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What changed in Mastercard's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Mastercard's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+359 added−376 removedSource: 10-K (2026-02-11) vs 10-K (2025-02-12)

Top changes in Mastercard's 2025 10-K

359 paragraphs added · 376 removed · 312 edited across 10 sections

Item 1. Business

Business — how the company describes what it does

54 edited+6 added−11 removed91 unchanged
Biggest changeRISK FACTORS patent infringement or demanding significant license fees; the scope of, as well as customer and merchant resistance to, industry-wide solutions and standards (such as those related to tokenization or other safety and security technologies); any difficulty we may experience in attracting and retaining employees with technology expertise; and the need to invest resources for new technologies, which could lead to further additional expenses.
Biggest changeThese include: the inability of third parties on which we rely for the development of and access to new technologies to keep pace with technological changes (including with regard to AI); potential action from third-party patent holders, including notices or inquiries threatening litigation against us or our customers for alleged patent infringement or demanding significant license fees; the scope of, as well as customer and merchant resistance to, industry-wide solutions and standards (such as those related to tokenization or other security technologies); any difficulty we may experience in attracting and retaining employees with technology expertise; and the need to invest resources for new technologies, which could lead to further additional expenses.
Risk factors RISK HIGHLIGHTS Legal and Regulatory Business and Operations Payments Industry Regulation Competition and Technology Brand, Reputational Impact and Environmental, Social and Governance Preferential or Protective Government Actions Information Security and Operational Resilience Talent and Culture Privacy, Data Protection, AI and Information Security Stakeholder Relationships Acquisitions and Strategic Investments Other Regulation Global Economic and Political Environment Settlement and Third-Party Obligations Litigation Class A Common Stock and Governance Structure Legal and Regulatory Payments Industry Regulation Global regulatory and legislative activity related to the payments industry may have a material adverse impact on our overall business and results of operations.
Risk factors RISK HIGHLIGHTS Legal and Regulatory Business and Operations Payments Industry Regulation Competition and Technology Brand, Reputational Impact and Environmental, Social and Governance Preferential or Protective Government Actions Information Security and Operational Resilience Talent and Culture Privacy, Data, AI and Information Security Stakeholder Relationships Acquisitions and Strategic Investments Other Regulation Global Economic and Political Environment Settlement and Third-Party Obligations Litigation Class A Common Stock and Governance Structure Legal and Regulatory Payments Industry Regulation Global regulatory and legislative activity related to the payments industry may have a material adverse impact on our overall business and results of operations.
Various jurisdictions have enacted regulation related to internet transactions (such as laws surrounding gambling, including fantasy sports), which impacts both us and our customers. We are also impacted by evolving laws surrounding certain legally permissible but high-risk merchant categories, such as adult content, firearms, alcohol and tobacco. Privacy, Data Protection, AI and Information Security.
Various jurisdictions have enacted regulation related to internet transactions (such as laws surrounding gambling, including fantasy sports), which impacts both us and our customers. We are also impacted by evolving laws surrounding certain legally permissible but high-risk merchant categories, such as adult content, firearms, alcohol and tobacco. Privacy, Data, AI and Information Security.
The economic sanctions programs administered by OFAC restrict financial transactions and other dealings with certain countries and geographies (specifically Crimea, the Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine, Cuba, Iran, North Korea and Syria) and with persons and entities included in OFAC sanctions lists including its list of Specially Designated Nationals and Blocked Persons (the “SDN List”).
The economic sanctions programs administered by OFAC restrict financial transactions and other dealings with certain countries and geographies (specifically Crimea, the Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine, Cuba, Iran and North Korea) and with persons and entities included in OFAC sanctions lists including its list of Specially Designated Nationals and Blocked Persons (the “SDN List”).
For example, some jurisdictions have implemented or are otherwise considering requirements to collect, store and/or process data within their borders, as well as prohibitions on the transfer of data abroad, leading to technological and operational implications.
For example, some jurisdictions have implemented or are otherwise considering requirements to collect, store and/or process data within their borders, as well as prohibitions on the transfer of and access to data abroad, leading to technological and operational implications.
Several regulators and policymakers around the globe use the GDPR as a reference to adopt new or updated privacy, data protection and information security laws and regulations, although divergences have occurred.
Several regulators and policymakers around the globe use the GDPR as a reference to adopt new or updated privacy, data and information security laws and regulations, although divergences have occurred.
Privacy, Data Protection, AI and Information Security Regulation and enforcement of privacy, data, AI, information security and the digital economy could increase our costs and lead to legal claims and fines, as well as negatively impact our growth and reputation.
Privacy, Data, AI and Information Security Regulation and enforcement of privacy, data, AI, information security and the digital economy could increase our costs and lead to legal claims and fines, as well as negatively impact our growth and reputation.
We have implemented a comprehensive AML/CFT program, comprised of policies, procedures and internal controls, including the designation of a compliance officer, which is designed to prevent our payments network from being used to facilitate money laundering and other illicit activity and to address these legal and regulatory requirements and assist in managing money laundering and terrorist financing risks.
We have implemented a comprehensive AML/CFT program, comprised of policies, procedures and internal controls, including the designation of a compliance officer, which is designed to prevent our payment network from being used to facilitate money laundering and other illicit activity and to address these legal and regulatory requirements and assist in managing money laundering and terrorist financing risks.
Governments and merchant groups in a number of countries have implemented or are seeking interchange rate reductions through legislation, regulation and litigation. See “Business - Government Regulation” in Part I, Item 1 and Note 21 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part II, Item 8 for more details.
Governments and merchant groups in a number of countries have implemented or are seeking interchange rate reductions through legislation, regulation and litigation. See “Business - Government Regulation” in Part I, Item 1 and Note 19 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part II, Item 8 for more details.
For more information about our capital structure, including our Class A common stock (our voting stock) and Class B common stock (our non-voting stock), see Note 16 (Stockholders' Equity) to the consolidated financial statements included in Part II, Item 8. Website and SEC Reports Our internet address is www.mastercard.com.
For more information about our capital structure, including our Class A common stock (our voting stock) and Class B common stock (our non-voting stock), see Note 14 (Stockholders' Equity) to the consolidated financial statements included in Part II, Item 8. Website and SEC Reports Our internet address is www.mastercard.com.
We are a defendant in a number of civil litigations and regulatory proceedings and investigations, including among others, those alleging violations of competition and antitrust law and those involving intellectual property claims (as described in Note 21 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part II, Item 8).
We are a defendant in a number of civil litigations and regulatory proceedings and investigations, including among others, those alleging violations of competition and antitrust law and those involving intellectual property claims (as described in Note 19 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part II, Item 8).
In the EU, we are subject to the General Data Protection Regulation (the “GDPR”) and its equivalent in the U.K., which requires, among other things, a comprehensive privacy, data protection and information security program to protect the personal and sensitive data of EEA residents.
In the EU, we are subject to the General Data Protection Regulation (the GDPR) and its equivalent in the U.K., which requires, among other things, a comprehensive privacy, data protection and information security program to protect the personal and sensitive data of EEA residents.
As a result, we may not be able to grow our volume and/or services enough to compensate for the additional costs related to these increased incentives and pricing discounts. In addition, increased pressure on prices increases the importance of cost containment and productivity initiatives in areas other than those relating to customer incentives.
As a result, we may not be able to grow our volume and/or services to the extent necessary to compensate for the additional costs related to these increased incentives and pricing discounts. In addition, increased pressure on prices increases the importance of cost containment and productivity initiatives in areas other than those relating to customer incentives.
Aspects of our operations or business are subject to increasingly complex and fragmented privacy, data, AI and information security laws and regulations in the U.S., the EU and elsewhere around the world.
Aspects of our operations or business are subject to increasingly complex, fragmented, overlapping and/or divergent privacy, data, AI and information security laws and regulations in the U.S., the EU and elsewhere around the world.
Failure to comply with any of these laws, regulations and requirements (including as a result of conflicting regulations) could result in fines, sanctions or other enforcement actions or penalties, which could materially and adversely affect our results of operations and overall business, as well as have an impact on our reputation.
Failure to comply with any of these laws, regulations and requirements (including as a result of conflicting regulations) could result in fines, sanctions or other enforcement actions or penalties (both civil and criminal), which could materially and adversely affect our results of operations and overall business, as well as have an impact on our reputation.
For example, strong authentication requirements within the EU’s Payment Services Directive in the EEA could increase the number of transactions consumers abandon if we are unable to secure a frictionless authentication experience under these standards. Such an increase could adversely impact our volumes or other operational metrics.
Additionally, strong authentication requirements within the EU’s Payment Services Directive in the EEA could increase the number of transactions consumers abandon if we are unable to secure a frictionless authentication experience under these standards. Such an increase could adversely impact our volumes or other operational metrics.
Laws and regulations in this area are constantly evolving due to several factors, including increasing data collection and data flows, numerous data breaches and security incidents, more sensitive data categories, and emerging technologies such as AI (which is now subject to regulation in the EU as well as other places). In MASTERCARD 2024 FORM 10-K 23 PART I ITEM 1.
Laws and regulations in this area are constantly evolving due to several factors, including increasing data collection and data flows, numerous data breaches and security incidents, more sensitive data categories, and emerging technologies such as AI (which is now subject to regulation in the EU as well as other MASTERCARD 2025 FORM 10-K 25 PART I ITEM 1. BUSINESS places).
Regulators could also require us to obtain prior approval for changes to our system rules, procedures or operations, or could require customization with regard to such MASTERCARD 2024 FORM 10-K 25 PART I ITEM 1A. RISK FACTORS changes, which could negatively impact us.
Regulators could also require us to obtain prior approval for changes to our system rules, procedures or operations, or could require customization with regard to such MASTERCARD 2025 FORM 10-K 27 PART I ITEM 1A. RISK FACTORS changes, which could negatively impact us.
As part of this program, we obligate issuers and acquirers to comply with their local sanctions obligations and U.S. and EU sanctions programs. In the U.S., these obligations include requiring the screening of account holders and merchants against OFAC sanctions lists (including the SDN List). Iran and Syria have been identified by the U.S.
As part of this program, we obligate issuers and acquirers to comply with their local sanctions obligations and U.S. and EU sanctions programs. In the U.S., these obligations include requiring the screening of account holders and merchants against OFAC sanctions lists (including the SDN List). Iran and Syria have been identified by the U.S. State Department as terrorist-sponsoring states.
RISK FACTORS Litigation Liabilities or business limitations resulting from litigation could materially and adversely affect our results of operations.
Litigation Liabilities or business limitations resulting from litigation could materially and adversely affect our results of operations.
The information contained on our corporate website, including, but not limited to, our Environmental, Social and Governance Report and our U.S. Consolidated EEO-1 Report, is not incorporated by reference into this Report. Our filings are also available electronically from the SEC at www.sec.gov. 24 MASTERCARD 2024 FORM 10-K PART I ITEM 1A. RISK FACTORS Item 1A.
The information contained on our corporate website, including, but not limited to, our Impact Report and our U.S. Consolidated EEO-1 Report, is not incorporated by reference into this Report. Our filings are also available electronically from the SEC at www.sec.gov. 26 MASTERCARD 2025 FORM 10-K PART I ITEM 1A. RISK FACTORS Item 1A.
Additionally, regulations such as the EU’s Payment Services Directive in the EEA require financial institutions to provide third-party payment processors access to consumer payment accounts, enabling them to route transactions away from Mastercard products and provide payment initiation and account information services directly to consumers who use our products.
Additionally, regulations such as the EU’s Payment Services Directive in the EEA require financial institutions to provide third-party payment processors access to consumer payment accounts, enabling them to route transactions away from Mastercard products and provide payment initiation and account information services directly to consumers who use our products. Regulation of Internet and High-Risk Merchant Categories.
We conduct our business principally through our principal operating subsidiary, Mastercard International Incorporated, a Delaware non-stock (or membership) corporation that was formed in November 1966.
Additional Information Mastercard Incorporated was incorporated as a Delaware corporation in May 2001. We conduct our business principally through our principal operating subsidiary, Mastercard International Incorporated, a Delaware non-stock (or membership) corporation that was formed in November 1966.
Anti-Money Laundering, Countering the Financing of Terrorism, Economic Sanctions and Anti-Corruption. We are subject to anti-money laundering (“AML”) and countering the financing of terrorism (“CFT”) laws and regulations globally, including the U.S. Bank Secrecy Act and the USA PATRIOT Act, as well as the various economic sanctions programs, including those imposed and administered by the U.S.
We are subject to anti-money laundering (“AML”) and countering the financing of terrorism (“CFT”) laws and regulations globally, including the U.S. Bank Secrecy Act and the USA PATRIOT Act, as well as the various economic sanctions programs, including those imposed and administered by the U.S. Office of Foreign Assets Control (“OFAC”) and the European Union.
RISK FACTORS jurisdictions may have with respect to our business, including our decision to suspend business operations in Russia, such jurisdictions may decide to begin to or increase their focus on growing local payment networks and other solutions. • Regional groups of countries are considering, or may consider, efforts to restrict our switching of regional transactions. • Governments have been increasingly creating and expanding local payments structures, which are increasingly being considered as alternatives to traditional domestic payment solutions and schemes such as ours.
RISK FACTORS particular market, such jurisdictions may decide to begin to or increase their focus on growing local payment networks and other solutions. • Regional groups of countries are considering, or may consider, efforts to restrict our switching of regional transactions. • Governments have been increasingly creating and expanding local payments structures, which are increasingly being considered as alternatives to traditional domestic payment solutions and schemes such as ours.
In the U.K., aspects of our Vocalink business are subject to the U.K. payment system oversight regime and are directly overseen by the Bank of England. • Issuer and Acquirer Practices Legislation and Regulation. Certain regulations that impact our issuers and acquirers may impact various aspects of our business.
In the U.K., aspects of our Vocalink business are subject to the U.K. payment system oversight regime and are directly overseen by the Bank of England. • Issuer and Acquirer Practices Legislation and Regulation.
Any changes in enacted tax laws, rules, regulatory or judicial interpretations or guidance; any adverse outcome in connection with tax audits in any jurisdiction; or any changes in the pronouncements relating to accounting for income taxes could materially and adversely impact our effective income tax rate, tax payments, financial condition and results of operations. 28 MASTERCARD 2024 FORM 10-K PART I ITEM 1A.
RISK FACTORS Any changes in enacted tax laws, rules, regulatory or judicial interpretations or guidance; any adverse outcome in connection with tax audits in any jurisdiction; or any changes in the pronouncements relating to accounting for income taxes could materially and adversely impact our effective income tax rate, tax payments, financial condition and results of operations.
We are subject to increasingly complex, fragmented and divergent laws and regulations related to privacy and data protection, data use and governance, AI and information security in the jurisdictions in which we do business.
We are subject to increasingly complex, fragmented, overlapping and/or divergent laws and regulations related to privacy and data protection, data use and governance, AI and information security (including with respect to cybersecurity and cyber-risk) in the jurisdictions in which we do business.
As a result, new or updated privacy and data protection and information security laws and regulations have led, and may continue to lead, to similar, stricter or at times conflicting requirements, creating an uncertain regulatory environment.
New or updated laws and regulations have led, and may continue to lead, to similar, stricter or at times conflicting requirements, creating an uncertain regulatory environment.
As the payments industry continues to develop and change, we face disintermediation and related risks, including the following: • Parties that process our transactions in certain countries (such as merchants and third-party payment processors) may try to eliminate our position as an intermediary in the payment process by switching transactions directly with issuers or processing transactions directly between issuers and acquirers.
As the payments industry continues to develop and change, we face disintermediation and related risks, including the following: • Parties that process our transactions in certain countries (such as merchants and third-party payment processors) may try to eliminate our position as an intermediary in the payment process by switching transactions directly with issuers or processing transactions directly between issuers and acquirers. • Payments industry participants may develop their own products and services to support our switched transaction and payments offerings, forcing us to change our pricing or practices for our own offerings in order to compete.
These pressures impact both domestic pricing (such as the increased use of schemes that offer increasingly lower or subsidized P2M pricing) and cross-border pricing (including from both competing schemes and global initiatives to lower the cost of cross-border payments to end users). Any of these factors could have a material adverse impact on our overall business and results of operations.
These pressures impact both domestic pricing (such as the increased use of schemes that offer increasingly lower or subsidized P2M pricing) and cross-border pricing (including from both competing schemes and global initiatives to lower the cost of cross-border payments to end users).
This could impact the products and services we offer and other aspects of our business, such as fraud monitoring, the need for improved data management, governance and quality practices, the development of information-based products and solutions, and technology operations. In addition, these requirements may increase the costs to our customers of MASTERCARD 2024 FORM 10-K 27 PART I ITEM 1A.
