equivalents

Restricted cash and restricted cash equivalents

Restricted security deposits held for customers

Investments

Accounts receivable

Settlement assets

Prepaid expenses and other current assets

Total current assets

Property, equipment and right-of-use assets, net

Deferred income taxes

Goodwill

Other intangible assets, net

Other assets

Total Assets

Liabilities, Redeemable Non-controlling Interests and Equity

Current liabilities:

Accounts payable

Settlement obligations

Restricted security deposits held for customers

Accrued litigation

Accrued expenses

Short-term debt

Other current liabilities

Total current liabilities

Long-term debt

Deferred income taxes

Other liabilities

Total Liabilities

Commitments and Contingencies

Redeemable Non-controlling Interests

Stockholders’ Equity

Class A common stock, $ par value; authorized shares, and shares issued and and shares outstanding, respectively

Class B common stock, $ par value; authorized shares, shares issued and outstanding, respectively

Additional paid-in-capital

Class A treasury stock, at cost, and shares, respectively

()

Retained earnings

Accumulated other comprehensive income (loss)

()

Mastercard Incorporated Stockholders' Equity

Non-controlling interests

Total Equity

Total Liabilities, Redeemable Non-controlling Interests and Equity

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

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated Statements of Changes in Equity

Stockholders’ Equity

Common Stock

Additional
Paid-In
Capital

Class A
Treasury
Stock

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Mastercard Incorporated Stockholders' Equity

Non-
Controlling
Interests

Total
Equity

Class A

Class B

(in millions)

Balance at December 31, 2021

()

Net income

—

Activity related to non-controlling interests

—

()

Redeemable non-controlling interest adjustments

—

()

—

()

—

()

Other comprehensive income (loss)

—

()

—

()

Dividends

—

()

—

()

—

()

Purchases of treasury stock

—

()

—

()

—

()

Share-based payments

—

Balance at December 31, 2022

()

Net income

—

Activity related to non-controlling interests

—

()

Redeemable non-controlling interest adjustments

—

()

—

()

—

()

Other comprehensive income (loss)

—

Dividends

—

()

—

()

—

()

Purchases of treasury stock

—

()

—

()

—

()

Share-based payments

—

Balance at December 31, 2023

()

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated Statements of Changes in Equity (Continued)

Stockholders’ Equity

Common Stock

Additional
Paid-In
Capital

Class A
Treasury
Stock

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Mastercard Incorporated Stockholders' Equity

Non-
Controlling
Interests

Total
Equity

Class A

Class B

(in millions)

Balance at December 31, 2023

()

Net income

—

Activity related to non-controlling interests

—

()

Redeemable non-controlling interest adjustments

—

()

—

()

Other comprehensive income (loss)

—

()

—

()

Dividends

—

()

—

()

—

()

Purchases of treasury stock

—

()

—

()

—

()

Share-based payments

—

Balance at December 31, 2024

()

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

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


Consolidated Statements of Cash Flows
	For the Years Ended December 31,
	2024	2023	2022
	(in millions)
Operating Activities
Net income	$	$	$
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of customer incentives
Depreciation and amortization
(Gains) losses on equity investments, net
Share-based compensation
Deferred income taxes	()	()	()
Other
Changes in operating assets and liabilities:
Accounts receivable		()	()
Income taxes receivable	()	()
Settlement assets	()
Prepaid expenses	()	()	()
Accrued litigation and legal settlements		()
Restricted security deposits held for customers			()
Accounts payable		()
Settlement obligations
Accrued expenses
Long-term taxes payable	()	()	()
Net change in other assets and liabilities
Net cash provided by operating activities
Investing Activities
Purchases of investment securities available-for-sale	()	()	()
Purchases of investments held-to-maturity	()	()	()
Proceeds from sales of investment securities available-for-sale
Proceeds from maturities of investment securities available-for-sale
Proceeds from maturities of investments held-to-maturity
Purchases of property and equipment	()	()	()
Capitalized software	()	()	()
Purchases of equity investments	()	()	()
Proceeds from sales of equity investments
Acquisition of businesses, net of cash acquired	()		()
Other investing activities	()	()	()
Net cash used in investing activities	()	()	()
Financing Activities
Purchases of treasury stock	()	()	()
Dividends paid	()	()	()
Proceeds from debt, net
Payment of debt	()		()



Tax withholdings related to share-based payments	()	()	()
Cash proceeds from employee stock plans
Other financing activities	()		()
Net cash used in financing activities	()	()	()
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents	()		()
Net (decrease) increase in cash, cash equivalents, restricted cash and restricted cash equivalents			()
Cash, cash equivalents, restricted cash and restricted cash equivalents - beginning of period
Cash, cash equivalents, restricted cash and restricted cash equivalents - end of period	$	$	$

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

Assets:Cash and cash equivalents$ **$

Prepaid expenses and other current assets

** Goodwill **

Other intangible assets, net

** Other assets ** Total assets ** Liabilities:Other current liabilities ** Deferred income taxes ** Other liabilities ** Total liabilities ** Net assets acquired$

$ ** No material business acquisitions completed in 2023.

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**$ **Customer relationships ** **

Other

** **—

Other intangible assets, net

$ **$ **

** No material business acquisitions completed in 2023.

Note 3.

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$ $ Value-added services and solutions Net revenue$ $ $ Net revenue by geographic region:

Americas 1

$ $ $

Asia Pacific, Europe, Middle East and Africa

Net revenue$ $ $

1Americas includes the United States, Canada and Latin America. Prior period amounts have been reclassified to conform to the new presentation.

The Company’s customers are generally billed weekly, with certain billings occurring on a monthly and quarterly basis. The frequency of billing is dependent upon the nature of the performance obligation and the underlying contractual terms. The Company does not typically offer extended payment terms to customers.

Contract assets

Prepaid expenses and other current assets Other assets

Deferred revenue 1, 2

Other current liabilities Other liabilities

1 Revenue recognized from performance obligations satisfied in 2024 was $ billion.

2 During 2024, the increase in deferred revenue is primarily driven by the acquisition of Recorded Future.

The Company’s remaining performance periods for its contracts with customers for its payments network services are typically long-term in nature (generally up to years). As a payments network service provider, the Company provides its customers with continuous access to its global payments network and stands ready to provide transaction processing and related services over the contractual term. Consideration is variable as the Company generates volume- and transaction-based revenues from charging fees on its customers’ current period activity. The Company has elected the optional exemption to not disclose the remaining performance obligations related to its payments network services. The Company also earns revenue from value-added services and solutions. At December 31, 2024, the estimated aggregate consideration allocated to unsatisfied performance obligations for these services and solutions is $ billion, which is expected to be recognized through 2029. The estimated remaining performance obligations related to these revenues are subject to change and are affected by several factors, including modifications and terminations and are not expected to be material to any future annual period.

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Note 4.

$ $ DenominatorBasic weighted-average shares outstanding Dilutive stock options and stock units

Diluted weighted-average shares outstanding 1

Earnings per ShareBasic$ $ $ Diluted$ $ $

Note: Table may not sum due to rounding.

1For the years presented, the calculation of diluted EPS excluded a minimal amount of anti-dilutive share-based payment awards.

Note 5.

$ Restricted cash and restricted cash equivalents

Restricted cash and restricted cash equivalents 1

Restricted security deposits held for customers Cash, cash equivalents, restricted cash and restricted cash equivalents$ $

1During 2024, the Company increased its Restricted cash and restricted cash equivalents balance primarily as a result of cash segregated to meet regulatory commitments, as the Company is subject to systemic importance regulation in the European Union. The increase was also attributable to restricted cash for litigation within a qualified settlement fund related to the settlement agreement for the ATM non-discrimination rule surcharge complaints. See Note 21 (Legal and Regulatory Proceedings) for additional information.

Note 6.

$ $ Cash paid for interest Cash paid for legal settlements

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Note 7.

Held-to-maturity securities 1

Total investments $ $

1Held-to-maturity securities represent investments in time deposits that mature within one year. The cost of these securities approximates fair value.

Investment income on the consolidated statements of operations primarily consists of interest income generated from cash, cash equivalents, held-to-maturity and available-for-sale investment securities, as well as realized gains and losses on the Company’s investment securities. The realized gains and losses from the sales of available-for-sale securities for 2024, 2023 and 2022 were not material.

Available-for-Sale Securities

$ $ $ $ $ $ $ Corporate securities () Asset-backed securities Total$ $ $ $ $ $ $()$

The Company’s government and agency securities include U.S. government bonds, U.S. government sponsored agency bonds and foreign government bonds that are denominated in the national currency of the issuing country. Corporate securities held at December 31, 2024 and 2023, and asset-backed securities held at December 31, 2024, primarily carried a credit rating of A- or better. Corporate securities are comprised of commercial paper and corporate bonds. The gross unrealized gains and losses on the available-for-sale securities are primarily driven by changes in interest rates. For the available-for-sale securities in gross unrealized loss positions, the Company (1) does not intend to sell the securities, (2) more likely than not, will not be required to sell the securities before recovery of the unrealized losses and (3) expects that the contractual principal and interest will be received. Unrealized gains and losses are recorded as a separate component of accumulated other comprehensive income (loss) on the consolidated statements of changes in equity.