This could impact the products and services we offer and other aspects of our business, such as fraud MASTERCARD 2025 FORM 10-K 29 PART I ITEM 1A. RISK FACTORS monitoring, the need for improved data management, governance, quality and accuracy practices, the development of information-based products and solutions, and technology operations.
Various regulatory agencies also continue to examine a wide variety of issues that could impact us, including evolving laws and guidance surrounding buy-now-pay-later, open banking, credit reporting, digital currencies, marijuana, prepaid payroll cards, identity theft, account management guidelines, disclosure rules, marketing and operational resilience. Additional Information Mastercard Incorporated was incorporated as a Delaware corporation in May 2001.
Various regulatory agencies around the world continue to examine a wide variety of issues that could impact us, including evolving laws and guidance surrounding buy-now-pay-later, open finance, credit reporting, digital currencies (including stablecoins), marijuana, prepaid payroll cards, identity theft, account management guidelines, disclosure rules, marketing and operational resilience.
Securities and Exchange Commission (the “SEC”) disclosure rules that require, among other things, disclosing material cybersecurity incidents in a Current Report on Form 8-K, generally within four business days of determining an incident is material.
We are also subject to public disclosure requirements related to cyber incidents, such as the U.S. Securities and Exchange Commission (the SEC) disclosure rules that require, among other things, disclosing material cybersecurity incidents in a Current Report on Form 8-K, generally within four business days of determining an incident is material.
ITEM 1. BUSINESS Preferential or Protective Government Actions. Some governments have taken action to provide resources, preferential treatment or other protection to selected domestic payments and processing providers, as well as to create their own national providers. For example, governments in some countries mandate switching of domestic payments either entirely in that country or by only domestic companies.
ITEM 1. BUSINESS Preferential or Protective Government Actions. Some governments have taken action to provide resources, preferential treatment or other protection to selected domestic payments and processing providers, as well as to create their own national providers.
Overall, these myriad laws and regulations may require us to modify or limit our data processing practices and policies, incur substantial compliance-related costs and expenses, and otherwise suffer adverse impacts on our business.
In addition, laws and regulations on AI, data governance and credit decisioning may overlap or conflict with, or diverge from, general privacy rules. Overall, these myriad laws and regulations may require us to modify or limit our data processing practices and policies, incur substantial compliance-related costs and expenses, and otherwise suffer adverse impacts on our business.
In particular, AI algorithms may generate inaccurate, unintended, unfair, biased or discriminatory outcomes (which may not be easily detectable or explainable) and may inadvertently disclose confidential information and/or breach intellectual property, privacy or other rights.
In addition, the use of AI creates or amplifies risks that are challenging to fully prevent or mitigate. In particular, AI algorithms may generate inaccurate, unintended, unfair, biased or discriminatory outcomes (which may not be easily detectable or explainable) and may inadvertently disclose confidential information and/or breach intellectual property, privacy or other rights.
In addition, tax laws and regulations are complex and subject to varying interpretations, and any significant failure to comply with applicable tax laws and regulations in all relevant jurisdictions could give rise to substantial penalties and liabilities. Jurisdictions around the globe have also increased tax-related audits, which require time and resources to resolve.
In addition, tax laws and regulations are complex and subject to varying interpretations, and any significant failure to comply with applicable tax laws and regulations in all relevant jurisdictions could give rise to substantial penalties and liabilities.
Our implementation of robust AI governance and risk management frameworks aimed at complying with emerging laws and regulations may not be sufficient protection against these emerging risks.
Our implementation of robust AI governance and risk management frameworks, designed to ensure our responsible use of AI and help us to comply with emerging laws and regulations, may not be sufficient protection against these emerging risks.
RISK FACTORS issuing payment products or using information products, which may, in turn, decrease the number of our products that they offer.
In addition, these requirements may increase the costs to our customers of issuing payment products or using information products, which may, in turn, decrease the number of our products that they offer.
Any future limitations resulting from the outcomes of any litigation or regulatory proceeding, including any changes to our rules or business practices, could impact our relationships with our customers, including reducing the volume of business that we do with them, which may materially and adversely affect our overall business and results of operations.
Any future limitations resulting from the outcomes of any litigation and litigation settlements (such as the Rules Relief Class settlement as described in Note 19 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part II, Item 8) or regulatory proceeding, including any changes to our rules or business practices, could impact our relationships with our customers, including reducing the volume of business that we do with them, which may materially and adversely affect our overall business and results of operations.
These changes could result in new technologies that may be superior to, or render obsolete, the technologies we currently use in our programs and services. They may also result in new and innovative payment methods, products and services. Additionally, there are a number of factors relating to technology change that could impact us.
They may also result in new and innovative payment methods, products and services. Additionally, there are a number of factors relating to technology change that could impact us.
How our use and deployment of AI will be regulated is still developing as policymakers around the world consider how to regulate AI, and uncertainty remains as to how AI technology will continue to advance. In addition, the use of AI creates or amplifies risks that are challenging to fully prevent or mitigate.
How our use and deployment of AI will be regulated is still developing as policymakers around the world consider how to regulate AI, and uncertainty remains as to how AI technology or its application (such as in agentic commerce) will continue to advance.
As a result, we are required to constantly monitor our data practices and potentially change them when necessary or appropriate. We also need to provide increased care in our data management, governance and quality practices, particularly as it relates to the use of data in products leveraging AI.
We also need to provide increased care in our data management, governance, quality and accuracy practices, particularly as it relates to the use of data in products leveraging AI.
We and our customers may also be subject to evolving U.S. federal and/or state AI laws and regulations. With respect to information security, we are subject to the U.S.
We and our customers may also be subject (where applicable) to evolving U.S. federal and/or state AI and data laws and regulations, including those related to national security. With respect to information security, we are subject to new and evolving cyber notification regimes, including data protection authorities, cyber authorities and law-enforcement.
In addition, governments may promote their own national or international payments platforms, potentially putting us at a competitive disadvantage in those markets, or requiring us to compete differently.
Participants may also withhold rights to data we use to power our solutions in order to support their own potential future solutions, potentially impacting the effectiveness of our solutions. In addition, governments may promote their own national or international payments platforms, potentially putting us at a competitive disadvantage in those markets, or requiring us to compete differently.
Disintermediation from stakeholders both within and outside of the payments value chain could harm our business.
MASTERCARD 2025 FORM 10-K 31 PART I ITEM 1A. RISK FACTORS Disintermediation from stakeholders both within and outside of the payments value chain could harm our business.
Some jurisdictions are currently considering adopting or have adopted data localization requirements, which mandate the collection, storage, and/or other processing of data within their borders. This is the case, for instance, in India, China and Saudi Arabia. Various forms of data localization requirements or data transfer restrictions are also under consideration in other countries and jurisdictions, including the EU.
This is the case, for instance, in India, China and Saudi Arabia. Various forms of data localization requirements or data transfer restrictions are also under consideration in other countries and jurisdictions, including the EU. Anti-Money Laundering, Countering the Financing of Terrorism, Economic Sanctions and Anti-Corruption.
This expansion has amplified and may continue to amplify the impact of these various laws and regulations on our business or subject us to new laws and regulations. For example, our acquisition of Recorded Future, a global threat intelligence company, increases our exposure to certain laws and regulations, including global cybercrime and other laws and regulations in various jurisdictions.
This expansion has amplified and may continue to amplify the impact of these various laws and regulations on our business or subject us to new laws and regulations.
BUSINESS addition, the interpretation and application of these privacy, data protection and information security laws and regulations are often uncertain and in a state of flux, thus requiring constant monitoring for compliance. Sustainability Disclosures. Various jurisdictions have adopted or are increasingly considering adopting laws, regulations and oversight expectations requiring disclosure on environmental, social and governance matters.
In addition, the interpretation and application of these privacy, data, AI and information security laws and regulations are often uncertain and in a state of flux, thus requiring constant monitoring and governance. Additional Regulatory Developments.
Rapid and significant technological developments and changes could negatively impact our overall business and results of operations or limit our future growth. The payments industry is subject to rapid and significant technological changes, including new technologies and changes to existing technologies (such as cryptocurrency and blockchain, AI, machine learning, privacy enhancement and cybersecurity).
The payments industry is subject to rapid and significant technological changes, including new technologies and changes to existing technologies (such as digital assets and blockchain, AI, machine learning, privacy enhancement and cybersecurity). These changes could result in new technologies that may be superior to, or render obsolete, the technologies we currently use in our programs and services.
Other jurisdictions have adopted or are otherwise considering adopting sector-specific regulations for the payments industry and other industries in which we participate, including forced data sharing requirements or additional verification requirements. In addition, laws and regulations on AI, data governance and credit decisioning may overlap or conflict with, or diverge from, general privacy rules.
Other jurisdictions have adopted or are otherwise considering adopting sector-specific regulations for the payments industry and other industries in which we participate, including forced data sharing requirements or additional verification requirements. With respect to information security, any single breach could require parallel notifications to data protection authorities, cyber authorities and/or law-enforcement, often requiring different thresholds, reporting deadlines and formats.
State Department as terrorist-sponsoring states, and we have no offices, subsidiaries or affiliated entities located in these countries and do not license entities domiciled there. We are also subject to anti-corruption laws and regulations globally, including the U.S. Foreign Corrupt Practices Act and the U.K.
We do not maintain operations, assets or licensed customers in Iran. While we currently have no operations in Syria, we are evaluating market entry in strict accordance with applicable laws and restrictions. We are also subject to anti-corruption laws and regulations globally, including the U.S. Foreign Corrupt Practices Act and the U.K.
Moreover, because of various concerns 26 MASTERCARD 2024 FORM 10-K PART I ITEM 1A.
Moreover, because of various concerns jurisdictions may have with respect to our business, including any decisions we may make relating to entering or exiting a 28 MASTERCARD 2025 FORM 10-K PART I ITEM 1A.
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Office of Foreign Assets Control (“OFAC”) and the European Union.
Added
For example, governments in some countries (such as South Africa) mandate switching of domestic payments either entirely in that country or by only domestic companies. Some jurisdictions are currently considering adopting or have adopted data localization requirements, which mandate the collection, storage, and/or other processing of data within their borders.
Removed
Authorities in the EU are also revising standards relating to the authentication of transactions, which may increase the number of transactions that consumers abandon if we are unable to ensure a frictionless authentication experience under the new standards. Regulation of Internet and High-Risk Merchant Categories.
Added
Additionally, various jurisdictions have adopted or are increasingly considering adopting laws, regulations and oversight expectations requiring disclosure on environmental, social and governance matters. The focus of such efforts includes climate-related matters, as well as social matters, such as human rights, the treatment of employees and other workforce-related matters.
Removed
Regulations already adopted or being considered include required corporate reporting and disclosures on topics with respect to climate, such as the U.K. Streamlined Energy and Carbon Reporting, the EU Corporate Sustainability Reporting Directive (“EU CSRD”), and, to the extent they become effective, SEC rules related to climate change.
Added
For example, as a provider of global threat intelligence services through Recorded Future, we are subject to increased exposure to certain laws and regulations, including global cybercrime and other laws and regulations in various jurisdictions. As a result, we are required to constantly monitor our data practices and potentially change them when necessary or appropriate.
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Other adopted or potential regulations focus on social topics, including human rights, such as the EU Corporate Sustainability Due Diligence Directive, the treatment of employees and diversity of workforce, such as in the EU CSRD. Additional Regulatory Developments.
Added
Certain regulations or legislation that do or could impact our issuers and acquirers (such as caps on issuer interest rates) may impact various aspects of our business.
Removed
While policymakers around the globe often look to the EU and the GDPR when adopting new or updated privacy and data protection laws, divergences have occurred and continue to occur.
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Jurisdictions around the globe have also increased tax-related audits, which require time and resources to resolve. 30 MASTERCARD 2025 FORM 10-K PART I ITEM 1A.
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MASTERCARD 2024 FORM 10-K 29 PART I ITEM 1A. RISK FACTORS • Payments industry participants may develop their own products and services to support our switched transaction and payments offerings, forcing us to change our pricing or practices for our own offerings in order to compete.
Added
Any of these factors could have a material adverse impact on our overall business and results of operations. 32 MASTERCARD 2025 FORM 10-K PART I ITEM 1A. RISK FACTORS Rapid and significant technological developments and changes could negatively impact our overall business and results of operations or limit our future growth.
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These include: the inability of third parties on which we rely for the development of and access to new technologies to keep pace with technological changes; potential action from third-party patent holders, including notices or inquiries threatening litigation against us or our customers for alleged 30 MASTERCARD 2024 FORM 10-K PART I ITEM 1A.
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Information Security and Operational Resilience Information security incidents or account data compromise events could disrupt our business, damage our reputation, increase our costs and cause losses.
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Information security risks for payments and technology companies such as ours have significantly increased in recent years in part because of the proliferation of new technologies, the use of the Internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, “hacktivists”, terrorists, nation-states, state-sponsored actors and other external parties.
Removed
These threats may derive from fraud or malice on the part of our employees or third parties, or may result from human error, software bugs, server malfunctions, software or hardware failure or other technological failure.
Removed
These threats include cyber-attacks such as computer viruses, denial-of-service attacks, malicious code (including ransomware), social-engineering attacks (including phishing attacks) or information security breaches and could lead to the misappropriation or loss of consumer account and other information and identity theft. These types of threats have risen MASTERCARD 2024 FORM 10-K 31 PART I

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

44 edited+13 added−5 removed87 unchanged
Biggest changeIn addition, as we are subject to increased regulation across the globe, jurisdictions could require us to extend our guarantee to additional obligations, which could have an impact on our cost of operations. Certain non-guaranteed transactions, as well as chargebacks to acquirers in the event of acquirer default, could result in elevated brand risk and the potential for financial loss.
Biggest changeAny such changes could increase complexity and may impact our cost of operations and financial condition. Certain non-guaranteed transactions, as well as chargebacks to acquirers in the event of acquirer default, could result in elevated brand risk and the potential for financial loss. We have significant contractual indemnification obligations with certain customers, which could be triggered depending on the circumstances.
We may incur significant losses in connection with transaction settlements if a customer fails to fund its daily settlement obligations due to technical problems, liquidity shortfalls, insolvency or other reasons. The occurrence of bank failures, such as those seen in recent years in the U.S., could increase the potential for such losses.
We may incur significant losses in connection with transaction settlements if a customer fails to fund its daily settlement obligations due to technical problems, liquidity shortfalls, insolvency or other reasons. The occurrence of bank failures, such as those seen in recent years, could increase the potential for such losses.
The industries in which our customers participate have undergone substantial, accelerated consolidation in the past. These consolidations have included customers with a substantial Mastercard portfolio being acquired by institutions with a strong relationship with a competitor. Potential future consolidation could occur as a result of bank failures, similar to those that occurred in the U.S. in recent years.
The industries in which our customers participate have undergone substantial, accelerated consolidation in the past. These consolidations have included customers with a substantial Mastercard portfolio being acquired by institutions with a strong relationship with a competitor. Potential future consolidation could occur as a result of bank failures, similar to those that occurred in recent years.
We rely on our people leaders to display integrity and decency, as role models for the Mastercard Way. To the extent our leaders behave in a manner that is not consistent with these values, we could experience significant impact to our brand and reputation, as well as to our corporate culture.
RISK FACTORS We rely on our people leaders to display integrity and decency, as role models for the Mastercard Way. To the extent our leaders behave in a manner that is not consistent with these values, we could experience significant impact to our brand and reputation, as well as to our corporate culture.
Certain larger merchants are also able to negotiate incentives from us and pricing concessions from our issuer and acquirer customers as a condition of accepting our products. We also make payments to certain merchants to incentivize them to create co-branded payment programs with us.
RISK FACTORS Certain larger merchants are also able to negotiate incentives from us and pricing concessions from our issuer and acquirer customers as a condition of accepting our products. We also make payments to certain merchants to incentivize them to create co-branded payment programs with us.
Lack of visibility of our brand in our products and services, or in the products and services of our partners who use our technology, may materially and adversely affect our business. As more players enter the global payments ecosystem, the layers between our brand and consumers and merchants increase.
RISK FACTORS Lack of visibility of our brand in our products and services, or in the products and services of our partners who use our technology, may materially and adversely affect our business. As more players enter the global payments ecosystem, the layers between our brand and consumers and merchants increase.
These include or have included: • Global pandemics (and related post-pandemic global economic impacts) and potential separate outbreaks of flu, viruses and other diseases (any of which could result in future epidemics or pandemics) • Current and potential future geopolitical conflicts, as well as expansion into regional or global conflicts, and the resulting impacts to our business • The threat of terrorism and major environmental and extreme weather events (including those related to climate change) The impact of and uncertainty that could result from any of these events or factors could ultimately decrease cross-border activity.
RISK FACTORS • Global pandemics (and related post-pandemic global economic impacts) and potential separate outbreaks of flu, viruses and other diseases (any of which could result in future epidemics or pandemics) • Current and potential future geopolitical conflicts, as well as expansion into regional or global conflicts, and the resulting impacts to our business • The threat of terrorism and major environmental and extreme weather events (including those related to climate change) The impact of and uncertainty that could result from any of these events or factors could ultimately decrease cross-border activity.
Further, such occurrences have resulted in and could further result in legislative or regulatory intervention, which could lead to enhanced security requirements and liabilities. See “Risk Factors - Privacy, Data Protection, AI and Information Security Compliance” in this Part I, Item 1A for more detail concerning related legal risks and obligations.
Further, such occurrences have resulted in and could further result in legislative or regulatory intervention, which could lead to enhanced security requirements and liabilities. See “Risk Factors - Privacy, Data, AI and Information Security” in this Part I, Item 1A for more detail concerning related legal risks and obligations.
RISK FACTORS Moreover, as a government contractor, we are subject to a government’s right to conduct audits and investigations into both our contract performance and our compliance with applicable laws, regulations and contract terms.
Moreover, as a government contractor, we are subject to a government’s right to conduct audits and investigations into both our contract performance and our compliance with applicable laws, regulations and contract terms.
To the extent we are unable to differentiate our value proposition in the market, effectively develop leaders and build robust succession pipelines, it could impact our ability to deliver for our customers. Failure to attract, hire, develop, motivate and retain highly qualified employee talent could leave us vulnerable to not anticipating or identifying emerging customer or market opportunities.
To the extent we are unable to differentiate our value proposition in the market, effectively develop leaders and build robust succession pipelines, it could impact our ability to deliver for our customers. Failure to attract, hire, develop, motivate and retain highly qualified talent could leave us vulnerable to not identifying and/or acting on emerging customer or market opportunities.
Such impact may include, but is not limited to, the following: • Customers mitigating their economic exposure by limiting the issuance of new Mastercard products and requesting greater incentive or greater cost stability from us • Consumers and businesses reducing spending, which could impact domestic and cross-border spend • Debt limit and budgetary discussions in the U.S. have affected, and could further affect, the U.S. credit rating, impacting consumer confidence and spending • Government intervention (including the effect of laws, regulations and/or government investments on or in our financial institution customers), as well as uncertainty due to changing political regimes in executive, legislative and/or judicial branches of government, that may have potential negative effects on our business and our relationships with customers or otherwise alter their strategic direction away from our products • Tightening of credit availability that could impact the ability of participating financial institutions to lend to us under the terms of our credit facility Cross-border transactions.
Such impact may include, but is not limited to, the following: • Customers mitigating their economic exposure by limiting the issuance of new Mastercard products and requesting greater incentive or greater cost stability from us • Consumers and businesses reducing spending, which could impact domestic and cross-border spend • Debt limit and budgetary discussions in the U.S. have affected, and could further affect, the U.S. credit rating, impacting consumer confidence and spending • Uncertain global trade policies and related government actions (including those related to tariffs), which could have an adverse impact on our business (including with respect to consumer and business spending) and relationships with stakeholders • Government intervention (including the effect of laws, regulations and/or government investments on or in our financial institution customers), as well as uncertainty due to changing political regimes in executive, legislative and/or judicial branches of government, that may have potential negative effects on our business and our relationships with customers or otherwise alter their strategic direction away from our products • Tightening of credit availability that could impact the ability of participating financial institutions to lend to us under the terms of our credit facility Cross-border transactions.
In addition, escalations in global conflict and a rise in mental health needs are also impacting the well-being of our people. To the extent we are unable to communicate effectively on these issues and provide support to our employees, we could experience a significant impact on our business, reputation and culture.
In addition, broader trends such as escalations in global conflict and a rise in mental health needs are impacting the well-being of our people. To the extent we are unable to communicate effectively on these issues and provide support to our employees, we could experience a significant impact on our business, reputation and culture.
Any adverse finding could subject us to civil or criminal penalties, sanctions, or suspension or disbarment. • Working or contracting with governments, either directly or via our financial institution customers, can subject us to heightened reputational risks, including extensive scrutiny and publicity, as well as a potential association with the policies of those governments.
Any adverse finding could subject us to civil or criminal penalties, sanctions, or suspension or disbarment. • Working or contracting with governments (either directly or via our financial institution customers, system integrators or other third party partners) can subject us to heightened reputational risks, including extensive scrutiny and publicity, as well as a potential association with the policies of those governments.
RISK FACTORS sides of this issue may continue to view us negatively and take public action against us to the extent that we do not satisfy their conflicting views or expectations.
Stakeholders from both sides of this issue may continue to view us negatively and take public action against us to the extent that we do not satisfy their conflicting views or expectations.
Foreign Corrupt Practices Act and the U.K. Bribery Act), as well as compliance with various procurement and other laws, regulations, standards and contract terms. Any violation and subsequent judgment or settlement related to the above could subject us to substantial monetary penalties and damages and have a significant reputational impact. 34 MASTERCARD 2024 FORM 10-K PART I ITEM 1A.
Foreign Corrupt Practices Act and the U.K. Bribery Act), as well as compliance with various procurement and other laws, regulations, standards and contract terms. Any violation and subsequent judgment or settlement related to the above could subject us to substantial monetary penalties and damages and have a significant reputational impact.
Our risk management activities provide protection with respect to adverse changes in the value of only a limited number of currencies and are based on estimates of exposures to these currencies.
Impacts from currency fluctuations are included in our net income. Our risk management activities provide protection with respect to adverse changes in the value of only a limited number of currencies and are based on estimates of exposures to these currencies.
Our performance largely depends on the skills, capabilities and motivation of our employees (including our people leaders), as well as the environment we create for them to enable them to perform their jobs effectively. The market for specialized skill-sets remains highly competitive, particularly in technology and other areas that are important to the growth of our business.
Our performance largely depends on the skills, capabilities and motivation of our employees (including our people leaders), as well as the environment we create for them to enable them to perform their jobs effectively. The market for specialized skill-sets remains highly competitive, particularly in emerging technologies.
RISK FACTORS that our existing insurance coverage will continue to be available on acceptable terms or at all, or that our insurers will not deny coverage as to any future claim.
In addition, we cannot be sure that our existing insurance coverage will continue to be available on acceptable terms or at all, or that our insurers will not deny coverage as to any future claim.
Moreover, we have spent, and may continue to spend, time and money on acquisitions or projects that do MASTERCARD 2024 FORM 10-K 37 PART I ITEM 1A. RISK FACTORS not sufficiently meet our expectations (either strategically or financially), which has resulted (and may in the future result) in divesting from or otherwise exiting these investments or businesses.
Moreover, we have spent, and may continue to spend, time and money on acquisitions or projects that do not sufficiently meet our expectations (either strategically or financially), which has resulted (and may in the future result) in divesting from or otherwise exiting these investments or businesses.
Furthermore, we have inherited and may in the future inherit litigation risk which has or may increase our post-acquisition costs of operations and/or impact our ability to successfully finance that business.
Furthermore, we have inherited and may in the future inherit litigation risk which has or may increase our post-acquisition costs of operations.
Geopolitical events and resulting government activity could also lead to information security threats and attacks by affected or sympathizing jurisdictions or other actors, which could put our information and assets at risk, as well as result in network disruption. To date, we have not experienced any material impact relating to cyber-attacks or other information security breaches.
Geopolitical events and resulting government activity could also lead to information security threats and attacks by affected or sympathizing jurisdictions or other actors, which could put our information and assets at risk, as well as result in network disruption.
As such, a negative perception of the U.S. could impact the perception of our company, which could adversely affect our business. Any of the above issues could have a material and adverse effect on our overall business.
As such, a negative perception of the U.S. could impact the perception of our company, which could adversely affect our business. Any of the above issues could have a material and adverse effect on our overall business. 38 MASTERCARD 2025 FORM 10-K PART I ITEM 1A.
The directors of Mastercard Foundation are required to be independent of us and our customers. The ownership of Class A common stock by Mastercard Foundation, together with the seven-year diversification plan, could discourage or make more difficult acquisition proposals favored by other holders of the Class A common stock.
The ownership of Class A common stock by Mastercard Foundation, together with the seven-year diversification plan, could discourage or make more difficult acquisition proposals favored by other holders of the Class A common stock.
To the extent we are unable to effectively meet and/or balance these different expectations, motivations and needs, we could experience a negative impact to the quality of our corporate culture, the productivity of our workforce, our ability to innovate and our ability to attract and retain talent.
To the extent we are unable to effectively meet and/or balance these different expectations and needs, we could experience a negative impact to the quality of our corporate culture, the productivity of our workforce and our ability to attract and retain talent. MASTERCARD 2025 FORM 10-K 39 PART I ITEM 1A.
While we maintain insurance coverage, such coverage may not be adequate to protect us from such losses as well as any liabilities or damages with respect to claims alleging compromises of our confidential, proprietary, sensitive or personal information or our technologies, systems or networks. In addition, we cannot be sure 32 MASTERCARD 2024 FORM 10-K PART I ITEM 1A.
While we maintain insurance coverage, such coverage may not be adequate to protect us from such losses as well as any liabilities or damages with respect to claims alleging compromises of our confidential, proprietary, sensitive or personal information or our technologies, systems or networks.
Our transaction switching systems and other offerings may experience interruptions as a result of technology malfunctions, supply-chain attacks, fire, floods, earthquakes, weather events, power outages, telecommunications disruptions, terrorism, workplace violence, accidents or other catastrophic events (including those related to climate change). We have experienced in limited instances, and may continue to experience, some types of these interruptions.
Our transaction switching systems and other offerings may experience interruptions as a result of technology malfunctions, network degradation, updates and migrations to new technology and platforms, supply-chain attacks, fire, floods, earthquakes, weather events, power outages, telecommunications disruptions, terrorism, workplace violence, accidents or other catastrophic events (including those related to climate change).
These matters include initiatives to reduce greenhouse gas emissions, help everyone participate equitably in the digital economy and create a workplace that provides equal opportunities for all of our employees. Consumers, investors, employees and other stakeholders are increasingly focused on these impacts.
These matters include initiatives to reduce greenhouse gas emissions, help everyone participate in the digital economy and create a workplace where everyone has the opportunity to succeed. Consumers, investors, employees and other stakeholders are increasingly focused on these impacts.
Our operations rely on the secure transmission, storage and other processing of confidential, proprietary, sensitive and personal information and technology in our computer systems and networks, as well as the systems of our third-party providers.
The widespread use of AI, and its increasing capabilities, is enhancing the frequency and effectiveness of threat actors. Our operations rely on the secure transmission, storage and other processing of confidential, proprietary, sensitive and personal information and technology in our computer systems and networks, as well as the systems of our third-party providers.
To the extent any of our disclosures, public statements and metrics about these matters are subsequently viewed as inaccurate, or we are unable to execute on these initiatives, we may be viewed negatively by stakeholders concerned about these matters. Moreover, in recent years, we have received negative feedback from stakeholders on the adequacy of our environmental, social and governance initiatives.
To the extent any of our disclosures, public statements and metrics about these matters are subsequently viewed as inaccurate or unlawful, or we are unable to execute on these initiatives, we may be viewed negatively by stakeholders concerned about these matters.
Loss of business from any of our large customers could have a material adverse impact on our overall business and results of operations. Exclusive/near exclusive relationships certain customers have with our competitors may have a material adverse impact on our business.
Loss of business from any of our large customers could have a material adverse impact on our overall business and results of operations. MASTERCARD 2025 FORM 10-K 35 PART I ITEM 1A. RISK FACTORS Exclusive/near exclusive relationships certain customers have with our competitors may have a material adverse impact on our business.
We also face increasing regulation with respect to new pay and benefits transparency requirements, which could subject us to liability or reputational harm if we do not adhere to these requirements in a timely manner.
We also face increasing regulation with respect to new pay and benefits transparency requirements, which could subject us to liability or reputational harm if we do not adhere to these requirements in a timely manner. As our workforce composition continues to change, our employees may have different expectations with respect to flexibility and well-being support.
See “Risk Factors - Settlement and Third-Party Obligations” in this Part I, Item 1A with respect to how we guarantee certain third-party obligations. With the exception of the U.S. and a select number of other jurisdictions, most in-country (as opposed to cross-border) transactions conducted using cards with our brands are switched by our customers or other processors.
See “Risk Factors - Settlement and Third-Party Obligations” in this Part I, Item 1A with respect to how we guarantee certain third-party obligations. We switch a high percentage of domestic (or in-country) transactions conducted using cards with our brands. However, there are several jurisdictions in which domestic transactions are switched by our customers or other processors.
In March 2024, Mastercard Foundation began selling shares pursuant to an orderly and structured plan to diversify its Mastercard shares over a seven-year 38 MASTERCARD 2024 FORM 10-K PART I ITEM 1A. RISK FACTORS period, while committing to remain a long-term Mastercard stockholder and retaining a significant holding of Mastercard shares in its portfolio.
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. The directors of Mastercard Foundation are required to be independent of us and our customers.
Additionally, we rely on third-party service providers for the timely transmission of information across our global data network. If one of our service providers fails to provide the communications capacity or services we require, as a result of natural disaster, operational disruptions, terrorism, hacking or any other reason, the failure could interrupt our services.
If one of our service providers fails to provide the communications capacity or services we require, as a result of natural disasters, operational disruptions, cybersecurity-related disruptions or failures, terrorism, hacking or any other reason, the failure could interrupt our services.
Some merchants are increasingly asking regulators to review and potentially regulate our own network fees, in addition to interchange. See “Risk Factors – Payments Industry Regulation” in this Part I, Item 1A. The continued focus of merchants on the costs of accepting various forms of payment (including digital) may lead to additional litigation and regulatory proceedings.
Some merchants are increasingly asking regulators to review and potentially regulate our own network fees, in addition to interchange. See “Risk Factors – Payments Industry Regulation” in this Part I, Item 1A.
In addition, one or more of our customers could seek to merge with, or acquire, one of our competitors, and any such transaction could also have a material adverse impact on our overall business. Consolidation could also produce a smaller number of large customers, which could increase their MASTERCARD 2024 FORM 10-K 33 PART I ITEM 1A.
In addition, one or more of our customers could seek to merge with, or acquire, one of our competitors, and any such transaction could also have a material adverse impact on our overall business.
Such events could have a material adverse impact on our transaction volumes, results of operations and prospects for future growth, or increase our costs by leading to additional regulatory burdens being imposed on us. In addition, companies have generally experienced in recent years an increase in fraudulent activity and cyber-attacks.
Such events could have a material adverse impact on our transaction volumes, results of operations and prospects for future growth, or increase our costs by leading to additional regulatory burdens being imposed on us. 34 MASTERCARD 2025 FORM 10-K PART I ITEM 1A.
RISK FACTORS bargaining power and lead to lower prices and/or more favorable terms for our customers. These developments could materially and adversely affect our results of operations. Our business significantly depends on the continued success and competitiveness of our issuing and acquiring customers and, in many jurisdictions, their ability to effectively manage or help manage our brands.
Our business significantly depends on the continued success and competitiveness of our issuing and acquiring customers and, in many jurisdictions, their ability to effectively manage or help manage our brands.
As we increase our work with national, state and local governments, both indirectly through financial institutions and with them directly as our customers, we may face various risks inherent in associating or contracting directly with governments. These risks include, but are not limited to, the following: • Governmental entities typically fund projects through appropriated monies.
As we increase our work with national, state and local governments (both indirectly through financial institutions, system integrators and other third party partners and with them directly as our customers), we may face various risks inherent in associating or contracting directly with governments.
Our visibility in the global payments industry may also put us at greater risk of attack by terrorists, activists, or hackers who intend to disrupt our facilities, networks and/or systems. Inadequate infrastructure in lesser-developed markets could also result in service disruptions, which could impact our ability to do business in those markets.
We have experienced in limited instances, and may continue to experience, some types of these interruptions. Our visibility in the global payments industry may also put us at greater risk of attack by terrorists, activists, or hackers who intend to disrupt our facilities, networks and/or systems.
As of December 31, 2024, Mastercard Foundation owned shares of Class A common stock representing approximately 9.4% of our general voting power.
Mastercard Foundation owns shares of our Class A common stock representing greater than 5% of our general voting power.
We have also increasingly been receiving negative feedback from anti-environmental, social and governance stakeholders in opposition to such initiatives. Stakeholders from both 36 MASTERCARD 2024 FORM 10-K PART I ITEM 1A.