$ Due after 1 year through 5 years Total$ $

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$ $()$()$()$ Nonmarketable securities ()() Total equity investments $ $ $()$()$()$

1Recorded in gains (losses) on equity investments, net on the consolidated statements of operations.

2Includes reclasses between Marketable and Nonmarketable securities as well as translational impact of currency.

Equity method

Total Nonmarketable securities$ $

Cumulative adjustments 1:

Upward adjustments Downward adjustments (including impairment)()Carrying amount, end of period$

1Includes immaterial translational impact of currency.

$ $ Downward adjustments (including impairment)$()$()$()Marketable securities:Unrealized gains (losses), net$()$ $()

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Note 8.

$ $ $ $ $ $ $ Corporate securities Asset-backed securities

Derivative instruments 2:

Foreign exchange contracts

Marketable securities 3:

Equity securities

Deferred compensation plan 4:

Deferred compensation assets

Liabilities

Derivative instruments 2:

Foreign exchange contracts$ $ $ $ $ $ $ $ Interest rate contracts

Deferred compensation plan 5:

Deferred compensation liabilities

1The Company’s U.S. government securities are classified within Level 1 of the Valuation Hierarchy as the fair values are based on unadjusted quoted prices for identical assets in active markets. The fair value of the Company’s available-for-sale non-U.S. government and agency securities, corporate and asset-backed securities are based on observable inputs such as quoted prices, benchmark yields and issuer spreads for similar assets in active markets and are therefore included in Level 2 of the Valuation Hierarchy.

2The Company’s foreign exchange and interest rate derivative asset and liability contracts measured at fair value are based on observable inputs such as broker quotes for similar derivative instruments. See Note 23 (Derivative and Hedging Instruments) for further details.

3The Company’s Marketable securities are publicly held and fair values are based on unadjusted quoted prices in their respective active markets.

4The Company has a nonqualified deferred compensation plan where assets are invested primarily in mutual funds held in a rabbi trust, which is restricted for payments to participants of the plan. The Company has elected to use the fair value option for these mutual funds, which are measured using quoted prices of identical instruments in active markets and are included in prepaid expenses and other current assets on the consolidated balance sheets.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

billion and $ billion, respectively. At December 31, 2023, the carrying value and fair value of debt was $ billion and $ billion, respectively. See Note 15 (Debt) for further details.

Other Financial Instruments

Certain other financial instruments are carried on the consolidated balance sheets at cost or amortized cost basis, which approximates fair value due to their short-term, highly liquid nature. These instruments include cash and cash equivalents, time deposits, accounts receivable, settlement assets, restricted cash and restricted cash equivalents, accounts payable, settlement obligations and other accrued liabilities.

Note 9.

$ Other Total prepaid expenses and other current assets$ $ $ Equity investments Income taxes receivable Other Total other assets$ $

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Note 10.

$ Equipment Furniture and fixtures Leasehold improvements Operating lease right-of-use assets Property, equipment and right-of-use assets Less: Accumulated depreciation and amortization()()Property, equipment and right-of-use assets, net$ $

Depreciation and amortization expense for the above property, equipment and right-of-use assets was $ million, $ million and $ million for 2024, 2023 and 2022, respectively.

$ Other current liabilities Other liabilities

Operating lease amortization expense was $ million, $ million and $ million for 2024, 2023 and 2022, respectively. As of December 31, 2024 and 2023, the weighted-average remaining lease term of operating leases was years and years and the weighted-average discount rate for operating leases was % and %, respectively.

yearsBuilding equipment

- years

Equipment and furniture and fixtures

- years

Leasehold improvementsShorter of life of improvement or lease termRight-of-use assetsShorter of life of the asset or lease term 2026 2027 2028 2029 Thereafter Total operating lease payments Less: Interest()Present value of operating lease liabilities$

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Note 11.

$ Additions Foreign currency translation() Ending balance$ $

The increase in the carrying amount of goodwill in 2024 was primarily related to the acquisition of Recorded Future in 2024.

The Company performed its annual qualitative assessment of goodwill during the fourth quarter of 2024 and determined a quantitative assessment was not necessary. The Company concluded that goodwill was not impaired and had no accumulated impairment losses at December 31, 2024.

Note 12.

$()$ $ $()$ Customer relationships () () Other () () Total () ()

Indefinite-lived intangible assets

Customer relationships — — Total$ $()$ $ $()$

1Includes technology acquired in business combinations.

The increase in the gross carrying amount of finite-lived intangible assets in 2024 was primarily related to the acquisition of Recorded Future in 2024 as well as software additions to support the continued growth of the Company. Certain intangible assets are denominated in foreign currencies. As such, the change in intangible assets includes a component attributable to foreign currency translation. Based on the qualitative assessment performed in 2024, it was determined that the Company’s indefinite-lived intangible assets were not impaired.

Amortization on the finite-lived intangible assets above amounted to $ million, $ million and $ million in 2024, 2023 and 2022, respectively.

2026 2027 2028 2029 Thereafter Total$

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Note 13.

$ Personnel costs Income and other taxes Other Total accrued expenses$ $

As of December 31, 2024 and 2023, long-term customer incentives included in other liabilities were $ million and $ million, respectively.

million and $ million, respectively. These amounts are separately reported as accrued litigation on the consolidated balance sheets. See Note 21 (Legal and Regulatory Proceedings) for additional information regarding the Company’s accrued litigation.

Note 14.

million, $ million and $ million in 2024, 2023 and 2022, respectively.

Defined Benefit and Other Postretirement Plans

The Company sponsors pension and postretirement plans for certain non-U.S. employees (the “non-U.S. Plans”) that cover various benefits specific to their country of employment. Additionally, the Company sponsors a defined benefit pension plan in the United Kingdom (the “U.K. Plan”) which was permanently closed to new entrants and future accruals as of July 21, 2013, however, plan participants’ obligations are adjusted for future salary changes. The term “Pension Plans” includes the non-U.S. Plans and the U.K. Plan.

The Company maintains a postretirement plan providing health coverage and life insurance benefits for substantially all of its U.S. employees hired before July 1, 2007 (the “Postretirement Plan”).

The Company uses a December 31 measurement date for the Pension Plans and its Postretirement Plan. The benefit obligation associated with the Postretirement Plan is immaterial.

$ Projected benefit obligation Accumulated benefit obligation

Funded Status

million and $ million, respectively. As of December 31, 2024 and 2023, the amount recognized in accumulated other comprehensive income (loss), before tax, for the Pension Plans was $() million, and $() million, respectively.

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Note 15.

Senior Notes due January 2028

$ $ % %

Senior Notes due January 2032

% %

Senior Notes due January 2035

% %

Senior Notes due May 2034

%2023 USD Notes %Senior Notes due March 2028 % %Senior Notes due March 2033 %

2022 EUR Notes 1

%Senior Notes due February 2029 %2021 USD Notes %Senior Notes due November 2031 % %Senior Notes due March 2031 % %Senior Notes due March 2051 %2020 USD Notes %Senior Notes due March 2027 % %Senior Notes due March 2030 % %Senior Notes due March 2050 %2019 USD Notes %Senior Notes due June 2029 % %Senior Notes due June 2049 % %Senior Notes due March 2025 %2018 USD Notes %Senior Notes due February 2028 % %Senior Notes due February 2048 %2016 USD Notes %Senior Notes due November 2026 % %Senior Notes due November 2046 %

2015 EUR Notes 2

%Senior Notes due December 2027 % %Senior Notes due December 2030 %2014 USD Notes %Senior Notes due April 2024 %Other Debt

2023 INR Term Loan 3

%Term Loan due July 2024 % Less: Unamortized discount and debt issuance costs()()

Less: Cumulative hedge accounting fair value adjustments 4

()()Total debt outstanding

Less: Short-term debt 5

()()Long-term debt$ $

1€ million euro-denominated debt issued in February 2022.

2€ million euro-denominated debt remaining of the € billion issued in December 2015.

3INR billion Indian rupee-denominated loan issued in July 2023.

4The Company has an interest rate swap that is accounted for as a fair value hedge. See Note 23 (Derivative and Hedging Instruments) for additional information.

5The 2019 USD Notes due March 2025 are classified as short-term debt, net of unamortized discount and debt issuance costs, on the consolidated balance sheets as of December 31, 2024. As of December 31, 2023, the 2014 USD Notes due April 2024 and the INR Term Loan due July 2024 were classified as short-term debt, net of unamortized discount and debt issuance costs, on the consolidated balance sheets.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2026 2027 2028 2029 Thereafter Total$

Senior Notes

During 2024, the Company issued a total of $ billion of debt, as follows:

•In May 2024, the Company issued $ billion principal amount of notes due May 2034

•In September 2024, the Company issued $ million principal amount of notes due January 2028, $ million principal amount of notes due January 2032 and $ million principal amount of notes due January 2035

In March 2023, the Company issued $ million principal amount of notes due March 2028 and $ million principal amount of notes due March 2033 (collectively the “2023 USD Notes”). The net proceeds from the issuance of the 2023 USD Notes, after deducting the original issue discount, underwriting discount and offering expenses, were $ billion.