Moreover, in recent years, we have received negative feedback from stakeholders on the adequacy of our environmental, social and governance initiatives. We have also increasingly been receiving negative feedback from anti-environmental, social and governance stakeholders in opposition to such initiatives.
Class A Common Stock and Governance Structure Provisions in our organizational documents and Delaware law could be considered anti-takeover provisions and have an impact on change-in-control.
Any of the above issues or events could have a material or adverse impact to our overall business and/or results of operations. 40 MASTERCARD 2025 FORM 10-K PART I ITEM 1A. RISK FACTORS Class A Common Stock and Governance Structure Provisions in our organizational documents and Delaware law could be considered anti-takeover provisions and have an impact on change-in-control.
During 2024, approximately 70% of our revenue was generated from activities outside the U.S., which could be transacted in a non-functional currency. Impacts from currency fluctuations are included in our net income.
Any of these developments potentially could have a material adverse impact on our overall business and results of operations. Adverse currency fluctuations and foreign exchange controls could negatively impact our results of operations. During 2025, approximately 71% of our revenue was generated from activities outside the U.S., which could be transacted in a non-functional currency.
Removed
ITEM 1A. RISK FACTORS significantly due to a significant portion of our workforce working in a hybrid environment. These threats also may be further enhanced in frequency or effectiveness through threat actors’ use of AI.
Added
ITEM 1A. RISK FACTORS Information Security and Operational Resilience Information security incidents or account data compromise events could disrupt our business, damage our reputation, increase our costs and cause losses.
Removed
Any of these developments potentially could have a material adverse impact on our overall business and results of operations. MASTERCARD 2024 FORM 10-K 35 PART I ITEM 1A. RISK FACTORS Adverse currency fluctuations and foreign exchange controls could negatively impact our results of operations.
Added
Information security risks for payments and technology companies such as ours have significantly increased in recent years in part because of the proliferation of new technologies (including AI), the use of the Internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, “hacktivists”, terrorists, nation-states, state-sponsored actors and other external parties.
Removed
As our workforce composition continues to change, our employees may have different expectations with respect to flexibility and well-being support, and may have different career motivations (such as pursuing project-based work or other gig opportunities, as opposed to linear career paths).
Added
These threats may derive from fraud or malice on the part of our employees or third parties, or may result from human error, software bugs, server malfunctions, software or hardware failure or other technological failure.
Removed
We have significant contractual indemnification obligations with certain customers, which could be triggered depending on the circumstances. Any of the above issues or events could have a material or adverse impact to our overall business and/or results of operations.
Added
These threats include cyber-attacks such as computer viruses, denial-of-service attacks, malicious code (including ransomware), social-engineering attacks (including phishing attacks) or information security breaches and could lead to the misappropriation or loss of consumer account and other information and identity theft. These types of threats have risen significantly due to a significant portion of our workforce working in a hybrid environment.
Removed
Program highlights • We are committed to the responsible handling of personal information, and we balance our product development activities with a commitment to transparency and control, fairness and non-discrimination, as well as accountability • Our multi-layered privacy, data protection and information security programs and practices are designed to ensure the safety, security and responsible use of the information and data our stakeholders entrust to us • We work with our customers, governments, policymakers and others to help develop and implement standards for safe and secure transactions, as well as privacy-centric data practices • Our programs are informed by third-party assessments and advice regarding best practices from consultants, peer companies and advisors • Our programs are designed to align with internationally recognized privacy, data protection and information security standards and undergo regular certifications and attestations • We continually test our systems to discover and address any potential vulnerabilities • We have processes for evaluating (among other things) the privacy, data protection and information security infrastructure of our third-party providers (including examining any relevant records), and we seek to manage third-party risk with procedures to onboard our third-party providers, monitor their activity during our engagement (where possible) and off-board such third-party service providers at the end of our engagement • We maintain a business continuity program and cyber insurance coverage Governance and oversight of privacy, data protection and information security Board and Committee responsibilities Our Board and Risk Committee have specific oversight responsibilities with respect to cybersecurity and privacy risk: MASTERCARD 2024 FORM 10-K 39 PART I
Added
In addition, the current or future listing of Recorded Future as an “undesirable” or “unreliable” entity by certain jurisdictions could further increase our risks in this area. To date, we have not experienced any material impact relating to cyber-attacks or other information security breaches.
Added
RISK FACTORS In addition, companies have generally experienced in recent years an increase in fraudulent activity and cyber-attacks, which has been further exacerbated by the increased use of AI.
Added
Inadequate infrastructure in lesser-developed markets could also result in service disruptions, which could impact our ability to do business in those markets. Additionally, we rely on third-party service providers for the timely transmission of information across our global data network.
Added
Consolidation could also produce a smaller number of large customers, which could increase their bargaining power and lead to lower prices and/or more favorable terms for our customers. These developments could materially and adversely affect our results of operations.
Added
The continued focus of merchants on the costs of accepting various forms of payment (including digital) may lead to additional litigation and regulatory proceedings. 36 MASTERCARD 2025 FORM 10-K PART I ITEM 1A.
Added
These risks include, but are not limited to, the following: • Governmental entities typically fund projects through appropriated monies.
Added
These include or have included: MASTERCARD 2025 FORM 10-K 37 PART I ITEM 1A.
Added
Additionally, we or our customers could take (or be perceived to take) actions related to these industries, which could be viewed negatively and result in threats or other retaliatory actions.
Added
In addition, Brazil recently enacted regulation requiring PSOs in Brazil (including Mastercard and Visa) to extend their responsibility for the financial and settlement integrity of payments to merchants. As we continue to be subject to increased regulation across the globe, more jurisdictions may enact similar approaches from time to time.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

3 edited+2 added−2 removed6 unchanged
Biggest changeDespite our efforts to identify and respond to cybersecurity threats, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident.
Biggest changeDespite our efforts to identify and respond to cybersecurity threats, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident. See “Risk Factors – Information Security and Operational Resilience” in Part I, Item 1A for more information about these and other risks related to information security.
Each individual currently serving in these roles meets the applicable expertise requirements. How management is informed of and monitors incidents Our management is responsible for identifying, considering and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risks are monitored, implementing appropriate mitigation measures and maintaining our cybersecurity programs.
CYBERSECURITY How management is informed of and monitors incidents Our management is responsible for identifying, considering and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risks are monitored, implementing appropriate mitigation measures and maintaining our cybersecurity programs.
Our Board and the Risk Committee also receive information about these topics as part of regular business and legal and regulatory updates. In addition, we engage directors as part of cybersecurity and data breach incident simulations. Further, the Audit Committee would be informed of a material cybersecurity incident that could have a potential impact on our financial statements.
Our Board and the Risk Committee also receive information about these topics as part of regular business, legal and regulatory updates. In addition, we engage directors as part of cybersecurity and data breach incident simulations.
Removed
CYBERSECURITY • Board: Understanding the issues and risks that are central to the company’s success, including cybersecurity matters • Risk Committee: Overseeing risks relating to our policies, procedures and strategic approach to information security (inclusive of cybersecurity), privacy and data protection, among other things In general, the Audit Committee and Risk Committee coordinate to oversee our guidelines and policies with respect to risk assessment and risk management and our Audit Committee discusses our financial and operational risk exposures and the steps management has taken to monitor and control such exposures.
Added
CYBERSECURITY Program highlights • We are committed to the responsible handling of personal information, and we balance our product development activities with a commitment to transparency and control, fairness and non-discrimination, as well as accountability • Our multi-layered privacy, data protection and information security programs and practices are designed to ensure the security and responsible use of the information and data our stakeholders entrust to us • We work with our customers, governments, policymakers and others to help develop and implement standards for secure transactions, as well as privacy-centric data practices • Our programs are informed by third-party assessments and advice regarding best practices from consultants, peer companies and advisors • Our programs are designed to align with internationally recognized privacy, data protection and information security standards and undergo regular certifications and attestations • We continually test our systems to discover and address any potential vulnerabilities • We have processes for evaluating (among other things) the privacy, data protection and information security infrastructure of our third-party providers (including examining any relevant records), and we seek to manage third-party risk with procedures to onboard our third-party providers, monitor their activity during our engagement (where possible) and off-board such third-party service providers at the end of our engagement • We maintain a business continuity program and cyber insurance coverage Governance and oversight of privacy, data protection and information security Board and Committee responsibilities Our Board and Risk Committee have specific oversight responsibilities with respect to cybersecurity and privacy risk: • Board: Understanding the issues and risks that are central to the Company’s success, including cybersecurity matters • Risk Committee: Overseeing risks relating to our policies, procedures and strategic approach to information security (inclusive of cybersecurity), privacy and data protection, among other things In general, the Audit Committee and Risk Committee coordinate to oversee our guidelines and policies with respect to risk assessment and risk management and our Audit Committee discusses our financial and operational risk exposures and the steps management has taken to monitor and control such exposures.
Removed
See “Risk Factors – Information Security and Operational Resilience” in Part I, Item 1A for more information about these and other risks related to information security. 40 MASTERCARD 2024 FORM 10-K PART I ITEM 1C. CYBERSECURITY
Added
Each individual currently serving in these roles meets the applicable expertise requirements. 42 MASTERCARD 2025 FORM 10-K PART I ITEM 1C.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeLegal proceedings Refer to Note 13 (Accrued Expenses and Accrued Litigation) and Note 21 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part II, Item 8.
Biggest changeLegal proceedings Refer to Note 19 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part II, Item 8.
Item 2. Properties We own our corporate headquarters, located in Purchase, New York, and our principal technology and operations center, located in O’Fallon, Missouri. As of December 31, 2024, Mastercard and its subsidiaries owned or leased commercial properties throughout the U.S. and other countries around the world, consisting of corporate and regional offices, as well as our operations centers.
Item 2. Properties We own our corporate headquarters, located in Purchase, New York, and our principal technology and operations center, located in O’Fallon, Missouri. As of December 31, 2025, Mastercard and its subsidiaries owned or leased commercial properties throughout the U.S. and other countries around the world, consisting of corporate and regional offices, as well as our operations centers.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal proceedings 41 Item 4. Mine safety disclosures 42 - Information about our executive officers PART II 45 Item 5. Market for registrant’s common equity, related stockholder matters and issuer purchases of equity securities 45 Item 6. Reserved 46 Item 7. Management’s discussion and analysis of financial condition and results of operations 60 Item 7A.
Biggest changeItem 3. Legal proceedings 43 Item 4. Mine safety disclosures 44 - Information about our executive officers PART II 48 Item 5. Market for registrant’s common equity, related stockholder matters and issuer purchases of equity securities 48 Item 6. Reserved 49 Item 7. Management’s discussion and analysis of financial condition and results of operations 63 Item 7A.
Quantitative and qualitative disclosures about market risk 61 Item 8. Financial statements and supplementary data 108
Quantitative and qualitative disclosures about market risk 64 Item 8. Financial statements and supplementary data 112

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeRegion (2008-2011) Vice President, Investor Relations Jorn Lambert Chief Product Officer since May 2024 53 Chief Digital Officer (2020-2024) Executive Vice President, Digital Solutions (2018-2020) Executive Vice President, Digital Channels (2013-2018) Group Head, Emerging Payments, Europe (2002-2013) Various roles at Clearstream Edward McLaughlin President and Chief Technology Officer, Mastercard Technology since May 2017 59 Chief Information Officer (2016-2017) Chief Emerging Payments Officer (2010-2015) Various senior leadership roles, including Chief Franchise Development Officer and Senior Vice President, Bill Payment and Healthcare Group Vice President, Product and Strategy, Metavante Corporation Co-Founder and CEO, Paytrust, Inc. 42 MASTERCARD 2024 FORM 10-K PART I EXECUTIVE OFFICERS Name Current Position Age Previous Mastercard Experience Previous Business Experience Sachin Mehra Chief Financial Officer since April 2019 54 Chief Financial Operations Officer (2018-2019) Executive Vice President, Commercial Products (2015-2018) Executive Vice President and Business Financial Officer, North America (2013-2015) Corporate Treasurer (2010-2013) Various senior positions at Hess Corporation, including Vice President and Treasurer Various senior treasury and finance positions at General Motors Corporation and GMAC Michael Miebach President and Chief Executive Officer since January 2021 57 President (2020) Chief Product Officer (2016-2020) President, Middle East and Africa (2010-2015) Managing Director, Middle East and North Africa and Managing Director, Sub-Saharan Africa, Barclays Bank PLC Various executive positions at Citigroup in Germany, Austria, U.K. and Turkey Tim Murphy Chief Administrative Officer since April 2021 57 General Counsel (2014-2021) Chief Product Officer (2009-2014) Various senior leadership roles, including President, U.S.
Biggest changeRegion (2008-2011) Vice President, Investor Relations (2006-2008) Jill Kramer Chief Marketing and Communications Officer since December 2025 56 Accenture PLC: Chief Marketing and Communications Officer (2021-2025) Senior Managing Director, Global Brand (2019-2021) Managing Director, Global Brand (2016-2019) Executive Vice President and Senior Director, BBDO Worldwide (2010-2015) Vice President, Account Director, DDB (2008-2010) 44 MASTERCARD 2025 FORM 10-K PART I EXECUTIVE OFFICERS Name Current Position Age Previous Mastercard Experience Previous Business Experience Jorn Lambert Chief Product Officer since May 2024 54 Chief Digital Officer (2020-2024) Executive Vice President, Digital Solutions (2018-2020) Executive Vice President, Digital Channels (2013-2018) Group Head, Emerging Payments, Europe (2002-2013) Various roles at Clearstream (1995-2002) Edward McLaughlin President and Chief Technology Officer, Mastercard Technology since May 2017 60 Chief Information Officer (2016-2017) Chief Emerging Payments Officer (2010-2015) Various senior leadership roles, including Chief Franchise Development Officer and Senior Vice President, Bill Payment and Healthcare (2005-2009) Group Vice President, Product and Strategy, Metavante Corporation (2002-2005) Co-Founder and CEO, Paytrust, Inc.
Ambassador to Singapore (1992-1993) Chairman, Atlantic Council (2014-2017) Chairman, Huntsman Cancer Foundation (2012-2017) Governor of Utah (2005-2009) Linda Kirkpatrick President, Americas since January 2024 48 President, North America (2021-2023) President, U.S. Issuers (2020) Executive Vice President, Merchants and Acceptance (2016-2020) Senior Vice President, Core Merchants (2013-2016) Senior Vice President, Franchise Development (2011-2013) Vice President, U.S.
Ambassador to Singapore (1992-1993) Chairman, Atlantic Council (2014-2017) Chairman, Huntsman Cancer Foundation (2012-2017) Governor of Utah (2005-2009) Linda Kirkpatrick President, Americas since January 2024 49 President, North America (2021-2023) President, U.S. Issuers (2020) Executive Vice President, Merchants and Acceptance (2016-2020) Senior Vice President, Core Merchants (2013-2016) Senior Vice President, Franchise Development (2011-2013) Vice President, U.S.
Huntsman, Jr. Vice Chair and President, Strategic Growth since April 2024 64 Vice Chair, Policy, Ford Motor Company (2021-2022) U.S. Federal Government: U.S. Ambassador to Russia (2017-2019); U.S. Ambassador to China (2009-2011); U.S. Trade Ambassador (2001-2003); U.S.
Huntsman, Jr. Vice Chairman and President, Strategic Growth since April 2024 65 Vice Chair, Policy, Ford Motor Company (2021-2022) U.S. Federal Government: U.S. Ambassador to Russia (2017-2019); U.S. Ambassador to China (2009-2011); U.S. Trade Ambassador (2001-2003); U.S.
MASTERCARD 2024 FORM 10-K 41 PART I EXECUTIVE OFFICERS Information about our executive officers (as of February 12, 2025) Name Current Position Age Previous Mastercard Experience Previous Business Experience Ling Hai President, Asia Pacific, Europe, Middle East & Africa since January 2024 54 Co-President, International Markets (2022-2023) Co-President, Asia Pacific (2015-2021) President, Enterprise Development (2014-2015) President, Greater China (2010-2014) Various roles at Booz Allen Hamilton and Bank of America Jon M.
MASTERCARD 2025 FORM 10-K 43 PART I EXECUTIVE OFFICERS Information about our executive officers (as of February 11, 2026) Name Current Position Age Previous Mastercard Experience Previous Business Experience Ling Hai President, Asia Pacific, Europe, Middle East & Africa since January 2024 55 Co-President, International Markets (2022-2023) Co-President, Asia Pacific (2015-2021) President, Enterprise Development (2014-2015) President, Greater China (2010-2014) Various roles at Bank of America (2004-2009) and Booz Allen Hamilton (1998-2003) Jon M.