In February 2022, the Company issued € million ($ million and $ million as of December 31, 2024 and 2023, respectively) principal amount of notes due February 2029 (the “2022 EUR Notes”). The net proceeds from the issuance of the 2022 EUR Notes, after deducting the original issue discount, underwriting discount and offering expenses, were € million ($ million as of the date of settlement).

The Senior Notes described above are not subject to any financial covenants and may be redeemed in whole, or in part, at the Company’s option at any time for a specified make-whole amount. These notes are senior unsecured obligations and would rank equally with any future unsecured and unsubordinated indebtedness.

Indian Rupee (“INR”) Term Loan

In July 2022, the Company entered into an unsecured INR billion term loan originally due July 2023 (the “2022 INR Term Loan”). The net proceeds of the 2022 INR Term Loan, after deducting issuance costs, were INR billion ($ million as of the date of settlement).

In April 2023, the Company entered into an additional unsecured INR billion term loan, also originally due July 2023 (the “April 2023 INR Term Loan”). The net proceeds of the April 2023 INR Term Loan, after deducting issuance costs, were INR billion ($ million as of the date of settlement).

In July 2023, the Company modified and combined the 2022 INR Term Loan and April 2023 INR Term Loan (the “2023 INR Term Loan”), increasing the total unsecured loans to INR billion ($ million as of the date of settlement). The 2023 INR Term Loan matured in July 2024.

The Company obtained the INR Term Loans to serve as economic hedges to offset possible changes in the value of INR-denominated monetary assets due to foreign exchange fluctuations.

Commercial Paper Program and Credit Facility

As of December 31, 2024, the Company has a commercial paper program (the “Commercial Paper Program”) under which the Company is authorized to issue up to $ billion in unsecured commercial paper notes with maturities of up to 397 days from the date of issuance. The Commercial Paper Program is available in U.S. dollars.

In conjunction with the Commercial Paper Program, the Company has a committed five-year unsecured $ billion revolving credit facility (the “Credit Facility”). The Credit Facility, which previously was set to expire on November 8, 2028, was extended and now expires on November 7, 2029. Borrowings under the Credit Facility are available in U.S. dollars and/or euros. The facility fee under

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Note 16.

One vote per share
Dividend rightsB$ Non-voting
Dividend rightsPreferred$ No shares issued or outstanding at December 31, 2024 and 2023. Dividend and voting rights are to be determined by the Board of Directors of the Company upon issuance.

Dividends

The Company declared a quarterly cash dividend on its Class A and Class B Common Stock during each of the four quarters of 2024, 2023 and 2022.

$ $ Total dividends declared$ $ $

Ownership and Governance Structure

% % % %Mastercard Foundation (Class A stockholders) % % % %Principal or Affiliate Customers (Class B stockholders) % % % %

Note: Table may not sum due to rounding.

Class B Common Stock Conversions

Shares of Class B common stock are convertible on a one-for-one basis into shares of Class A common stock. Entities eligible to hold Mastercard’s Class B common stock are defined in the Company’s amended and restated certificate of incorporation (generally the Company’s principal or affiliate customers), and they are restricted from retaining ownership of shares of Class A common stock. Class B stockholders are required to subsequently sell or otherwise transfer any shares of Class A common stock received pursuant to such a conversion.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

million newly authorized shares of Class A common stock to Mastercard Foundation. Mastercard Foundation is a private charitable foundation incorporated in Canada that is controlled by directors who are independent of the Company and its principal customers. Historically, Mastercard Foundation had been restricted from selling or otherwise transferring its shares of Class A common stock prior to May 1, 2027, except to the extent necessary to satisfy its charitable disbursement requirements. In July 2023, pursuant to an application in consultation with the Company, Mastercard Foundation received court approval to advance that date to January 1, 2024. As a result, Mastercard Foundation is now permitted to sell all or part of its remaining shares, subject to certain conditions. In March 2024, Mastercard Foundation began selling shares pursuant to an orderly and structured plan to diversify its Mastercard shares over a seven-year period, while committing to remain a long-term Mastercard stockholder and retaining a significant holding of Mastercard shares in its portfolio.

Common Stock Activity

Purchases of treasury stock()— Share-based payments — Conversion of Class B to Class A common stock ()Balance at December 31, 2022 Purchases of treasury stock()— Share-based payments — Conversion of Class B to Class A common stock ()Balance at December 31, 2023 Purchases of treasury stock()— Share-based payments — Conversion of Class B to Class A common stock ()Balance at December 31, 2024

The Company’s Board of Directors have approved share repurchase programs of its Class A Common Stock authorizing the Company to repurchase shares.

$ $

Dollar-value of shares repurchased

$ $ $ Shares repurchased Average price paid per share$ $ $

As of December 31, 2024, the remaining authorization under the share repurchase programs approved by the Company’s Board of Directors was $ billion.

million dollar-value of shares in 2025, through February 7, 2025. As of February 7, 2025, the remaining authorization under the share repurchase programs approved by the Company’s Board of Directors was $ billion.

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Note 17.

)$()$ $()

Translation adjustments on net investment hedges 2

Cash flow hedges

Foreign exchange contracts 3

() ()()Interest rate contracts() ()

Defined benefit pension and other postretirement plans

() ()Investment securities available-for-sale() Accumulated other comprehensive income (loss)$()$()$()$()

December 31, 2022

Increase / (Decrease)

Reclassifications

December 31, 2023

(in millions)

Foreign currency translation adjustments 1

()

Translation adjustments on net investment hedges 2

()

Cash flow hedges

Foreign exchange contracts 3

()

Interest rate contracts

()

Defined benefit pension and other postretirement plans

()

Investment securities available-for-sale

()

Accumulated other comprehensive income (loss)

()

1During 2024, the increase in the accumulated other comprehensive loss related to foreign currency translation adjustments was driven primarily by the depreciation of the euro, Brazilian real, and British pound against the U.S. dollar. During 2023, the decrease in the accumulated other comprehensive loss related to foreign currency translation adjustments was driven primarily by the appreciation of the euro and British pound against the U.S. dollar.

2During 2024, the increase in the accumulated other comprehensive income related to the net investment hedges was driven by the depreciation of the euro and British pound against the U.S. dollar. During 2023, the decrease in the accumulated other comprehensive income related to the net investment hedges was driven by the appreciation of the euro against the U.S. dollar. See Note 23 (Derivative and Hedging Instruments) for additional information.

Note 18.

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million shares of Class A common stock authorized for equity awards under the LTIP. Although the LTIP permits the issuance of shares of Class B common stock, no such shares have been authorized for issuance. Shares issued as a result of Option exercises and the conversions of RSUs and PSUs were funded primarily with the issuance of new shares of Class A common stock.

Stock Options

Options expire from the date of grant and vest ratably over for awards granted on or after March 1, 2022. For awards granted before March 1, 2022, they vest ratably over . For Options granted, a participant’s unvested awards are forfeited upon termination; however, in the event a participant terminates employment due to disability or retirement more than after receiving the award, the participant retains all of their awards without providing additional service to the Company. Retirement eligibility is dependent upon age and years of service. Compensation expense is recognized over the vesting period as stated in the LTIP.

The fair value of each Option is estimated on the date of grant using a Black-Scholes option pricing model.

% % %Expected term (in years)Expected volatility % % %Expected dividend yield % % %Weighted-average fair value per Option granted$ $ $

The risk-free rate of return was based on the U.S. Treasury yield curve in effect on the date of grant. The expected term and the expected volatility were based on historical Mastercard information. The expected dividend yields were based on the Company’s expected annual dividend rate on the date of grant.

$ Granted $ Exercised()$ Forfeited $ Outstanding at December 31, 2024 $ $ Exercisable at December 31, 2024 $ $ Options vested and expected to vest at December 31, 2024 $ $

As of December 31, 2024, there was $ million of total unrecognized compensation cost related to non-vested Options. The cost is expected to be recognized over a weighted-average period of years.

Restricted Stock Units

For RSUs granted on or after March 1, 2022, the awards generally vest ratably over . For RSUs granted on or after March 1, 2020 but before March 1, 2022, the awards generally vest ratably over . A participant’s unvested awards are forfeited upon termination of employment; however, in the event of termination due to job elimination (as defined by the Company), a participant will retain a pro-rata portion of the unvested awards for services performed through the date of termination. In the event a participant terminates employment due to disability or retirement more than after receiving the award, the participant retains all of their awards without providing additional service to the Company. Compensation expense is recognized over the shorter of the vesting periods stated in the LTIP or the date the individual becomes eligible to retire but not less than .

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

$ Granted $ Converted()$ Forfeited()$ Outstanding at December 31, 2024 $ $ RSUs expected to vest at December 31, 2024 $ $

The fair value of each RSU is the closing stock price on the New York Stock Exchange of the Company’s Class A common stock on the date of grant, adjusted for the exclusion of dividend equivalents. Upon vesting, a portion of the RSU award may be withheld to satisfy the minimum statutory withholding taxes. The remaining RSUs will be settled in shares of the Company’s Class A common stock after the vesting period. As of December 31, 2024, there was $ million of total unrecognized compensation cost related to non-vested RSUs. The cost is expected to be recognized over a weighted-average period of years.

Performance Stock Units

PSUs vest after and are subject to a mandatory one-year post-vest hold, during which they are eligible for dividend equivalents. A participant’s unvested awards are forfeited upon termination of employment; however, in the event of termination due to job elimination (as defined by the Company), a participant will retain a pro-rata portion of the unvested awards for services performed through the date of termination. In the event a participant terminates employment due to disability or retirement more than after receiving the award, the participant retains all of their awards without providing additional service to the Company.

$ Granted $ Converted()$ Other $ Outstanding at December 31, 2024 $ $ PSUs expected to vest at December 31, 2024 $ $

Since 2013, PSUs containing performance and market conditions have been issued. Performance measures used to determine the actual number of shares that vest after three years include net revenue growth, EPS growth and relative total shareholder return (“TSR”). Relative TSR is considered a market condition, while net revenue and EPS growth are considered performance conditions. The Monte Carlo simulation valuation model is used to determine the grant-date fair value.

Compensation expense for PSUs is recognized over the requisite service period, or the date the individual becomes eligible to retire but not less than , if it is probable that the performance target will be achieved and subsequently adjusted if the probability assessment changes. As of December 31, 2024, there was $ million of total unrecognized compensation cost related to non-vested PSUs. The cost is expected to be recognized over a weighted-average period of years.

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$ $ Income tax benefit recognized for equity awards Income tax benefit realized related to Options exercised

Options

Total intrinsic value of Options exercised

RSUs

Weighted-average grant-date fair value of awards granted Total grant-date fair value of awards vested Total intrinsic value of RSUs converted into shares of Class A common stock

PSUs

Weighted-average grant-date fair value of awards granted Total grant-date fair value of awards vested Total intrinsic value of PSUs converted into shares of Class A common stock

Note 19.

2026 2027 2028 2029 Thereafter Total$

Note 20.

$ $ Foreign Income before income taxes$ $ $

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$ $ State and local Foreign

Total current

DeferredFederal()()()State and local()()()Foreign()()

Total deferred

()()()Income tax expense$ $ $

Effective Income Tax Rate

$ $ Federal statutory tax % % %State tax effect, net of federal benefit % % %Foreign tax effect()()%()()%()()%Valuation allowance - U.S. foreign tax credit % %()()%U.S. tax expense on foreign operations % % %Foreign-derived intangible income deduction()()%()()%()()%Windfall benefit()()%()()%()()%Other, net()()%()()% %Income tax expense$ %$ %$ %

Note: Table may not sum due to rounding.

The effective income tax rates for the years ended December 31, 2024, 2023 and 2022 were %, % and %, respectively. The effective income tax rate for 2024 was lower than the effective income tax rate for 2023, primarily due to a discrete tax expense in 2023 related to changes in the valuation allowance associated with the U.S. foreign tax credits deferred tax asset. In 2023, the treatment of foreign taxes paid under the U.S. tax regulations published in 2022 changed due to the foreign tax legislation enacted in Brazil and Notice 2023-55 (the “Notice”), released by the U.S. Department of Treasury (“Treasury”). Therefore, the Company recognized a total $ million discrete tax expense in 2023 to establish the valuation allowance. This discrete tax expense was partially offset by the Company’s ability to claim more U.S. foreign tax credits generated in 2022 and 2023 due to the Notice. Additionally, a change in the Company’s geographic mix of earnings in 2024 contributed to the lower effective income tax rate compared to the prior year.

The effective income tax rate for 2023 was higher than the effective income tax rate for 2022, primarily due to changes in the valuation allowance associated with the deferred tax asset related to U.S. foreign tax credits. In 2022, the Company recognized a discrete tax benefit of $ million to release the valuation allowance resulting from U.S. tax regulations published in the first quarter of 2022 (the “2022 Regulations”). In 2023, the treatment of foreign taxes paid under the 2022 Regulations changed due to foreign tax legislation enacted in Brazil and the Notice released by Treasury. Therefore, the Company recognized a total $ million discrete tax expense in 2023 to establish the valuation allowance. The discrete tax expense recognized in 2023 was partially offset by the Company’s ability to claim more U.S. foreign tax credits generated in 2022 and 2023 due to the Notice.

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-year period commencing January 1, 2010 on taxable income in excess of a base amount. The Company continued to explore business opportunities in this region, resulting in an expansion of the incentives being granted by the Ministry of Finance, including a further reduction to the income tax rate on taxable income in excess of a revised fixed base amount commencing July 1, 2011 and continuing through December 31, 2025. Without the incentive grant, MAPPL would have been subject to the statutory income tax rate on its earnings. For 2024, 2023 and 2022, the impact of the incentive grant received from the Ministry of Finance resulted in a reduction of MAPPL’s income tax liability of $ million, or $ per diluted share, $ million, or $ per diluted share, and $ million, or $ per diluted share, respectively.

Indefinite Reinvestment

As of December 31, 2024 the Company does not accrue taxes on $ billion of foreign earnings that remain permanently reinvested outside the U.S. The Company expects that taxes associated with any future repatriation of these earnings are immaterial.

Deferred Income Taxes

Deferred tax assets and liabilities represent the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities.

$ Compensation and benefits Net operating losses U.S. foreign tax credits

Property and equipment

Intangible assets

Lease liabilities

Other items Less: Valuation allowance()()

Total deferred tax assets

Deferred tax liabilities

Prepaid expenses and other accruals Gains on equity investments Goodwill and intangible assets

Right-of-use lease assets

Other items

Total deferred tax liabilities

Net deferred tax assets

$ $

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$ $()$ $ $ $ $ $ $

Net operating and capital losses 2

() Total$ $ $()$ $ $ $ $ $ $

1The 2022 activity resulted in a full release of the valuation allowance associated with the U.S. foreign tax credit carryforward due to final U.S. tax regulations published in 2022. The 2023 activity resulted in the establishment of the valuation allowance associated with the U.S. foreign tax credit carryforward due to foreign tax legislation enacted in Brazil and the Notice released by Treasury.

2Capital losses are included within other items in the deferred tax assets section of the components of the Deferred Income Taxes table above.

The recognition of foreign tax credits is dependent upon the realization of future foreign source income in the appropriate foreign tax credit basket in accordance with U.S. federal income tax law. The recognition of the net operating and capital losses is dependent on the timing and character of future taxable income in the applicable jurisdictions. As of December 31, 2024, the Company had a foreign tax credit carryforward and tax effected net operating loss carryforwards of $ million and $ million, respectively. The foreign tax credits begin to expire in 2029 and the majority of the net operating losses can be carried forward indefinitely.

$ $ Additions:Current year tax positions

Prior year tax positions 1

Reductions:

Prior year tax positions 1

()()()Settlements with tax authorities ()Expired statute of limitations()()()Ending balance$ $ $

1Includes immaterial translational impact of currency.

As of December 31, 2024, the amount of unrecognized tax benefit was $ million. This amount, if recognized, would reduce income tax expense by $ million. In 2024, the decrease in the Company’s unrecognized tax benefits was primarily due to the withdrawal of a prior year refund claim, which had no impact on the consolidated results of operations or financial condition.

The Company is subject to tax in the United States, Belgium, Singapore, the United Kingdom and various other foreign jurisdictions, as well as state and local jurisdictions. Uncertain tax positions are reviewed on an ongoing basis and are adjusted after considering facts and circumstances, including progress of tax audits, developments in case law and closing of statutes of limitation. Within the next twelve months, the Company believes that the resolution of certain federal, foreign and state and local examinations is reasonably possible and that a change in estimate, reducing unrecognized tax benefits, may occur. While such a change may be significant, it is not possible to provide a range of the potential change until the examinations progress further or the related statutes of limitation expire. The Company has effectively settled its U.S. federal income tax obligations through 2014. With limited exception, the Company is no longer subject to state and local or foreign examinations by tax authorities for years before 2014.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 21.

% of the monetary portion of the settlement. In the event of a settlement involving only Mastercard and the financial institutions with respect to their issuance of Mastercard cards, Mastercard would pay % of the monetary portion of such settlement.

In 2012, the parties entered into a definitive settlement agreement with respect to the U.S. MDL Litigation Cases (including with respect to the claims related to the IPO) and the defendants separately entered into a settlement agreement with the individual

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% of the Damages Class interchange volume choosing to opt out of the settlement. The Damages Class settlement agreement became final in August 2023. Since 2018, Mastercard has reached settlements or agreements in principle to settle with over opt-out merchants. These opt-out merchant settlements, along with the Damages Class settlement, represent over % of Mastercard’s U.S. interchange volume.