Market Development (2010-2014) Various senior leadership roles, including Head of Mastercard Advisors, U.S. and Canada and Head of Mastercard Advisors, Southeast Asia, Greater China and South Asia/Middle East/Africa Senior member-financial services practice, Bain & Company and A.T. Kearney Vice President, CoreStates Financial Corporation MASTERCARD 2024 FORM 10-K 43 PART II Item 5.
Market Development (2010-2014) Various senior leadership roles, including Head of Mastercard Advisors, U.S. and Canada and Head of Mastercard Advisors, Southeast Asia, Greater China and South Asia/Middle East/Africa (2006-2010) Senior member-financial services practice, Bain & Company (2002-2006) and A.T. Kearney (1997-2002) Vice President, CoreStates Financial Corporation (1989-1995) 46 MASTERCARD 2025 FORM 10-K PART II Item 5.
(2012-2014) Various leadership positions at Citigroup, U.S. Trust Company and McKinsey & Company, Inc. Craig Vosburg Chief Services Officer since May 2024 57 Chief Product Officer (2021-2024) President, North America (2016-2020) Chief Product Officer (2014-2015) Executive Vice President, U.S.
Senate Majority Leader (2002-2007) Craig Vosburg Chief Services Officer since May 2024 58 Chief Product Officer (2021-2024) President, North America (2016-2020) Chief Product Officer (2014-2015) Executive Vice President, U.S.
(2009-2012) Various management positions at Citigroup, including Executive Vice President and Chief Marketing Officer-Citi Global Cards Raj Seshadri Chief Commercial Payments Officer since May 2024 59 President, Data and Services (2020-2024) President, U.S. Issuers (2016-2019) Managing Director, Head of iShares U.S. Wealth Advisory business, BlackRock (2014-2016) Managing Director, Global Marketing Officer of iShares, BlackRock, Inc.
Issuers (2016-2019) Managing Director, Head of iShares U.S. Wealth Advisory business, BlackRock (2014-2016) Managing Director, Global Marketing Officer of iShares, BlackRock, Inc. (2012-2014) Various leadership positions at Citigroup (2008-2012), U.S. Trust Company (2006-2008) and McKinsey & Company, Inc.
Removed
Region; Executive Vice President, Customer Business Planning and Analysis; and Senior Vice President and Associate General Counsel Associate, Cleary, Gottlieb, Steen and Hamilton, New York and London Raja Rajamannar Chief Marketing and Communications Officer since May 2024 63 President, Healthcare (2016-2024) Chief Marketing Officer (2013-2015) Executive Vice President-Senior Business and Chief Transformation Officer, Anthem (formerly, WellPoint, Inc.) (2012- 2013) Senior Vice President and Chief Innovation and Marketing Officer, Humana Inc.
Added
(1998-2002) Sachin Mehra Chief Financial Officer since April 2019 55 Chief Financial Operations Officer (2018-2019) Executive Vice President, Commercial Products (2015-2018) Executive Vice President and Business Financial Officer, North America (2013-2015) Corporate Treasurer (2010-2013) Various senior positions at Hess Corporation, including Vice President and Treasurer (2007-2010) Various senior treasury and finance positions at General Motors Corporation and GMAC (1996-2007) Michael Miebach President and Chief Executive Officer since January 2021 58 President (2020) Chief Product Officer (2016-2020) President, Middle East and Africa (2010-2015) Managing Director, Middle East and North Africa (2008-2010) and Managing Director, Sub-Saharan Africa (2007-2008), Barclays Bank PLC Various executive positions at Citigroup in Germany, Austria, U.K. and Turkey (1994-2007) Susan Muigai Chief People Officer since April 2025 56 Executive Vice President, Chief Human Resources Officer at TransUnion (2021-2025) Various executive positions at Walmart (2005-2021) Raj Seshadri Chief Commercial Payments Officer since May 2024 60 President, Data and Services (2020-2024) President, U.S.
Added
(1995-2006) MASTERCARD 2025 FORM 10-K 45 PART I EXECUTIVE OFFICERS Name Current Position Age Previous Mastercard Experience Previous Business Experience Rich Verma Chief Administrative Officer since May 2025 57 Chief Legal Officer and Head of Global Public Policy (2021-2023) Executive Vice President, Global Public Policy and Regulatory Affairs (2020-2021) Deputy Secretary of State for Management and Resources, U.S.
Added
Department of State (2023-2025) Vice Chairman, The Asia Group (2017-2020) U.S. Ambassador to India, U.S. Department of State (2014-2017) Partner and Senior Counselor, Steptoe & Johnson LLP (2011-2014) Assistant Secretary of State for Legislative Affairs, U.S. Department of State (2009-2011) Senior National Security Advisor to U.S.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeComparison of cumulative five-year total return Total returns to stockholders for each of the years presented were as follows: Base period Indexed Returns For the Years Ended December 31, Company/Index 2019 2020 2021 2022 2023 2024 Mastercard $ 100.00 $ 120.17 $ 121.56 $ 118.34 $ 146.02 $ 181.31 S&P 500 100.00 118.40 152.39 124.79 157.59 197.02 S&P 500 Financials 100.00 98.31 132.75 118.77 133.20 173.90 Dividend Declaration and Policy 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.
Biggest changeComparison of cumulative five-year total return Total returns to stockholders for each of the years presented were as follows: Base period Indexed Returns For the Years Ended December 31, Company/Index 2020 2021 2022 2023 2024 2025 Mastercard $ 100.00 $ 101.16 $ 98.47 $ 121.51 $ 150.88 $ 164.50 S&P 500 100.00 128.71 105.40 133.10 166.40 196.16 S&P 500 Financials 100.00 135.04 120.81 135.49 176.89 203.47 Dividend Declaration and Policy The following table summarizes the dividends declared by our Board of Directors on our outstanding Class A common stock and Class B common stock, payable in 2026: Date of Declaration Amount Payable per Share Record Date Date Payable December 9, 2025 $ 0.87 January 9, 2026 February 9, 2026 February 10, 2026 $ 0.87 April 9, 2026 May 8, 2026 Subject to legally available funds, we intend to contin ue to pay a quarterly cash dividend on our outstanding Class A common stock and Class B common stock.
Stock Performance Graph The graph and table below compare the cumulative total stockholder return of Mastercard’s Class A common stock, the S&P 500 and the S&P 500 Financials for the five-year period ended December 31, 2024. The graph assumes a $100 investment in our Class A common stock and both of the indices and the reinvestment of dividends.
Stock Performance Graph The graph and table below compare the cumulative total stockholder return of Mastercard’s Class A common stock, the S&P 500 and the S&P 500 Financials for the five-year period ended December 31, 2025. The graph assumes a $100 investment in our Class A common stock and both of the indices and the reinvestment of dividends.
Item 5. Market for registrant’s common equity, related stockholder matters and issuer purchases of equity securities Our Class A common stock trades on the New York Stock Exchang e under the symbol “MA”. At February 7, 2025, we had 67 stockholders of record for our Class A common stock.
Item 5. Market for registrant’s common equity, related stockholder matters and issuer purchases of equity securities Our Class A common stock trades on the New York Stock Exchang e under the symbol “MA”. At February 6, 2026, we had 71 stockholders of record for our Class A common stock.
There were approximately 214 holders of record of our non-voting Class B common stock as of February 7, 2025, constituting approximately 0.7% of our total outstanding equity.
There were approximately 207 holders of record of our non-voting Class B common stock as of February 6, 2026, constituting approximately 0.7% of our total outstanding equity.
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.
In December 2025 and 2024, our Board of Directors approved programs authorizing us to repurchase shares of our Class A common stock up to $14.0 billion and $12.0 billion, respectively. See Note 14 (Stockholders' Equity) to the consolidated financial statements included in Part II, Item 8 for further discussion with respect to our share repurchase programs.
The following table presents our repurchase activity on a cash basis during the fourth quarter of 2024: Period Total Number of Shares Purchased Average Price Paid per Share (including commission cost) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Dollar Value of Shares that may yet be Purchased under the Plans or Programs 1 October 1 – 31 2,239,140 $ 504.68 2,239,140 $ 5,447,723,926 November 1 – 30 1,610,343 $ 518.73 1,610,343 $ 4,612,384,900 December 1 – 31 2,691,281 $ 529.18 2,691,281 $ 15,188,210,326 Total 6,540,764 $ 518.22 6,540,764 1 Dollar value of shares that may yet be purchased under the share repurchase programs is as of the end of the period.
Issuer Purchases of Equity Securities The following table presents the repurchase activity of our Class A common stock on a cash basis during the fourth quarter of 2025: Period Total Number of Shares Purchased Average Price Paid per Share (including commission cost) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Dollar Value of Shares that may yet be Purchased under the Plans or Programs 1 October 1 – 31 2,646,404 $ 567.86 2,646,404 $ 5,516,017,590 November 1 – 30 2,027,835 $ 546.34 2,027,835 $ 4,408,129,281 December 1 – 31 1,691,869 $ 559.56 1,691,869 $ 17,461,429,536 Total 6,366,108 $ 558.80 6,366,108 1 Dollar value of shares that may yet be purchased under the share repurchase programs is as of the end of the period.
Removed
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.
Removed
Subject to legally available funds, we intend to contin ue to pay a quarterly cash dividend on our outstanding Class A common stock and Class B common stock.
Removed
Issuer Purchases of Equity Securities During the fourth quarter of 2024, we repurchased 6.5 million shares for $3.4 billion at an average price of $518.22 per share of Class A common stock. See Note 16 (Stockholders' Equity) to the consolidated financial statements included in Part II, Item 8 for further discussion with respect to our share repurchase programs.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

20 edited+1 added−4 removed7 unchanged
Biggest changeSpecial 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.
Biggest changeSpecial Items Litigation provisions • During 2025, we recorded pre-tax charges of $504 million ($357 million after tax, or $0.39 per diluted share), primarily as a result of a change in estimate related to the claims of merchants who opted out of the U.S. merchant class litigation, a legal provision associated with the U.S. liability shift litigation and a legal provision associated with the ATM non-discrimination rule surcharge complaints. • 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.
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 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 evaluate our ongoing operations in relation to historical results, for internal planning and forecasting purposes and in the calculation of performance-based compensation, among other things.
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.
Our non-GAAP financial measures also exclude, where applicable, the impact of special items, which represent litigation judgments and settlements and/or 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.
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.
Operating expenses, operating margin, other income (expense), effective income tax rate, net income and diluted earnings per share, each as 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.
For discussion related to the results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022, please see Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023. Business Overview Mastercard is a technology company in the global payments industry.
For discussion related to the results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, please see Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024. Business Overview Mastercard is a technology company in the global payments industry.
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.
Restructuring charge • During 2024, we recorded a restructuring charge of $190 million ($147 million after tax, or $0.16 per diluted share). The restructuring action was intended to streamline our organization, delivering efficiencies to enable reinvestment in our business to support the realization of our long-term growth opportunities.
As described more fully below, our non-GAAP financial measures exclude the impact of gains and losses on our equity investments, which includes mark-to-market fair value adjustments, impairments and gains and losses upon disposition, as well as the related tax impacts.
As described more fully below, our non-GAAP financial measures exclude, where applicable, the impact of gains and losses on our equity investments, which includes mark-to-market fair value adjustments, impairments and gains and losses upon disposition, as well as the related tax impacts.
Mastercard is not a financial institution. We do not issue cards, extend credit, determine or receive revenue from interest rates or other fees charged to account holders by issuers (the account holders’ financial institutions), or establish the rates charged by acquirers (the merchants’ financial institutions) in connection with merchants’ acceptance of our products.
We do not issue cards, extend credit, determine or receive revenue from interest rates or other fees charged to account holders by issuers (the account holders’ financial institutions), nor do we establish the rates charged by acquirers (the merchants’ financial institutions) in connection with merchants’ acceptance of our products.
In addition, we have presented growth rates, adjusted for the impact of currency: Years ended December 31, 2024 Increase/(Decrease) 2023 Increase/(Decrease) 2024 2023 2022 As adjusted Currency-neutral As adjusted Currency-neutral ($ in millions, except per share data) Adjusted net revenue 2 $ 28,167 $ 25,098 $ 22,200 12% 13% 13% 13% Adjusted operating expenses $ 11,714 $ 10,551 $ 9,549 11% 11% 10% 11% Adjusted operating margin 58.4 % 58.0 % 57.0 % 0.4 ppt 0.7 ppt 1.0 ppt 0.9 ppt Adjusted effective income tax rate 16.2 % 18.5 % 15.7 % (2.3) ppt (2.2) ppt 2.8 ppt 2.7 ppt Adjusted net income $ 13,541 $ 11,607 $ 10,342 17% 18% 12% 12% Adjusted diluted earnings per share $ 14.60 $ 12.26 $ 10.65 19% 21% 15% 15% 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. 2 For the years ended December 31, 2024 and 2023, the amounts presented are GAAP reported amounts, not adjusted.
In addition, we have presented growth rates adjusted for the impact of currency: Years ended December 31, 2025 Increase/(Decrease) 2024 Increase/(Decrease) 2025 2024 2023 As adjusted Currency-neutral As adjusted Currency-neutral (in millions, except percentages and per share data) Net revenue $ 32,791 $ 28,167 $ 25,098 16% 15% 12% 13% Adjusted operating expenses $ 13,389 $ 11,714 $ 10,551 14% 14% 11% 11% Adjusted operating margin 59.2 % 58.4 % 58.0 % 0.8 ppt 0.7 ppt 0.4 ppt 0.7 ppt Adjusted effective income tax rate 19.6 % 16.2 % 18.5 % 3.4 ppt 3.4 ppt (2.3) ppt (2.2) ppt Adjusted net income $ 15,415 $ 13,541 $ 11,607 14% 13% 17% 18% Adjusted diluted earnings per share $ 17.01 $ 14.60 $ 12.26 17% 15% 19% 21% 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.
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.
Our non-GAAP financial measures for the comparable periods exclude the impact of the following: Gains and Losses on Equity Investments • During 2025, 2024 and 2023, we recorded net pre-tax losses of $88 million ($90 million after tax, or $0.10 per diluted share), $29 million ($25 million after tax, or $0.03 per diluted share) and $61 million ($36 million after tax, or $0.04 per diluted share), respectively.
Item 6. [Reserved] 45 MASTERCARD 2024 FORM 10-K PART II ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Item 7.
Item 6. [Reserved] MASTERCARD 2025 FORM 10-K 48 PART II ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Item 7.
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
See Note 5 (Investments) and Note 19 (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. 51 MASTERCARD 2025 FORM 10-K PART II
Financial Results Overview The following table provides a summary of our key GAAP operating results, as reported: Years ended December 31, 2024 Increase/ (Decrease) 2023 Increase/ (Decrease) 2024 2023 2022 (in millions, except percentages and per share data) Net revenue $ 28,167 $ 25,098 $ 22,237 12% 13% Operating expenses $ 12,585 $ 11,090 $ 9,973 13% 11% Operating income $ 15,582 $ 14,008 $ 12,264 11% 14% Operating margin 55.3 % 55.8 % 55.2 % (0.5) ppt 0.7 ppt Income tax expense $ 2,380 $ 2,444 $ 1,802 (3)% 36% Effective income tax rate 15.6 % 17.9 % 15.4 % (2.3) ppt 2.6 ppt Net income $ 12,874 $ 11,195 $ 9,930 15% 13% Diluted earnings per share $ 13.89 $ 11.83 $ 10.22 17% 16% Diluted weighted-average shares outstanding 927 946 971 (2)% (3)% Note: Table may not sum due to rounding.
Financial Results Overview The following table provides a summary of our key GAAP operating results, as reported: Years ended December 31, 2025 Increase/ (Decrease) 2024 Increase/ (Decrease) 2025 2024 2023 (in millions, except percentages and per share data) Net revenue $ 32,791 $ 28,167 $ 25,098 16% 12% Operating expenses $ 13,894 $ 12,585 $ 11,090 10% 13% Operating income $ 18,897 $ 15,582 $ 14,008 21% 11% Operating margin 57.6 % 55.3 % 55.8 % 2.3 ppt (0.5) ppt Income tax expense $ 3,610 $ 2,380 $ 2,444 52% (3)% Effective income tax rate 19.4 % 15.6 % 17.9 % 3.8 ppt (2.3) ppt Net income $ 14,968 $ 12,874 $ 11,195 16% 15% Diluted earnings per share $ 16.52 $ 13.89 $ 11.83 19% 17% Diluted weighted-average shares outstanding 906 927 946 (2)% (2)% Note: Table may not sum due to rounding. 49 MASTERCARD 2025 FORM 10-K PART II ITEM 7.