Approximately individual opt-out merchants continue to litigate, seeking treble damages and attorneys’ fees and costs. During the first quarter of 2024, the district court denied the defendants’ motions for summary judgment with respect to these ongoing individual opt-out merchant cases, sending the cases back to their original jurisdictions for trials. In October 2024, the remaining opt-out merchants submitted expert reports on liability and damages issues. The aggregate single damages claimed by these merchants total approximately $ billion with respect to their Mastercard purchase volume. Mastercard would be responsible for % of any Mastercard-related judgment pursuant to the December 2011 judgment and settlement sharing agreement discussed above. The first trial in the opt-out merchant cases, which will involve of the larger opt-out merchants, has been scheduled for October 2025.

In 2021, the district court granted the Rules Relief Class’s motion for class certification. In March 2024, the parties to the Rules Relief Class litigation entered into a settlement agreement to resolve the Rules Relief Class claims. The court held a preliminary settlement approval hearing in June 2024, and subsequently issued a decision denying approval of the settlement. The parties are in ongoing settlement discussions. The court has not yet scheduled a trial date.

As of December 31, 2024 and 2023, Mastercard had accrued a liability of $ million and $ million, respectively, for the U.S. MDL Litigation Cases. The liability as of December 31, 2024 represents Mastercard’s best estimate of its probable liabilities in these matters and does not represent an estimate of a loss, if any, if the matters were litigated to a final outcome. Mastercard cannot estimate the potential liability if that were to occur.

Europe. Since 2012, a number of United Kingdom (“U.K.”) merchants filed claims or threatened litigation against Mastercard seeking damages for excessive costs paid for acceptance of Mastercard credit and debit cards arising out of alleged anti-competitive conduct with respect to, among other things, Mastercard’s cross-border interchange fees and its U.K. and Ireland domestic interchange fees (the “U.K. Merchant claimants”). In addition, Mastercard has faced similar filed or threatened litigation by merchants with respect to interchange rates in other countries in Europe (the “Pan-European Merchant claimants”). Mastercard has resolved a substantial amount of these damages claims through settlement or judgment. Following these settlements, approximately £ billion (approximately $ billion as of December 31, 2024) of unresolved damages claims remain. Mastercard continues to litigate with the remaining U.K. and Pan-European Merchant claimants and it has submitted statements of defense disputing liability and damages claims. A number of those matters are now progressing with motion practice and discovery. A hearing involving multiple merchant cases was completed in March 2024 concerning certain liability issues with respect to merchant claims for damages related to post-Interchange Fee Regulation consumer interchange fees as well as commercial and inter-regional interchange fees.

In a separate matter, Mastercard and Visa were served with a proposed collective action complaint in the U.K. on behalf of merchants seeking damages for commercial card transactions in both the U.K. and the European Union. In December 2023, the plaintiffs filed a revised collective action application claiming damages against Mastercard in excess of £ billion (approximately $ billion as of December 31, 2024). In June 2024, the court granted the plaintiffs’ collective action application. Mastercard’s request for permission to appeal this ruling was denied.

In 2016, a proposed collective action was filed in the United Kingdom on behalf of U.K. consumers seeking damages for intra-European Economic Area (“EEA”) and domestic U.K. interchange fees that were allegedly passed on to consumers by merchants between 1992 and 2008. The complaint, which seeks to leverage the European Commission’s 2007 decision on intra-EEA interchange fees, claims damages in an amount that exceeds £ billion (approximately $ billion as of December 31, 2024). In 2021, the trial court issued a decision in which it granted class certification to the plaintiffs but narrowed the scope of the class. Since January 2023, the trial court has held hearings on various issues, including whether any causal connection existed between the levels of Mastercard’s intra-EEA interchange fees and U.K. domestic interchange fees and regarding Mastercard’s request to narrow the number of years of damages sought by the plaintiffs on statute of limitations grounds. In February 2024, the trial court ruled in

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

of the plaintiffs’ damages claims on statute of limitations grounds. The plaintiffs’ request for permission to appeal this ruling was granted. In December 2024, the parties entered into a settlement agreement to resolve this matter. The parties have submitted supporting papers to the court seeking approval of the settlement, and the court has scheduled a hearing on settlement approval for late February 2025. Mastercard recorded an accrual of £ million ($ million as of December 31, 2024) in connection with this settlement agreement.

Mastercard has been named as a defendant in a proposed consumer collective action filed in Portugal on behalf of Portuguese consumers. The complaint, which seeks to leverage the 2019 resolution of the European Commission’s investigation of Mastercard’s central acquiring rules and interregional interchange fees, claims damages of approximately € billion (approximately $ billion as of December 31, 2024) for interchange fees that were allegedly passed on to consumers by Portuguese merchants for a period of approximately years. Mastercard has submitted a statement of defense that disputes both liability and damages.

Australia. In 2022, the Australian Competition & Consumer Commission (“ACCC”) filed a complaint targeting certain agreements entered into by Mastercard and certain Australian merchants related to Mastercard’s debit program. The ACCC alleges that by entering into such agreements, Mastercard engaged in conduct with the purpose of substantially lessening competition in the supply of debit card acceptance services. The ACCC seeks both declaratory relief and monetary fines and costs. A hearing on liability issues has been scheduled for March 2025.

ATM Non-Discrimination Rule Surcharge Complaints

In 2011, a trade association of independent ATM operators and independent ATM operators filed a complaint styled as a class action lawsuit in the U.S. District Court for the District of Columbia against both Mastercard and Visa (the “ATM Operators Class Complaint”). Plaintiffs seek to represent a class of non-bank operators of ATM terminals that operate in the United States with the discretion to determine the price of the ATM access fee for the terminals they operate. Plaintiffs allege that Mastercard and Visa have violated Section 1 of the Sherman Act by imposing rules that require ATM operators to charge non-discriminatory ATM surcharges for transactions processed over Mastercard’s and Visa’s respective networks that are not greater than the surcharge for transactions over other networks accepted at the same ATM. Plaintiffs seek both injunctive and monetary relief equal to treble the damages they claim to have sustained as a result of the alleged violations and their costs of suit, including attorneys’ fees.

Subsequently, multiple related complaints were filed in the U.S. District Court for the District of Columbia alleging both federal antitrust and multiple state unfair competition, consumer protection and common law claims against Mastercard and Visa on behalf of different putative classes of users of ATM services. The claims in these actions largely mirror the allegations made in the ATM Operators Class Complaint, although these complaints seek damages on behalf of consumers of ATM services who pay allegedly inflated ATM fees at both bank (“Bank ATM Consumer Class Complaint”) and non-bank (“Non-bank ATM Consumer Class Complaint”) ATM operators as a result of the defendants’ ATM rules. Plaintiffs seek both injunctive and monetary relief equal to treble the damages they claim to have sustained as a result of the alleged violations and their costs of suit, including attorneys’ fees.

In 2019, the plaintiffs in all class complaints filed with the district court their motions for class certification. In 2023, the D.C. Circuit Court affirmed the district court’s previous order granting class certification. The U.S. Supreme Court declined to hear the defendants’ appeal of the certification decision.

In May 2024, Mastercard executed a settlement agreement with the class lawyers representing the Bank ATM Consumer Class, subject to court approval. At a hearing held in January 2025, the court indicated that it intends to provide final approval of the settlement. During the first quarter of 2024, Mastercard recorded an accrual of $ million in connection with this matter. The litigation with the ATM Operators Class and Non-bank ATM Consumer Class is ongoing. The plaintiffs in these remaining class complaints, in aggregate, allege over $ billion in single damages against all of the defendants.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

billion against the Network Defendants. The Network Defendants submitted expert reports rebutting both liability and damages and all briefs on summary judgment have been submitted. In September 2024, the district court denied the Network Defendants’ motion for summary judgment.

Telephone Consumer Protection Class Action

Mastercard is a defendant in a Telephone Consumer Protection Act (“TCPA”) class action pending in Florida. The plaintiffs are individuals and businesses who allege that approximately unsolicited faxes were sent to them advertising a Mastercard co-brand card issued by First Arkansas Bank (“FAB”). The TCPA provides for uncapped statutory damages of $ per fax. Mastercard has asserted various defenses to the claims, and has notified FAB of an indemnity claim that it has (which FAB has disputed). In 2019, the Federal Communications Commission (“FCC”) issued a declaratory ruling clarifying that the TCPA does not apply to faxes sent to online fax services that are received online via email. In 2021, the trial court granted plaintiffs’ request for class certification, but narrowed the scope of the class to stand alone fax recipients only. Mastercard’s request to appeal that decision was denied. Briefing on plaintiffs’ motion to amend the class definition and Mastercard’s cross-motion to decertify the stand alone fax recipient class was completed in April 2023 and the parties await the court’s decision.

U.S. Department of Justice Investigation

In March 2023, Mastercard received a Civil Investigative Demand (“CID”) from the U.S. Department of Justice Antitrust Division (“DOJ”) seeking documents and information regarding a potential violation of Sections 1 or 2 of the Sherman Act. The CID focuses on Mastercard’s U.S. debit program and competition with other payment networks and technologies. Mastercard is cooperating with the DOJ in connection with the CID.

European Commission Investigation

In August 2024, Mastercard received a formal request for information from the European Commission seeking documents and information in connection with an investigation into alleged anti-competitive behavior of certain card scheme services in the European Union/EEA. The request focuses on Mastercard’s practices regarding network fees related to acquirers. Mastercard is cooperating with the European Commission in connection with the request.

Note 22.

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Risk mitigation arrangements applied to settlement exposure

()()

Net settlement exposure

$ $

Note 23.

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billion of the % Senior Notes due March 2050. In effect, the interest rate swap synthetically converts the fixed interest rate on this debt to a variable interest rate based on the Secured Overnight Financing Rate (“SOFR”) Overnight Index Swap Rate. The net impact to interest expense for the years ended December 31, 2024, 2023 and 2022 was not material.

Net Investment Hedges

The Company may use foreign currency denominated debt and/or foreign exchange derivative contracts to hedge a portion of its net investment in foreign subsidiaries against adverse movements in exchange rates. The effective portion of the net investment hedge is recorded as a currency translation adjustment in accumulated other comprehensive income (loss). Forward points are excluded from the effectiveness assessment and are amortized to general and administrative expenses on the consolidated statements of operations over the hedge period. The amounts recognized in earnings related to forward points for the years ended December 31, 2024, 2023 and 2022 were not material.

As of December 31, 2024 and 2023, the Company had € billion and € billion euro-denominated debt outstanding designated as hedges of a portion of its net investment in its European operations. In December 2024 and 2023, the Company de-designated € million and € million of the euro-denominated debt as net investment hedges to effectively manage changes in its net investment exposures in foreign subsidiaries. The € million of euro-denominated debt de-designated in December 2023 was subsequently re-designated as a net investment hedge effective April 2024. For the years ended December 31, 2024, 2023 and 2022 the Company recorded pre-tax net foreign currency gains (losses) of $ million, $() million and $ million, respectively, in other comprehensive income (loss).

As of December 31, 2024 and 2023, the Company had net foreign currency gains of $ million and $ million, after tax, respectively, in accumulated other comprehensive income (loss) associated with this hedging activity.

Non-designated Derivatives

The Company may also enter into foreign exchange derivative contracts to serve as economic hedges, such as to offset possible changes in the value of monetary assets and liabilities due to foreign exchange fluctuations, without designating these derivative contracts as hedging instruments. In addition, the Company is subject to foreign exchange risk as part of its daily settlement activities. This risk is typically limited to a few days between when a payment transaction takes place and the subsequent settlement with customers. To manage this risk, the Company may enter into short duration foreign exchange derivative contracts based upon anticipated receipts and disbursements for the respective currency position. The objective of these activities is to reduce the Company’s exposure to volatility arising from gains and losses resulting from fluctuations of foreign currencies against its functional currencies. Gains and losses resulting from changes in fair value of these contracts are recorded in general and administrative expenses on the consolidated statements of operations, net, along with the foreign currency gains and losses on monetary assets and liabilities.

$ $ $ $ $

Interest rate contracts in a fair value hedge 2

Foreign exchange contracts in a net investment hedge 1

Derivatives not designated as hedging instruments

Foreign exchange contracts 1

Total

$ $ $ $ $ $

1Foreign exchange derivative assets and liabilities are included within prepaid expenses and other current assets, other assets and other current liabilities on the consolidated balance sheets.

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$()$ Net revenue$ $()$

General and administrative 2

$ $ $ Interest rate contracts$ $ $ Interest expense$()$()$()Derivative financial instruments in a net investment hedge relationship:Foreign exchange contracts $ $()$

1Includes immaterial amounts excluded from the effectiveness assessment recognized in other comprehensive income (loss).

2Includes immaterial amounts excluded from the effectiveness assessment recognized in earnings.

The Company estimates that the pre-tax amount of the net deferred loss on cash flow hedges recorded in accumulated other comprehensive income (loss) at December 31, 2024 that will be reclassified into the consolidated statements of operations within the next 12 months is not material.

$ $

Note 24.

reportable operating segment, “Payment Solutions.” The Payment Solutions segment derives its revenues from a wide range of payment solutions provided to customers. Revenue is generated from offering customers access to Mastercard’s continuous payment network, as well as by providing value-added services and solutions, whether integrated and sold with the payment network or on a stand-alone basis. Revenue is recognized when services are performed in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services (i.e., fees charged to customers). All of the segment’s activities are interrelated, and each activity is dependent upon and supportive of the other. Accordingly, all significant operating decisions are based upon analysis of Mastercard at the consolidated level. The accounting policies of the Payment Solutions segment are the same as those described in Note 1 (Summary of Significant Accounting Policies).

Mastercard’s Chief Executive Officer has been identified as the chief operating decision-maker (“CODM”). The CODM assesses performance for the Payment Solutions segment and decides how to allocate resources, including whether to reinvest profits into the Payment Solutions segment or into other business activities such as for acquisitions, to pay dividends or for share repurchases, based on net income as reported on the consolidated statements of operations (“Consolidated Net Income”). The CODM uses

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$ $

Less:

Personnel

Professional Fees

Data processing and telecommunications

Foreign exchange activity

Advertising and marketing

Depreciation and amortization

Provision for litigation

Investment Income

()()()

(Gains) losses on equity investments, net

Interest expense

Other (income) expense, net

() ()

Income tax expense

Other segment items 1

Consolidated Net Income

$ $ $

1Includes fulfillment costs, occupancy costs, travel and meeting expenses, and other overhead expenses.

Revenue by geographic market is based on the location of the Company’s customer that issued the card, the location of the merchant acquirer where the card is being used or the location of the customer receiving services. Revenue generated in the U.S. was approximately % of net revenue in 2024, % in 2023 and % in 2022. No individual country, other than the U.S., generated more than 10% of net revenue in those periods. Mastercard did not have any individual customer that generated greater than 10% of net revenue in 2024, 2023 or 2022.

$ $ Other countries Total$ $ $

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Item 9. Changes in and disagreements with accountants on accounting and financial disclosure

Not applicable.

Item 9A. Controls and procedures

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and to ensure that information required to be disclosed is accumulated and communicated to management, including our President and Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding disclosure. The President and Chief Executive Officer and the Chief Financial Officer, with assistance from other members of management, have reviewed the effectiveness of our disclosure controls and procedures as of December 31, 2024 and, based on their evaluation, have concluded that the disclosure controls and procedures were effective as of such date.

Internal Control over Financial Reporting

In addition, Mastercard Incorporated’s management assessed the effectiveness of Mastercard’s internal control over financial reporting as of December 31, 2024. Management’s report on internal control over financial reporting is included in Part II, Item 8. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this Annual Report on Form 10-K and, as part of their audit, has issued their report, included herein, on the effectiveness of our internal control over financial reporting.

Changes in Internal Control over Financial Reporting

There was no change in Mastercard’s internal control over financial reporting that occurred during the three months ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, Mastercard’s internal control over financial reporting.

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ITEM 9B. OTHER INFORMATION

Item 9B. Other information

or trading arrangements for the sale of shares of our common stock as follows.

Action

Date

Plans

Number of Securities to be Sold

Expiration

Rule 10b5-1 1

Non-Rule 10b5-1 2

Up to (i) 29,952 shares of Class A common stock underlying employee stock options and (ii) 41,891 shares of Class A common stock underlying unvested restricted stock units and vested but not yet settled performance stock units 3

The earlier of (i) the date when all securities under plan are exercised and sold and (ii) November 15, 2025

Up to (i) 13,040 shares of Class A common stock underlying employee stock options and (ii) 5,034 shares of Class A common stock

The earlier of (i) the date when all securities under plan are exercised and sold and (ii) November 18, 2025

Up to (i) 33,008 shares of Class A common stock underlying employee stock options and (ii) 3,100 shares of Class A common stock

The earlier of (i) the date when all securities under plan are exercised and sold and (ii) June 30, 2025

Up to 13,456 shares of Class A common stock underlying employee stock options

The earlier of (i) the date when all securities under plan are exercised and sold and (ii) February 27, 2026

1Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

2Not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

3The Rule 10b5-1 trading arrangement provides for the sale of a percentage of shares to be received upon future vesting of certain outstanding equity awards, net of any shares withheld by us to satisfy applicable taxes. The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to Mr. Miebach’s Rule 10b5-1 trading arrangement, can only be determined upon the occurrence of future vesting events. For purposes of this disclosure, we have reported the maximum aggregate number of shares to be sold without subtracting any shares to be withheld upon future vesting events.