Our capabilities strengthen, reinforce and complement each other and are fundamentally interdependent. For our global payments network, our franchise model sets the standards and ground-rules that balance value and risk across all stakeholders and allows for interoperability among them. We employ a multi-layered approach to help protect the global payments ecosystem in which we operate.
For our global payments network, our franchise model sets the standards and ground-rules that balance value and risk across (and allow for interoperability among) all stakeholders. We employ a multi-layered approach to help protect the global payments ecosystem in which we operate. Mastercard is not a financial institution.
MASTERCARD 2024 FORM 10-K 46 PART II ITEM 7.
MASTERCARD 2025 FORM 10-K 50 PART II ITEM 7.
We operate a payments network that provides choice and flexibility for consumers, merchants and our customers. Through our unique and proprietary global payments network, we switch (authorize, clear and settle) payment transactions. We have additional payments capabilities that include automated clearing house (“ACH”) transactions (both batch and real-time account-based payments).
Through our unique and proprietary global payments network, we switch (authorize, clear and settle) payment transactions. We have additional payments capabilities that include automated clearing house (“ACH”) transactions (both batch and real-time account-based payments). Using these capabilities, we offer consumer and commercial payment products, capture new payment flows and provide services and solutions.
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.
Additionally, a change in our geographic mix of earnings contributed to the higher effective income tax rates, partially offset by net discrete tax benefits. 19.4% 19.6% up 3.8 ppt up 3.4 ppt Other 2025 financial highlights were as follows: • We generated net cash flows from operations of $17.6 billion. • We repurchased 21.1 million shares of our common stock fo r $11.7 billion and paid dividends of $2.8 billion . • We completed a debt offering in February 2025 for an aggregate principal amount of $1.25 billion.
We connect consumers, financial institutions, merchants, governments, digital partners, businesses and other organizations worldwide by enabling electronic payments and making those payment transactions secure, simple, smart and accessible. We make payments easier and more efficient by providing a wide range of payment solutions and services using our family of well-known and trusted brands, including Mastercard®, Maestro® and Cirrus®.
We connect consumers, financial institutions, merchants, governments, digital partners, businesses and other organizations worldwide by enabling electronic payments and making those payment transactions secure, simple, smart and accessible.
Using these capabilities, we offer consumer and commercial payment products, capture new payment flows and provide services and solutions. These services and solutions include, among others, security solutions, consumer acquisition and engagement services, and business and market insights, all of which draw on our principled and responsible use of secure data.
These services and solutions include, among others, security solutions, consumer acquisition and engagement services, business and market insights, digital and authentication, processing and gateway and other solutions, all of which draw on our principled and responsible use of secure data. Our capabilities strengthen, reinforce and complement each other and are fundamentally interdependent.
Key highlights for 2024 as compared to 2023 were as follows: Net revenue GAAP Non-GAAP (currency-neutral) Both the as-reported and currency-neutral net revenue increase was attributable to growth in our payment network and value-added services and solutions. up 12% up 13% 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.
Key highlights for 2025 as compared to 2024 were as follows: Net revenue GAAP Non-GAAP (currency-neutral) Both the as-reported and currency-neutral net revenue increases were attributable to growth in our payment network and value-added services and solutions. up 16% up 15% Operating expenses Adjusted operating expenses GAAP Non-GAAP (currency-neutral) Both the as-reported and as-adjusted operating expenses increases were primarily due to higher general and administrative expenses. up 10% up 14% Effective income tax rate Adjusted effective income tax rate GAAP Non-GAAP Both the as-reported and as-adjusted effective income tax rates were higher versus the comparable period in 2024, primarily due to a change in the net tax effect of our Singapore operations, which includes the 15% global minimum tax rate (Pillar 2 Rules) that took effect in 2025.
Removed
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.
Added
We make payments easier and more efficient by providing a wide range of payment solutions and services using our family of well-known and trusted brands, including our primary brand Mastercard®, as well as our Maestro® and Cirrus® brands. We operate a payments network that provides choice and flexibility for consumers, merchants and our customers.
Removed
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.
Removed
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.
Removed
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.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

60 edited+9 added−11 removed39 unchanged
Biggest changeNon-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.
Biggest changeNon-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, 2025 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 $ 13,894 57.6 % $ (319) 19.4 % $ 14,968 $ 16.52 (Gains) losses on equity investments ** ** 88 (0.1) % 90 0.10 Litigation provisions (504) 1.5 % ** 0.3 % 357 0.39 Adjusted - Non-GAAP $ 13,389 59.2 % $ (232) 19.6 % $ 15,415 $ 17.01 Year ended December 31, 2024 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 $ 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 $ 11,714 58.4 % $ (300) 16.2 % $ 13,541 $ 14.60 Year ended December 31, 2023 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 $ 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 $ 10,551 58.0 % $ (308) 18.5 % $ 11,607 $ 12.26 Note: Tables may not sum due to rounding. ** Not applicable.
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.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Currency-neutral Growth Rates Currency-neutral growth rates are non-GAAP financial measures and 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.
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 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 consolidated statements of operations when the underlying forecasted transactions impact earnings.
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 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.
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.
Liquidity and Capital Resources We rely on existing liquidity (our cash, cash equivalents and investments), 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.
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.
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 21 (Derivative and Hedging Instruments) to the consolidated financial statements included in Part II, Item 8.
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.
See Note 14 (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.
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.
As of December 31, 2025, 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.
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. 1 Represents the translational and transactional impact of currency. 2 See “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 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 General and administrative 9% 12 % 4 % 1 % 1 % — % (2) % 2 % 11 % 14 % Advertising and marketing 7% — % 5 % — % 2 % (1) % ** ** 14 % (1) % Depreciation and amortization 13% 12 % 13 % — % 1 % — % ** ** 27 % 12 % Provision for litigation ** ** ** ** ** ** (26) % 26 % (26) % 26 % Total operating expenses 9% 11 % 4 % — % 1 % — % (4) % 2 % 10 % 13 % Note: Table may not sum due to rounding. ** Not applicable. 1 Represents the translational and transactional impact of currency. 2 See “Non-GAAP Financial Information” for further information on our non-GAAP adjustments and the reconciliation to GAAP reported amounts.
If our customers’ actual performance is not consistent with our estimates of their performance, net revenue may be materially different. MASTERCARD 2024 FORM 10-K 58 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.
If our customers’ actual performance is not consistent with our estimates of their performance, net revenue may be materially different. 61 MASTERCARD 2025 FORM 10-K 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 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.
We believe that our existing liquidity, 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.
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. 57 MASTERCARD 2024 FORM 10-K PART II ITEM 7.
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. MASTERCARD 2025 FORM 10-K 60 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.
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, 2025 as compared to the Year Ended December 31, 2024 Increase/(Decrease) Operating expenses Operating margin Effective income tax rate Net income Diluted earnings per share Reported - GAAP 10 % 2.3 ppt 3.8 ppt 16 % 19 % (Gains) losses on equity investments ** ** (0.1) ppt — % — % Litigation provisions 2 % (0.9) ppt (0.2) ppt (2) % (2) % Restructuring charge 2 % (0.7) ppt (0.1) ppt (1) % (1) % Adjusted - Non-GAAP 14 % 0.8 ppt 3.4 ppt 14 % 17 % Currency Impact (1) % (0.1) ppt (0.1) ppt (1) % (1) % Adjusted - Non-GAAP - currency-neutral 14 % 0.7 ppt 3.4 ppt 13 % 15 % Year Ended December 31, 2024 as compared to the Year Ended December 31, 2023 Increase/(Decrease) Operating expenses Operating margin Effective income tax rate Net income Diluted earnings per share Reported - GAAP 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 11 % 0.4 ppt (2.3) ppt 17 % 19 % Currency Impact — % 0.3 ppt 0.1 ppt 1 % 1 % Adjusted - Non-GAAP - currency-neutral 11 % 0.7 ppt (2.2) ppt 18 % 21 % Note: Tables may not sum due to rounding. ** Not applicable.
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.
We had no borrowings outstanding under the Commercial Paper Program or the Credit Facility at December 31, 2025. See Note 13 (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.
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 1 Investments include available-for-sale securities and held-to-maturity securities.
The following table summarizes the cash, cash equivalents, investments and credit available to us at December 31: 2025 2024 (in billions) Cash, cash equivalents and investments 1 $ 10.9 $ 8.8 Unused line of credit 8.0 8.0 1 Investments include available-for-sale securities and held-to-maturity securities.
Our estimates are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. 59 MASTERCARD 2024 FORM 10-K PART II ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our estimates are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. MASTERCARD 2025 FORM 10-K 62 PART II ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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.
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 21 (Derivative and Hedging Instruments) to the consolidated financial statements included in Part II, Item 8. 55 MASTERCARD 2025 FORM 10-K PART II ITEM 7.
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.
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.
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.
For the Years Ended December 31, 2025 2024 Increase/(Decrease) USD Local USD Local Mastercard-branded GDV growth 1 9% 9% 8% 11% United States 6% 6% 7% 7% Worldwide less United States 10% 10% 9% 12% Cross-border volume growth 1 18% 15% 17% 18% For the Years Ended December 31, 2025 2024 Increase/(Decrease) Switched transactions growth 10% 11% 1 Excludes volume generated by Maestro and Cirrus cards.
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.
Net cash used in financing activities increased $3.3 billion in 2025 versus the prior year, primarily due to lower proceeds from debt and higher cash paid for repurchases of our Class A common stock and dividends, partially offset by higher repayments of debt in the prior year.
The strengthening or weakening of the U.S. dollar is evident when GDV growth on a U.S. dollar-converted basis is compared to GDV growth on a local currency basis. In 2024, GDV on a U.S. dollar-converted basis increased 8.1%, while GDV on a local currency basis increased 10.5% versus 2023.
The strengthening or weakening of the U.S. dollar is evident when GDV growth on a U.S. dollar-converted basis is compared to GDV growth on a local currency basis. In 2025, GDV on a U.S. dollar-converted basis increased 8.7%, while GDV on a local currency basis increased 8.6% versus 2024.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The components of general and administrative expenses were as follows: For the Years Ended December 31, Increase (Decrease) 2024 2023 2022 2024 2023 ($ 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. 1 Foreign exchange activity includes the impact of remeasurement of assets and liabilities denominated in foreign currencies net of the impact of gains and losses on foreign exchange derivative contracts.
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) 2025 2024 2023 2025 2024 ($ in millions) Personnel $ 7,251 $ 6,673 $ 6,022 9% 11% Professional fees 537 549 495 (2)% 11% Data processing and telecommunications 1,272 1,119 1,008 14% 11% Foreign exchange activity 1 113 65 83 74% (22)% Other 2,145 1,787 1,319 20% 35% Total general and administrative expenses $ 11,318 $ 10,193 $ 8,927 11% 14% Note: Table may not sum due to rounding. 1 Foreign exchange activity includes the impact of remeasurement of assets and liabilities denominated in foreign currencies net of the impact of gains and losses on foreign exchange derivative contracts.
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. 1 See “Non-GAAP Financial Information” for further information on our non-GAAP adjustments and the reconciliation to GAAP reported amounts.
The components of operating expenses were as follows: For the Years Ended December 31, Increase/(Decrease) 2025 2024 2023 2025 2024 ($ in millions) General and administrative $ 11,318 $ 10,193 $ 8,927 11 % 14 % Advertising and marketing 929 815 825 14 % (1) % Depreciation and amortization 1,143 897 799 27 % 12 % Provision for litigation 504 680 539 (26) % 26 % Total operating expenses 13,894 12,585 11,090 10 % 13 % Special Items 1 (504) (870) (539) ** ** Adjusted total operating expenses 1 $ 13,389 $ 11,714 $ 10,551 14 % 11 % 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.
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.
For additional discussion of these and other risks facing our business, see Part I, Item 1A - Risk Factors - Legal and Regulatory Risks and Note 19 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part II, Item 8.
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 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.
This amount excludes restricted cash and restricted cash equivalents of $2.4 billion and $1.9 billion at December 31, 2024 and 2023, respectively.
This amount excludes restricted cash and restricted cash equivalents of $2.7 billion and $2.4 billion at December 31, 2025 and 2024, respectively.
Drivers of Change The following table summarizes the drivers of change in net revenue: For the Years Ended December 31, Operational Acquisitions Currency Impact 1, 2 Special Items 2 Total 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 Payment network 11% 11% ** —% (1)% —% ** — % 10 % 10 % Value-added services and solutions 17% 16% —% —% (1)% 1% ** ** 17 % 18 % Net revenue 13% 13% —% —% (1)% —% ** — % 12 % 13 % Note: Table may not sum due to rounding. ** Not applicable. 1 Includes the translational and transactional impact of currency and the related impact of our foreign exchange derivative contracts designated as cash flow hedging instruments. 2 See “Non-GAAP Financial Information” for further information on our non-GAAP adjustments and the reconciliation to GAAP reported amounts.
Drivers of Change The following table summarizes the drivers of change in net revenue: For the Years Ended December 31, Operational Acquisitions Currency Impact 1 Total 2025 2024 2025 2024 2025 2024 2025 2024 Payment network 12% 11% ** ** 1% (1)% 12 % 10 % Value-added services and solutions 18% 17% 3% —% 2% (1)% 23 % 17 % Net revenue 14% 13% 1% —% 1% (1)% 16 % 12 % Note: Table may not sum due to rounding. ** Not applicable. 1 Includes the translational and transactional impact of currency and the related impact of our foreign exchange derivative contracts designated as cash flow hedging instruments.
Years ended December 31, 2024 2023 Increase/(Decrease) Increase/(Decrease) 2024 2023 2022 As reported Currency-neutral As reported Currency-neutral ($ 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.
Years ended December 31, 2025 2024 Increase/(Decrease) Increase/(Decrease) 2025 2024 2023 As reported Currency-neutral As reported Currency-neutral ($ in millions) Domestic assessments $ 11,029 $ 10,245 $ 9,566 8% 8% 7% 9% Cross-border assessments 12,021 10,181 8,409 18% 17% 21% 22% Transaction processing assessments 15,930 13,602 12,067 17% 16% 13% 14% Other network assessments 1,018 936 963 9% 8% (3)% (3)% Foreign Currency Currency Impact Our primary functional currencies are the U.S. dollar, euro, British pound and the Brazilian real.
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 payment network included $20,522 million of rebates and incentives provided to customers, which increased 16%, on both an as-reported and currency-neutral basis, in 2025 versus the prior year, primarily due to an increase in our key drivers as well as new and renewed deals.
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.
In conjunction with the Commercial Paper Program, we have a committed unsecured $8 billion revolving credit facility (the “Credit Facility”) that was amended and extended in 2025 and now expires in November 2030.
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.
The remaining increase was primarily due to higher personnel costs to support the continued investment in our strategic initiatives across payments and value-added services and solutions, as well as fulfillment costs to provide marketing and consulting services.
See Note 21 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part II, Item 8 for further discussion.
See Note 19 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part II, Item 8 for further discussion. MASTERCARD 2025 FORM 10-K 58 PART II ITEM 7.
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.
The following table summarizes our share repurchase authorizations and repurchase activity of our Class A common stock for the year ended December 31, 2025, unless otherwise noted: (in millions, except per share data) Remaining authorization at December 31, 2024 $ 15,188 Dollar-value of shares repurchased in 2025 $ 11,727 Remaining authorization at December 31, 2025 $ 17,461 Shares repurchased in 2025 21.1 Average price paid per share in 2025 $ 555.78 Dollar-value of shares repurchased January 1, 2026 through February 6, 2026 $ 1,147 Note: Table may not sum due to rounding.
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.
MASTERCARD 2025 FORM 10-K 54 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.
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 remaining increase in net revenue was attributable to organic growth in our payment network and value-added services and solutions. Net revenue from our payment network increased 12%, on both an as-reported and currency-neutral basis, in 2025 versus the prior year.
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.
In 2024, GDV on a U.S. dollar-converted basis increased 8.1%, while GDV on a local currency basis increased 10.7% versus 2023.
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.
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, 2025 2024 2023 (in millions, except per share data) Cash dividend, per share $ 3.04 $ 2.64 $ 2.28 Cash dividends paid $ 2,756 $ 2,448 $ 2,158 The following table summarizes the dividends declared by our Board of Directors on our outstanding Class A common stock and Class B common stock, payable in 2026: Date of Declaration Amount Payable per Share Record Date Date Payable Aggregate Amount (in millions) December 9, 2025 $ 0.87 January 9, 2026 February 9, 2026 $ 777 February 10, 2026 $ 0.87 April 9, 2026 May 8, 2026 $ 776 1 1 Represents the estimated aggregate amount of dividends to be paid.
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.
The impact of the transactional currency represents the effect of converting revenue and expense transactions occurring in a currency other than the functional currency. Changes in currency exchange rates directly impact the calculation of GDV, which is used in the calculation of our key metrics related to domestic assessments and cross-border assessments as well as certain volume-related rebates and incentives.
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.
Cash Flows The table below shows a summary of the cash flows from operating, investing and financing activities: For the Years Ended December 31, 2025 2024 2023 (in millions) Net cash provided by operating activities $ 17,648 $ 14,780 $ 11,980 Net cash used in investing activities (1,362) (3,402) (1,351) Net cash used in financing activities (14,179) (10,836) (9,488) Net cash provided by operating activities increased $2.9 billion in 2025 versus the prior year, primarily due to higher net income after adjusting for non-cash items.
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.
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 59 MASTERCARD 2025 FORM 10-K PART II ITEM 7.
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.
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. 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.
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.
Foreign Exchange Activity We incur foreign currency gains and losses from remeasuring monetary assets and liabilities 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.
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.
All data is subject to revision and amendment by Mastercard or Mastercard’s customers. 53 MASTERCARD 2025 FORM 10-K PART II ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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.
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.
See Note 21 (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 increased 14%, or 12% on a currency-neutral basis, in 2025 versus the prior year, which included a 5 percentage point increase from Acquisitions.
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.
Repurchased shares of our common stock are considered treasury stock. In December 2025 and 2024, our Board of Directors approved programs authorizing us to repurchase shares of our Class A common stock up to $14.0 billion and $12.0 billion, respectively. The program approved in 2025 will become effective after the completion of the program approved in 2024.
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.
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.
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.
The remaining increase was driven primarily by (1) growth in our underlying key drivers, (2) our security and digital and authentication solutions, and consumer acquisition and engagement services, (3) pricing and (4) our business and market insights.
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.
General and Administrative General and administrative expenses increased 11%, on both an as-reported and currency-neutral basis, in 2025 versus the prior year, which included a 4 percentage point increase from Acquisitions and a 2 percentage point decrease from Special Items.
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.
Income Taxes The effective income tax rates for the years ended December 31, 2025 and 2024 were 19.4% and 15.6%, respectively. The adjusted effective income tax rates for the years ended December 31, 2025 and 2024 were 19.6% and 16.2%, respectively.
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 PART II ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Other Income (Expense) The components of total other income (expense) were as follows: For the Years Ended December 31, Favorable/(Unfavorable) 2025 2024 2023 2025 2024 (in millions) Investment income $ 325 $ 327 $ 274 $ (2) $ 53 Gains (losses) on equity investments, net (88) (29) (61) (59) 32 Interest expense (722) (646) (575) (76) (71) Other income (expense), net 1 166 20 (7) 146 27 Total other income (expense) (319) (328) (369) 9 41 (Gains) losses on equity investments, net 2 88 29 61 59 (32) Adjusted total other income (expense) 2 $ (232) $ (300) $ (308) $ 68 $ 9 Note: Table may not sum due to rounding. 1 Other income (expense), net increased in 2025 versus the prior year, primarily driven by approximately $135 million recognized related to government grants. 2 See “Non-GAAP Financial Information” for further information on our non-GAAP adjustments and the reconciliation to GAAP reported amounts.
Adjusted operating expenses increased 11%, on both an as-adjusted and currency-neutral basis, versus the prior year.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Operating Expenses Operating expenses increased 10% in 2025 versus the prior year. Adjusted operating expenses increased 14%, on both an as-adjusted and currency-neutral basis, versus the prior year.
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.
Provision for Litigation In 2025, we recorded charges of $504 million, primarily as a result of a change in estimate related to the claims of merchants who opted out of the U.S. merchant class litigation, a legal provision associated with the U.S. liability shift litigation and a legal provision associated with the ATM non-discrimination rule surcharge complaints.
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 investing activities decreased $2.0 billion in 2025 versus the prior year, primarily due to less cash paid for business acquisitions and lower purchases of investment securities, partially offset by lower proceeds from maturities and sales of investment securities.
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.
The net proceeds from the issuance of the 2025 USD Notes, after deducting the original issue discount, underwriting discount and offering expenses, were $1.242 billion. In March 2025, $750 million of principal related to the 2019 USD Notes matured and was paid.
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.
See “Non-GAAP Financial Information - Currency-neutral Growth Rates” for further information on our currency impact non-GAAP adjustment. No individual country, other than the United States, g enerated more than 10% of net revenue in any such period. A significant portion of our net revenue is concentrated among our five largest customers.
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.
In 2025, the net revenue from these customers was approximately $6.9 billion, or 21%, of total net revenue. The loss of any of these customers or their significant card programs could adversely impact our revenue. MASTERCARD 2025 FORM 10-K 56 PART II ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Financial Results Net Revenue The components of net revenue were as follows: For the Years Ended December 31, Increase (Decrease) 2024 2023 2022 2024 2023 ($ 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.
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) 2025 2024 2023 2025 2024 ($ in millions) Payment network $ 19,476 $ 17,335 $ 15,824 12% 10% Value-added services and solutions 13,315 10,832 9,274 23% 17% Total net revenue $ 32,791 $ 28,167 $ 25,098 16% 12% Net revenue increased 16%, or 15% on a currency-neutral basis, in 2025 versus the prior year, which included a 1 percentage point increase from acquisitions completed in 2024 (“Acquisitions”).
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.
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. The following tables provide a summary of the growth trends in our key drivers.
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.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS health of the financial institutions in a country or region. See Note 20 (Settlement and Other Risk Management) to the consolidated financial statements in Part II, Item 8 for a description of these guarantees.
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.
The remaining increase was primarily due to an increase in spending on sponsorships and marketing campaigns. Depreciation and Amortization Depreciation and amortization expenses increased 27%, or 26% on a currency-neutral basis, in 2025 versus the prior year, which included a 13 percentage point increase from Acquisitions.
Removed
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.
Added
MASTERCARD 2025 FORM 10-K 52 PART II ITEM 7.
Removed
The impact of the transactional currency represents the effect of converting revenue and expense transactions occurring in a currency other than the functional currency.
Added
Net revenue from our value-added services and solutions increased 23%, or 21% on a currency-neutral basis, in 2025 versus the prior year, which included a 3 percentage point increase from Acquisitions.
Removed
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.
Added
This increase was partially offset by a 2 percentage point decrease related to various new multi-year government grants that we received in 2025 with respect to investments in select jurisdictions. 57 MASTERCARD 2025 FORM 10-K PART II ITEM 7.
Removed
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.
Added
The remaining increase was primarily due to higher capitalized software amortization, which is in line with the increase in capitalized software driven by the continued growth of our business.
Removed
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.
Added
Both the as-reported and as-adjusted effective income tax rates were higher versus 2024, primarily due to a change in the net tax effect of our Singapore operations, which includes the Pillar 2 Rules that took effect in 2025.
Removed
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.
Added
Additionally, a change in our geographic mix of earnings contributed to the higher effective income tax rates, partially offset by net discrete tax benefits. See Note 18 (Income Taxes) to the consolidated financial statements included in Part II, Item 8 for further discussion. In July 2025, the U.S. enacted the One Big Beautiful Bill Act (OBBBA).
Removed
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.
Added
While we continue to analyze the impacts of the OBBBA, at this time it is not expected to have a material impact on our financial statements.
Removed
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%.
Added
Debt and Credit Availability In February 2025, we issued $300 million principal amount of Floating Rate Notes due March 2028, $450 million principal amount of 4.550% notes due March 2028 and $500 million principal amount of 4.950% notes due March 2032 (collectively, the “2025 USD Notes”).
Removed
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.
Added
Our total debt outstanding at December 31, 2025 was $19.0 billion, with the earliest maturity of $750 million of principal occurring in November 2026.
Removed
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”.
Removed
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.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

114 edited+13 added−27 removed126 unchanged
Biggest changeFINANCIAL 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 $ — $ — $ 5,061 $ (42,588) $ 45,648 $ (809) $ 7,312 $ 71 $ 7,383 Net income — — — — 9,930 — 9,930 — 9,930 Activity related to non-controlling interests — — — — — — — (13) (13) Redeemable non-controlling interest adjustments — — — — (3) — (3) — (3) Other comprehensive income (loss) — — — — — (444) (444) — (444) Dividends — — — — (1,968) — (1,968) — (1,968) Purchases of treasury stock — — — (8,773) — — (8,773) — (8,773) Share-based payments — — 237 7 — — 244 — 244 Balance at December 31, 2022 — — 5,298 (51,354) 53,607 (1,253) 6,298 58 6,356 Net income — — — — 11,195 — 11,195 — 11,195 Activity related to non-controlling interests — — — — — — — (12) (12) Redeemable non-controlling interest adjustments — — — — (7) — (7) — (7) Other comprehensive income (loss) — — — — — 154 154 — 154 Dividends — — — — (2,231) — (2,231) — (2,231) Purchases of treasury stock — — — (9,088) — — (9,088) — (9,088) Share-based payments — — 595 13 — — 608 — 608 Balance at December 31, 2023 — — 5,893 (60,429) 62,564 (1,099) 6,929 46 6,975 MASTERCARD 2024 FORM 10-K 68 PART II ITEM 8.
Biggest changeFINANCIAL 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, 2024 — — 6,442 (71,431) 72,907 (1,433) 6,485 30 6,515 Net income — — — — 14,968 — 14,968 14,968 Activity related to non-controlling interests — — — — — — — (21) (21) Other comprehensive income (loss) — — — — — 452 452 — 452 Dividends — — — — (2,840) — (2,840) — (2,840) Purchases of treasury stock — — — (11,837) — — (11,837) — (11,837) Share-based payments — — 465 44 — — 509 — 509 Balance at December 31, 2025 $ — $ — $ 6,907 $ (83,224) $ 85,035 $ (981) $ 7,737 $ 9 $ 7,746 The accompanying notes are an integral part of these consolidated financial statements.
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.
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.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Overfunded plans, if any, are aggregated and recorded in other assets, while underfunded plans are aggregated and recorded as accrued expenses and other liabilities on the consolidated balance sheets.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Overfunded plans, if any, are aggregated and recorded in other assets, while underfunded plans, if any, are aggregated and recorded as accrued expenses and other liabilities on the consolidated balance sheets.
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”).
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, 2025 and 2024, 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, 2025, including the related notes (collectively referred to as the “consolidated financial statements”).
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.
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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.
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).
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, 2025. 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).
At December 31, 2024 and 2023, there were no significant VIEs that required consolidation and the investments were not considered material to the consolidated financial statements. The Company consolidates acquisitions as of the date the Company has obtained a controlling financial interest. Intercompany transactions and balances have been eliminated in consolidation.
At December 31, 2025 and 2024, there were no significant VIEs that required consolidation and the investments were not considered material to the consolidated financial statements. The Company consolidates acquisitions as of the date the Company has obtained a controlling financial interest. Intercompany transactions and balances have been eliminated in consolidation.
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.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 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 net assets acquired primarily relate to intangible assets, including goodwill of $1.7 billion that is primarily attributable to the synergies expected to arise after the acquisition date. None of the goodwill is expected to be deductible for local tax purposes. In 2023, the Company did not complete any material business acquisitions.
The net assets acquired primarily related to intangible assets, including goodwill of $1.7 billion that is primarily attributable to the synergies expected to arise after the acquisition date. None of the goodwill is expected to be deductible for local tax purposes. In 2023, the Company did not complete any material business acquisitions.
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.
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, 2025 and 2024. We are also exposed to interest rate risk related to our fixed-rate debt.
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.
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 2025, 2024 and 2023 were not material.
Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. These financial statements were prepared using information reasonably available as of December 31, 2024 and through the date of this Report.
Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. These financial statements were prepared using information reasonably available as of December 31, 2025 and through the date of this Report.
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.
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, 2025 and 2024, respectively.
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 currency and interest rate exposures are managed through our risk management activities, which are discussed further in Note 21 (Derivative and Hedging Instruments) to the consolidated financial statements included in Part II, Item 8.
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).
We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
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.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
For 2024, 2023 and 2022, net income/(losses) attributable to non-controlling interests were not material and, as a result, amounts are included on the consolidated statements of operations within other income (expense).
For 2025, 2024 and 2023, net income/(losses) attributable to non-controlling interests were not material and, as a result, amounts are included on the consolidated statements of operations within other income (expense).
Pension, Postretirement and Savings Plans The Company and certain of its subsidiaries maintain various pension and other postretirement plans that cover substantially all employees worldwide. Defined Contribution Plans The Company sponsors defined contribution retirement plans.
Note 12. Pension, Postretirement and Savings Plans The Company and certain of its subsidiaries maintain various pension and other postretirement plans that cover substantially all employees worldwide. Defined Contribution Plans The Company sponsors defined contribution retirement plans.
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. MASTERCARD 2024 FORM 10-K 80 PART II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 4.
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. 83 MASTERCARD 2025 FORM 10-K PART II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 4.
The Company’s total expense for its defined contribution plans was $287 million, $253 million and $204 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.
The Company’s total expense for its defined contribution plans was $302 million, $287 million and $253 million in 2025, 2024 and 2023, 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.
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.
A hypothetical 10% adverse change in the value of the functional currencies could result in a fair value loss of approximately $405 million and $475 million on our foreign exchange derivative contracts outstanding at December 31, 2025 and 2024, respectively, before considering the offsetting effect of the underlying hedged activity.
The Company defers the recognition of revenue when consideration has been received prior to the satisfaction of performance obligations. As these performance obligations are satisfied, revenue is subsequently recognized. Deferred revenue primarily relates to certain value-added services and solutions. Deferred revenue is included in other current liabilities and other liabilities on the consolidated balance sheets.
Contract assets are included in prepaid expenses and other current assets and other assets on the consolidated balance sheets. The Company defers the recognition of revenue when consideration has been received prior to the satisfaction of performance obligations. As these performance obligations are satisfied, revenue is subsequently recognized. Deferred revenue primarily relates to certain value-added services and solutions.
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 $523 million, $457 million and $414 million in 2024, 2023 and 2022, respectively.
Based on the qualitative assessment performed in 2025, it was determined that the Company’s indefinite-lived intangible assets were not impaired. Amortization on the finite-lived intangible assets above amounted to $760 million, $523 million and $457 million in 2025, 2024 and 2023, respectively.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Revenue from the Company’s payment network is primarily generated by charging fees to customers (issuers, acquirers and other market participants) for providing switching and other network-related services, as well as by charging fees to customers based primarily on the gross dollar volume of activity (GDV, which includes both domestic and cross-border volume) on the cards that carry the Company’s brands.
Revenue from the Company’s payment network is primarily generated by charging fees to customers (issuers, acquirers and other market participants) for providing switching and other network-related services, as well as by charging fees to customers based primarily on the gross dollar volume of activity (GDV, which includes both domestic and cross-border volume) on the cards that carry the Company’s brands.
The funded status is measured as the difference between the fair value of plan assets and the projected benefit obligation at December 31, the measurement date. MASTERCARD 2024 FORM 10-K 76 PART II ITEM 8.
The funded status is measured as the difference between the fair value of plan assets and the projected benefit obligation at December 31, the measurement date. 79 MASTERCARD 2025 FORM 10-K PART II ITEM 8.
The method of assessing hedge effectiveness and measuring hedge results is formally documented at hedge inception and assessed at least quarterly throughout the designated hedge period. 75 MASTERCARD 2024 FORM 10-K PART II ITEM 8.
The method of assessing hedge effectiveness and measuring hedge results is formally documented at hedge inception and assessed at least quarterly throughout the designated hedge period. MASTERCARD 2025 FORM 10-K 78 PART II ITEM 8.
As of December 31, 2024 and 2023, the weighted-average remaining lease term of operating leases was 8.0 years and 8.2 years and the weighted-average discount rate for operating leases was 3.5% and 3.3%, respectively.
As of December 31, 2025 and 2024, the weighted-average remaining lease term of operating leases was 7.2 and 8.0 years, respectively, and the weighted-average discount rate for operating leases was 3.6% and 3.5% , respectively.
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.
The increase in the gross carrying amount of finite-lived intangible assets in 2025 was primarily related to 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.
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/ PricewaterhouseCoopers LLP New York, New York February 12, 2025 We have served as the Company’s auditor since 1989.
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/ PricewaterhouseCoopers LLP New York, New York February 11, 2026 We have served as the Company’s auditor since 1989. 67 MASTERCARD 2025 FORM 10-K PART II ITEM 8.
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.
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 $32.8 billion for the year ended December 31, 2025.