Other Information

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, we hereby incorporate by reference herein the disclosure contained in Exhibit 99.1 of this Report.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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PART III

Item 10. Directors, executive officers and corporate governance

Item 11. Executive compensation

Item 12. Security ownership of certain beneficial owners and management and related stockholder matters

Item 13. Certain relationships and related transactions, and director independence

Item 14. Principal accountant fees and services

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Item 10. Directors, executive officers and corporate governance

Information regarding our executive officers is included in section “Information about our executive officers” in Part I of this Report. Additional information required by this Item will appear in our definitive proxy statement to be filed with the SEC and delivered to stockholders in connection with our 2025 annual meeting of stockholders (the “Proxy Statement”), and is incorporated by reference into this Report.

Item 11. Executive compensation

The information required by this Item will appear in the Proxy Statement and is incorporated by reference into this Report.

Item 12. Security ownership of certain beneficial owners and management and related stockholder matters

The information required by this Item will appear in the Proxy Statement and is incorporated by reference into this Report.

Item 13. Certain relationships and related transactions, and director independence

The information required by this Item will appear in the Proxy Statement and is incorporated by reference into this Report.

Item 14. Principal accountant fees and services

The information required by this Item will appear in the Proxy Statement and is incorporated by reference into this Report.

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PART IV

Item 15. Exhibits and financial statement schedules

Item 16. Form 10-K summary

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Item 15. Exhibits and financial statement schedules

(a)The following documents are filed as part of this Report:

1Consolidated Financial Statements

See Index to Consolidated Financial Statements in Part II, Item 8.

2Consolidated Financial Statement Schedules

None.

3The following exhibits are filed as part of this Report or, where indicated, were previously filed and are hereby incorporated by reference:

Refer to the Exhibit Index included herein.

Item 16. Form 10-K summary

None.

113 MASTERCARD 2024 FORM 10-K

EXHIBIT INDEX

Exhibit index


Exhibit number						Exhibit Description
3.1						Amended and Restated Certificate of Incorporation of Mastercard Incorporated (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 24, 2022 (File No. 001-32877)).
3.2						Amended and Restated By-Laws of Mastercard Incorporated (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed December 11, 2023 (File No. 001-32877)).
4.1						Indenture, dated as of March 31, 2014, between the Company and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 31, 2014 (File No. 001-32877)).
4.2						Officer’s Certificate of the Company, dated as of December 1, 2015 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on December 1, 2015 (File No. 001-32877)).
4.3						Form of Global Note representing the Company’s 2.100% Notes due 2027 (included in Officer’s Certificate of the Company, dated as of December 1, 2015) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on December 1, 2015 (File No. 001-32877)).
4.4						Form of Global Note representing the Company’s 2.500% Notes due 2030 (included in Officer’s Certificate of the Company, dated as of December 1, 2015) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on December 1, 2015 (File No. 001-32877)).
4.5						Officer’s Certificate of the Company, dated as of November 21, 2016 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on November 21, 2016 (File No. 001-32877)).
4.6						Form of Global Note representing the Company’s 2.950% Notes due 2026 (included in Officer’s Certificate of the Company, dated as of November 21, 2016) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on November 21, 2016 (File No. 001-32877)).
4.7						Form of Global Note representing the Company’s 3.800% Notes due 2046 (included in Officer’s Certificate of the Company, dated as of November 21, 2016) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on November 21, 2016 (File No. 001-32877)).
4.8						Officer’s Certificate of the Company, dated as of February 26, 2018 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on February 26, 2018 (File No. 001-32877)).
4.9						Form of Global Note representing the Company’s 3.5% Notes due 2028 (included in Officer’s Certificate of the Company, dated as of February 26, 2018) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on February 26, 2018 (File No. 001-32877)).
4.10						Form of Global Note representing the Company’s 3.95% Notes due 2048 (included in Officer’s Certificate of the Company, dated as of February 26, 2018) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on February 26, 2018 (File No. 001-32877)).
4.11						Officer’s Certificate of the Company, dated as of May 31, 2019 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on May 31, 2019 (File No. 001-32877)).
4.12						Form of Global Note representing the Company’s 2.950% Notes due 2029 (included in Officer’s Certificate of the Company, dated as of May 31, 2019) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on May 31, 2019 (File No. 001-32877)).
4.13						Form of Global Note representing the Company’s 3.650% Notes due 2049 (included in Officer’s Certificate of the Company, dated as of May 31, 2019) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on May 31, 2019 (File No. 001-32877)).
4.14						Officer’s Certificate of the Company, dated as of December 3, 2019 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on December 3, 2019 (File No. 001-32877)).
4.15						Form of Global Note representing the Company’s 2.000% Notes due 2025 (included in Officer’s Certificate of the Company, dated as of December 3, 2019) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on December 3, 2019 (File No. 001-32877)).
4.16						Officer’s Certificate of the Company, dated as of March 26, 2020 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 26, 2020 (File No. 001-32877)).
4.17						Form of Global Note representing the Company’s 3.300% Notes due 2027 (included in Officer’s Certificate of the Company, dated as of March 26, 2020) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 26, 2020 (File No. 001-32877)).
4.18						Form of Global Note representing the Company’s 3.350% Notes due 2030 (included in Officer’s Certificate of the Company, dated as of March 26, 2020) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 26, 2020 (File No. 001-32877)).
4.19						Form of Global Note representing the Company’s 3.850% Notes due 2050 (included in Officer’s Certificate of the Company, dated as of March 26, 2020) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 26, 2020 (File No. 001-32877)).
4.20						Officer’s Certificate of the Company, dated as of March 4, 2021 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 4, 2021 (File No. 001-32877)).
4.21						Form of Global Note representing the Company’s 1.900% Notes due 2031 (included in Officer’s Certificate of the Company, dated as of March 4, 2021) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 4, 2021 (File No. 001-32877)).
4.22						Form of Global Note representing the Company’s 2.950% Notes due 2051 (included in Officer’s Certificate of the Company, dated as of March 4, 2021) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 4, 2021 (File No. 001-32877)).
4.23						Officer’s Certificate of the Company, dated as of November 18, 2021 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on November 18, 2021 (File No. 001-32877)).
4.24						Form of Global Note representing the Company’s 2.000% Notes due 2031 (included in Officer’s Certificate of the Company, dated as of November 18, 2021) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on November 18, 2021 (File No. 001-32877)).
4.25						Officer’s Certificate of the Company, dated as of February 22, 2022 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on February 22, 2022 (File No. 001-32877)).
4.26						Form of Global Note representing the Company’s 1.000% Notes due 2029 (included in Officer’s Certificate of the Company, dated as of February 22, 2022) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on February 22, 2022 (File No. 001-32877)).
4.27						Officer’s Certificate of the Company, dated as of March 9, 2023 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 9, 2023 (File No. 001-32877)).
4.28						Form of Global Note representing the Company’s 4.875% Notes due 2028 (included in Officer’s Certificate of the Company, dated as of March 9, 2023) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 9, 2023 (File No. 001-32877)).
4.29						Form of Global Note representing the Company’s 4.850% Notes due 2033 (included in Officer’s Certificate of the Company, dated as of March 9, 2023) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 9, 2023 (File No. 001-32877)).
4 .30						Officer’s Certificate of the Company, dated as of Ma y 9, 202 4 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on Ma y 9, 202 4 (File No. 001-32877)).
4 .31						Form of Global Note representing the Company’s 4.875% Notes due 20 34 (included in Officer’s Certificate of the Company, dated as of Ma y 9, 202 4 ) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on Ma y 9, 202 4 (File No. 001-32877)).
4 .32						Officer’s Certificate of the Company, dated as of September 5 , 202 4 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on September 5 , 202 4 (File No. 001-32877)).
4 .33						Form of Global Note representing the Company’s 4.100 % Notes due 2028 (included in Officer’s Certificate of the Company, dated as of September 5 , 202 4 ) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on September 5, 2024 (File No. 001-32877)).
4 .34						Form of Global Note representing the Company’s 4.35 0% Notes due 20 3 2 (included in Officer’s Certificate of the Company, dated as of September 5, 2024) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on September 5, 2024 (File No. 001-32877)).
4 .35						Form of Global Note representing the Company’s 4.55 0% Notes due 20 35 (included in Officer’s Certificate of the Company, dated as of September 5, 2024) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on September 5, 2024 (File No. 001-32877)).
4.36						Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.29 of the Company’s Annual Report on Form 10-K filed on February 14, 2023 (File No. 001-32877)).
10.1						$8,000,000,000 Amended and Restated Credit Agreement, dated as of November 10, 2022, among Mastercard Incorporated, the several lenders and agents from time to time party thereto, Citibank, N.A., as managing administrative agent and JPMorgan Chase Bank, N.A. as administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Annual Report on Form 10-K filed on February 14, 2023 (File No. 001-32877)).
10.2+						Mastercard International Senior Executive Annual Incentive Compensation Plan, as amended and restated effective June 12, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed July 27, 2023 (File No. 001-32877)).
10.3+						Mastercard International Incorporated Restoration Program, as amended and restated January 1, 2007 unless otherwise provided (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed February 19, 2009 (File No. 001-32877)).
10.4+*						Mastercard Incorporated Deferral Plan, as amended and restated effective June 1 5 , 20 17 for account balances established after December 31, 2004.
10.5+						Mastercard Incorporated 2006 Long Term Incentive Plan, amended and restated effective June 22, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed July 29, 2021 (File No. 001-32877)).
10.6+						Form of Restricted Stock Unit Agreement for awards under 2006 Long Term Incentive Plan (effective for awards granted on and subsequent to March 1, 202 4 ) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed May 1 , 202 4 (File No. 001-32877)).
10.7+						Form of Stock Option Agreement for awards under 2006 Long Term Incentive Plan (effective for awards granted on and subsequent to March 1, 202 4 ) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed May 1 , 202 4 (File No. 001-32877)).
10.8+						Form of Performance Stock Unit Agreement for awards under 2006 Long Term Incentive Plan (effective for awards granted on and subsequent to March 1, 202 4 ) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed May 1 , 202 4 (File No. 001-32877)).
10.9+						Form of Mastercard Incorporated Long Term Incentive Plan Non-Competition and Non-Solicitation Agreement for named executive officers (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed February 16, 2012 (File No. 001-32877)).
10.10+						Amended and Restated Mastercard International Incorporated Executive Severance Plan, amended and restated as of October 17, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed October 26, 2023 (File No. 001-32877)).
10.11+						Amended and Restated Mastercard International Incorporated Change in Control Severance Plan, amended and restated as of October 17, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed October 26, 2023 (File No. 001-32877)).
10.12+						Mastercard Incorporated Employee Stock Purchase Plan, effective as of June 27, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed July 27, 2023 (File No. 001-32877)).
10.13						2006 Non-Employee Director Equity Compensation Plan, amended and restated effective as of June 22, 2021 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed July 29, 2021 (File No. 001-32877)).
10.14						Form of Deferred Stock Unit Agreement for awards under 2006 Non-Employee Director Equity Compensation Plan, (effective for awards granted on and subsequent to June 18 , 202 4 ) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed July 31 , 202 4 (File No. 001-32877)).
10.15						Form of Restricted Stock Agreement for awards under 2006 Non-Employee Director Equity Compensation Plan (effective for awards granted on and subsequent to June 18 , 202 4 ) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed July 31 , 202 4 (File No. 001-32877)).
10.16						Form of Indemnification Agreement between Mastercard Incorporated and certain of its directors (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed May 2, 2006 (File No. 000-50250)).
10.17						Form of Indemnification Agreement between Mastercard Incorporated and certain of its director nominees (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed May 2, 2006 (File No. 000-50250)).
10.18						Deed of Gift between Mastercard Incorporated and Mastercard Foundation (incorporated by reference to Exhibit 10.28 to Pre-Effective Amendment No. 5 to the Company’s Registration Statement on Form S-1 filed May 3, 2006 (File No. 333-128337)).
10.19						Settlement Agreement, dated as of June 4, 2003, between Mastercard International Incorporated and Plaintiffs in the class action litigation entitled In Re Visa Check/MasterMoney Antitrust Litigation (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed August 8, 2003 (File No. 000-50250)).
10.20						Stipulation and Agreement of Settlement, dated July 20, 2006, between Mastercard Incorporated, the several defendants and the plaintiffs in the consolidated federal class action lawsuit titled In re Foreign Currency Conversion Fee Antitrust Litigation (MDL 1409), and the California state court action titled Schwartz v. Visa Int’l Corp., et al. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed November 1, 2006 (File No. 001-32877)).
10.21						Omnibus Agreement Regarding Interchange Litigation Judgment Sharing and Settlement Sharing, dated as of February 7, 2011, by and among Mastercard Incorporated, Mastercard International Incorporated, Visa Inc., Visa U.S.A. Inc., Visa International Service Association and Mastercard’s customer banks that are parties thereto (incorporated by reference to Exhibit 10.33 to Amendment No.1 to the Company’s Annual Report on Form 10-K/A filed on November 23, 2011).
10.21.1						Amendment to Omnibus Agreement Regarding Interchange Litigation Judgment Sharing and Settlement Sharing, dated as of August 25, 2014, by and among Mastercard Incorporated, Mastercard International Incorporated, Visa Inc., Visa U.S.A Inc., Visa International Service Association and Mastercard’s customer banks that are parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed October 30, 2014 (File No. 001-32877)).
10.21.2						Second Amendment to Omnibus Agreement Regarding Interchange Litigation Judgment Sharing and Settlement Sharing, dated as of October 22, 2015, by and among Mastercard Incorporated, Mastercard International Incorporated, Visa Inc., Visa U.S.A Inc., Visa International Service Association and Mastercard’s customer banks that are parties thereto (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed October 29, 2015 (File No. 001-32877)).
10.22**						Mastercard Settlement and Judgment Sharing Agreement, dated as of February 7, 2011, by and among Mastercard Incorporated, Mastercard International Incorporated and Mastercard’s customer banks that are parties thereto (incorporated by reference to Exhibit 10.34 to Amendment No.1 to the Company’s Annual Report on Form 10-K/A filed on November 23, 2011).
10.22.1						Amendment to Mastercard Settlement and Judgment Sharing Agreement, dated as of August 26, 2014, by and among Mastercard Incorporated, Mastercard International Incorporated and Mastercard’s customer banks that are parties thereto (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed October 30, 2014 (File No. 001-32877)).
10.22.2						Second Amendment to Mastercard Settlement and Judgment Sharing Agreement, dated as of October 22, 2015, by and among Mastercard Incorporated, Mastercard International Incorporated and Mastercard’s customer banks that are parties thereto (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed October 29, 2015 (File No. 001-32877)).
10.23						Superseding and Amended Class Settlement Agreement, dated September 17, 2018, by and among Mastercard Incorporated and Mastercard International Incorporated; Visa, Inc., Visa U.S.A. Inc. and Visa International Service Association; the Class Plaintiffs defined therein; and the Customer Banks defined therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 18, 2018 (File No. 001-32877)).
1 9.1*
21*						List of Subsidiaries of Mastercard Incorporated.
23.1*						Consent of PricewaterhouseCoopers LLP.
31.1*						Certification of Michael Miebach, President and Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Sachin Mehra, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*						Certification of Michael Miebach, President and Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*						Certification of Sachin Mehra, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1						Mastercard Incorporated Executive Officer Incentive Compensation Recovery Policy, effective October 2, 2023 (incorporated by reference to Exhibit 9 7.1 of the Company’s Annual Report on Form 10-K filed February 1 3 , 202 4 (File No. 001-32877)).
99.1*						Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012.
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*						XBRL Taxonomy Extension Schema Document
101.CAL*						XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*						XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*						XBRL Taxonomy Extension Label Linkbase Document
101.PRE*						XBRL Taxonomy Extension Presentation Linkbase Document

+ Management contracts or compensatory plans or arrangements.

* Filed or furnished herewith.

** Exhibit omits certain information that has been filed separately with the U.S. Securities and Exchange Commission and has been granted confidential treatment.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and should not be relied upon for that purpose. In particular, any representations and warranties made by the Company in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

MASTERCARD 2024 FORM 10-K 114

SIGNATURES

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

MASTERCARD INCORPORATED

(Registrant)

Date:

February 12, 2025

By:

/s/ MICHAEL MIEBACH

Michael Miebach

President and Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Date:

February 12, 2025

By:

/s/ MICHAEL MIEBACH

Michael Miebach

President and Chief Executive Officer; Director

(Principal Executive Officer)

Date:

February 12, 2025

By:

/s/ SACHIN MEHRA

Sachin Mehra

Chief Financial Officer

(Principal Financial Officer)

Date:

February 12, 2025

By:

/s/ SANDRA ARKELL

Sandra Arkell

Corporate Controller

(Principal Accounting Officer)

Date:

February 12, 2025

By:

/s/ CANDIDO BRACHER

Candido Bracher

Director

Date:

February 12, 2025

By:

/s/ RICHARD K. DAVIS

Richard K. Davis

Director

Date:

February 12, 2025

By:

/s/ JULIUS GENACHOWSKI

Julius Genachowski

Director

Date:

February 12, 2025

By:

/s/ CHOON PHONG GOH

Choon Phong Goh

Director

Date:

February 12, 2025

By:

/s/ MERIT E. JANOW

Merit E. Janow

Chairman of the Board; Director

Date:

February 12, 2025

By:

/s/ OKI MATSUMOTO

Oki Matsumoto

Director

Date:

February 12, 2025

By:

/s/ YOUNGME MOON

Youngme Moon

Director

Date:

February 12, 2025

By:

/s/ RIMA QURESHI

Rima Qureshi

Director

Date:

February 12, 2025

By:

/s/ GABRIELLE SULZBERGER

Gabrielle Sulzberger

Director

Date:

February 12, 2025

By:

/s/ HARIT TALWAR

Harit Talwar

Director

Date:

February 12, 2025

By:

/s/ LANCE UGGLA

Lance Uggla

Director

MASTERCARD 2024 FORM 10-K 115

Mastercard Inc - Annual Report: 2024 (Form 10-K)

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