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 238) 63 Consolidated Statement s of Operations 65 Consolidated Statement s of Comprehensive Income 66 Consolidated Balance Sheet s 67 Consolidated Statement s of Changes in Equity 68 Consolidated Statement s of Cash Flows 70 Notes to consolidated financial statements 71 61 MASTERCARD 2024 FORM 10-K PART II ITEM 8.
Financial statements and supplementary data Mastercard Incorporated Index to consolidated financial statements Page As of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 Management’s report on internal control over financial reporting 65 Report of independent registered public accounting firm (PCAOB ID 238) 66 Consolidated Statements of Operations 68 Consolidated Statements of Comprehensive Income 69 Consolidated Balance Sheet s 70 Consolidated Statements of Changes in Equity 71 Consolidated Statements of Cash Flows 73 Notes to consolidated financial statements 74 MASTERCARD 2025 FORM 10-K 64 PART II ITEM 8.
Investments Investments on the consolidated balance sheets consisted of the following at December 31: 2024 2023 (in millions) Available-for-sale securities $ 292 $ 286 Held-to-maturity securities 1 38 306 Total investments $ 330 $ 592 1 Held-to-maturity securities represent investments in time deposits that mature within one year. The cost of these securities approximates fair value.
Investments Investments on the consolidated balance sheets consisted of the following at December 31: 2025 2024 (in millions) Available-for-sale securities $ 319 $ 292 Held-to-maturity securities 1 13 38 Total investments $ 332 $ 330 1 Held-to-maturity securities represent investments in time deposits that mature within one year. The cost of these securities approximates fair value.
As of December 31, 2024 and 2023, the amount recognized in accumulated other comprehensive income (loss), before tax, for the Pension Plans was $(14) million, and $(35) million, respectively. MASTERCARD 2024 FORM 10-K 88 PART II
As of December 31, 2025 and 2024, the amount recognized in accumulated other comprehensive income (loss), before tax, for the Pension Plans was $(15) million, and $(14) million, respectively. MASTERCARD 2025 FORM 10-K 90 PART II
Earnings Per Share The components of basic and diluted EPS for common shares for each of the years ended December 31 were as follows: 2024 2023 2022 (in millions, except per share data) Numerator Net income $ 12,874 $ 11,195 $ 9,930 Denominator Basic weighted-average shares outstanding 925 944 968 Dilutive stock options and stock units 2 2 3 Diluted weighted-average shares outstanding 1 927 946 971 Earnings per Share Basic $ 13.91 $ 11.86 $ 10.26 Diluted $ 13.89 $ 11.83 $ 10.22 Note: Table may not sum due to rounding. 1 For the years presented, the calculation of diluted EPS excluded a minimal amount of anti-dilutive share-based payment awards.
Earnings Per Share The components of basic and diluted EPS for common shares for each of the years ended December 31 were as follows: 2025 2024 2023 (in millions, except per share data) Numerator Net income $ 14,968 $ 12,874 $ 11,195 Denominator Basic weighted-average shares outstanding 905 925 944 Dilutive stock options and stock units 1 2 2 Diluted weighted-average shares outstanding 1 906 927 946 Earnings per Share Basic $ 16.54 $ 13.91 $ 11.86 Diluted $ 16.52 $ 13.89 $ 11.83 Note: Table may not sum due to rounding. 1 For the years presented, the calculation of diluted EPS excluded a minimal amount of anti-dilutive share-based payment awards.
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.
We believe that our audits provide a reasonable basis for our opinions. 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.
MASTERCARD 2024 FORM 10-K 66 PART II ITEM 8.
MASTERCARD 2025 FORM 10-K 66 PART II ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 10.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 13.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 9.
Operating lease ROU assets and operating lease liabilities are recorded on the consolidated balance sheets as follows at December 31: 2024 2023 (in millions) Balance sheet location Property, equipment and right-of-use assets, net $ 681 $ 686 Other current liabilities 133 142 Other liabilities 627 633 Operating lease amortization expense was $145 million, $141 million and $137 million for 2024, 2023 and 2022, respectively.
Operating lease ROU assets and operating lease liabilities are recorded on the consolidated balance sheets as follows at December 31: 2025 2024 (in millions) Balance sheet location Property, equipment and right-of-use assets, net $ 750 $ 681 Other current liabilities 157 133 Other liabilities 676 627 Operating lease amortization expense was $161 million, $145 million and $141 million for 2025, 2024 and 2023, respectively.
The following table sets forth the components of the Pension Plans recognized on the Company’s consolidated balance sheets at December 31: 2024 2023 (in millions) Fair value of plan assets $ 454 $ 449 Projected benefit obligation 410 420 Accumulated benefit obligation 408 419 Funded Status 44 29 As of December 31, 2024 and 2023, the amount recognized in accumulated other comprehensive income (loss), before tax, for the Postretirement Plan was $10 million and $8 million, respectively.
The following table sets forth the components of the Pension Plans recognized on the Company’s consolidated balance sheets at December 31: 2025 2024 (in millions) Fair value of plan assets $ 499 $ 454 Projected benefit obligation 452 410 Accumulated benefit obligation 450 408 Funded Status 47 44 As of December 31, 2025 and 2024, the amount recognized in accumulated other comprehensive income (loss), before tax, for the Postretirement Plan was $3 million and $10 million, respectively.
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.
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.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company’s disaggregated net revenue by category and geographic region were as follows for the years ended December 31: 2024 2023 2022 (in millions) Net revenue by category: Payment network $ 17,335 $ 15,824 $ 14,358 Value-added services and solutions 10,832 9,274 7,879 Net revenue $ 28,167 $ 25,098 $ 22,237 Net revenue by geographic region: Americas 1 $ 12,375 $ 11,135 $ 10,156 Asia Pacific, Europe, Middle East and Africa 15,792 13,963 12,081 Net revenue $ 28,167 $ 25,098 $ 22,237 1 Americas includes the United States, Canada and Latin America.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company’s disaggregated net revenue by category and geographic region were as follows for the years ended December 31: 2025 2024 2023 (in millions) Net revenue by category: Payment network $ 19,476 $ 17,335 $ 15,824 Value-added services and solutions 13,315 10,832 9,274 Net revenue $ 32,791 $ 28,167 $ 25,098 Net revenue by geographic region: Americas 1 $ 14,044 $ 12,375 $ 11,135 Asia Pacific, Europe, Middle East and Africa 18,747 15,792 13,963 Net revenue $ 32,791 $ 28,167 $ 25,098 1 Americas includes the United States, Canada and Latin America.
Disaggregation of Income Statement Expenses - In November 2024, the FASB issued accounting guidance to improve the disclosures of a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions.
Accounting Pronouncements Not Yet Adopted Disaggregation of Income Statement Expenses - In November 2024, the Financial Accounting Standards Board (“FASB”) issued accounting guidance to improve the disclosures of a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions.
Summary of Significant Accounting Policies Organization Mastercard Incorporated and its consolidated subsidiaries, including Mastercard International Incorporated (“Mastercard International” and together with Mastercard Incorporated, “Mastercard” or the “Company”), is a technology company in the global payments industry.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Notes to consolidated financial statements Note 1. Summary of Significant Accounting Policies Organization Mastercard Incorporated and its consolidated subsidiaries, including Mastercard International Incorporated (“Mastercard International” and together with Mastercard Incorporated, “Mastercard” or the “Company”), is a technology company in the global payments industry.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 8. Fair Value Measurements The Company’s financial instruments are carried at fair value, cost or amortized cost on the consolidated balance sheets. The Company classifies its fair value measurements of financial instruments into a three-level hierarchy (the “Valuation Hierarchy”).
Fair Value Measurements The Company’s financial instruments are carried at fair value, cost or amortized cost on the consolidated balance sheets. The Company classifies its fair value measurements of financial instruments into a three-level hierarchy (the “Valuation Hierarchy”).
The accounting estimates used in the preparation of the Company’s consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Actual results may differ from these estimates.
The accounting estimates used in the preparation of the Company’s consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Actual results may differ from these estimates. MASTERCARD 2025 FORM 10-K 74 PART II ITEM 8.
Business combinations - The Company accounts for business combinations under the acquisition method of accounting. The Company measures the tangible and intangible identifiable assets acquired, liabilities assumed, any non-controlling interest in the acquiree and contingent consideration at fair value as of the acquisition date.
Deferred revenue is included in other current liabilities and other liabilities on the consolidated balance sheets. Business combinations - The Company accounts for business combinations under the acquisition method of accounting. The Company measures the tangible and intangible identifiable assets acquired, liabilities assumed, any non-controlling interest in the acquiree and contingent consideration at fair value as of the acquisition date.
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 — — 5,893 (60,429) 62,564 (1,099) 6,929 46 6,975 Net income — — — — 12,874 — 12,874 12,874 Activity related to non-controlling interests — — — — — — — (16) (16) Redeemable non-controlling interest adjustments — — — — (5) — (5) (5) Other comprehensive income (loss) — — — — — (334) (334) — (334) Dividends — — — — (2,526) — (2,526) — (2,526) Purchases of treasury stock — — — (11,025) — — (11,025) — (11,025) Share-based payments — — 549 23 — — 572 — 572 Balance at December 31, 2024 $ — $ — $ 6,442 $ (71,431) $ 72,907 $ (1,433) $ 6,485 $ 30 $ 6,515 The accompanying notes are an integral part of these consolidated financial statements. 69 MASTERCARD 2024 FORM 10-K PART II 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, 2022 $ — $ — $ 5,298 $ (51,354) $ 53,607 $ (1,253) $ 6,298 $ 58 $ 6,356 Net income — — — — 11,195 — 11,195 — 11,195 Activity related to non-controlling interests — — — — — — — (12) (12) Redeemable non-controlling interest adjustments — — — — (7) — (7) — (7) Other comprehensive income (loss) — — — — — 154 154 — 154 Dividends — — — — (2,231) — (2,231) — (2,231) Purchases of treasury stock — — — (9,088) — — (9,088) — (9,088) Share-based payments — — 595 13 — — 608 — 608 Balance at December 31, 2023 — — 5,893 (60,429) 62,564 (1,099) 6,929 46 6,975 Net income — — — — 12,874 — 12,874 — 12,874 Activity related to non-controlling interests — — — — — — — (16) (16) Redeemable non-controlling interest adjustments — — — — (5) — (5) — (5) Other comprehensive income (loss) — — — — — (334) (334) — (334) Dividends — — — — (2,526) — (2,526) — (2,526) Purchases of treasury stock — — — (11,025) — — (11,025) — (11,025) Share-based payments — — 549 23 — — 572 — 572 Balance at December 31, 2024 — — 6,442 (71,431) 72,907 (1,433) 6,485 30 6,515 71 MASTERCARD 2025 FORM 10-K PART II ITEM 8.
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.
These instruments include cash and cash equivalents, restricted cash and restricted cash equivalents, restricted security deposits held for customers, time deposits, accounts receivable, settlement assets, accounts payable, settlement obligations and other accrued liabilities. Note 7.
At December 31, 2024, the estimated aggregate consideration allocated to unsatisfied performance obligations for these services and solutions is $1.4 billion, which is expected to be recognized through 2029.
At December 31, 2025, the estimated aggregate consideration allocated to unsatisfied performance obligations for these services and solutions is $2.0 billion, which is expected to be recognized through 2030.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS operations while the non-credit related loss remains in accumulated other comprehensive income (loss) until realized from a sale or subsequent impairment. • Held-to-maturity securities: ◦ Time deposits - The Company classifies time deposits with original maturities greater than three months as held-to-maturity.
The credit loss component of the impairment is recognized as an allowance and recorded in other income (expense), net on the consolidated statements of operations while the non-credit related loss remains in accumulated other comprehensive income (loss) until realized from a sale or subsequent impairment. • Held-to-maturity securities: ◦ Time deposits - The Company classifies time deposits with original maturities greater than three months as held-to-maturity.
The useful lives of the Company’s assets are as follows: Asset Category Estimated Useful Life Buildings 30 years Building equipment 10 - 15 years Equipment and furniture and fixtures 3 - 5 years Leasehold improvements Shorter of life of improvement or lease term Right-of-use assets Shorter of life of the asset or lease term The following table summarizes the maturity of the Company’s operating lease liabilities at December 31, 2024 based on lease term: (in millions) 2025 $ 161 2026 139 2027 105 2028 87 2029 69 Thereafter 328 Total operating lease payments 889 Less: Interest (129) Present value of operating lease liabilities $ 760 MASTERCARD 2024 FORM 10-K 86 PART II ITEM 8.
The useful lives of the Company’s assets are as follows: Asset Category Estimated Useful Life Buildings 30 years Building equipment 10 - 15 years Equipment and furniture and fixtures 2 - 6 years Leasehold improvements Shorter of life of improvement or lease term Right-of-use assets Shorter of life of the asset or lease term The following table summarizes the maturity of the Company’s operating lease liabilities at December 31, 2025 based on lease term: (in millions) 2026 $ 187 2027 151 2028 126 2029 101 2030 87 Thereafter 306 Total operating lease payments 958 Less: Interest (125) Present value of operating lease liabilities $ 833 MASTERCARD 2025 FORM 10-K 88 PART II ITEM 8.
Mastercard is not a financial institution. The Company does not issue cards, extend credit, determine or receive revenue from interest rates or other fees charged to account holders by issuers, or establish the rates charged by acquirers in connection with merchants’ acceptance of the Company’s products.
The Company does not issue cards, extend credit, determine or receive revenue from interest rates or other fees charged to account holders by issuers, nor does the Company establish the rates charged by acquirers in connection with merchants’ acceptance of the Company’s products. In most cases, account holder relationships belong to, and are managed by, the Company’s financial institution customers.
The Company’s strategic investments in equity securities of publicly traded and privately held companies are classified within other assets on the consolidated balance sheets (see Equity Investments section below).
Note 5. Investments The Company’s investments on the consolidated balance sheets include both available-for-sale and held-to-maturity debt securities (see Investments section below). The Company’s strategic investments in equity securities of publicly traded and privately held companies are classified within other assets on the consolidated balance sheets (see Equity Investments section below).
Certain prior period amounts have been reclassified to conform to the 2024 presentation. The reclassification had no impact on previously reported net revenue, operating income or net income. The Company follows accounting principles generally accepted in the United States of America (“GAAP”).
Certain prior period amounts within the consolidated statements of cash flows have been reclassified to conform to the 2025 presentation. The reclassification had no impact on previously reported net cash flows from operating, investing or financing activities. The Company follows accounting principles generally accepted in the United States of America (“GAAP”).
Capitalized customer incentives are included in prepaid expenses and other current assets and other assets on the consolidated balance sheets. Variable rebates and incentives are recorded primarily when volume- and transaction-based revenues are recognized over the contractual term.
Variable rebates and incentives are recorded primarily when volume- and transaction-based revenues are recognized over the contractual term and are calculated based upon estimated customer performance, such as volume thresholds, and the terms of the related business agreements. Capitalized customer incentives are included in prepaid expenses and other current assets and other assets on the consolidated balance sheets.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2024 2023 2022 (in millions) Net Income $ 12,874 $ 11,195 $ 9,930 Other comprehensive income (loss): Foreign currency translation adjustments (456) 328 (712) Income tax effect 17 (33) 37 Foreign currency translation adjustments, net of income tax effect (439) 295 (675) Translation adjustments on net investment hedges 147 (165) 353 Income tax effect (33) 37 (78) Translation adjustments on net investment hedges, net of income tax effect 114 (128) 275 Cash flow hedges 161 (41) 1 Income tax effect (12) 10 — Reclassification adjustments for cash flow hedges (178) 35 (10) Income tax effect — (8) 2 Cash flow hedges, net of income tax effect (29) (4) (7) Defined benefit pension and other postretirement plans 23 (18) (45) Income tax effect (4) 5 14 Reclassification adjustments for defined benefit pension and other postretirement plans — (1) (1) Income tax effect — — — Defined benefit pension and other postretirement plans, net of income tax effect 19 (14) (32) Investment securities available-for-sale 1 6 (6) Income tax effect — (1) 1 Investment securities available-for-sale, net of income tax effect 1 5 (5) Other comprehensive income (loss), net of income tax effect (334) 154 (444) Comprehensive Income $ 12,540 $ 11,349 $ 9,486 The accompanying notes are an integral part of these consolidated financial statements.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2025 2024 2023 (in millions) Net Income $ 14,968 $ 12,874 $ 11,195 Other comprehensive income (loss): Foreign currency translation adjustments 596 (456) 328 Income tax effect (72) 17 (33) Foreign currency translation adjustments, net of income tax effect 524 (439) 295 Translation adjustments on net investment hedges (215) 147 (165) Income tax effect 46 (33) 37 Translation adjustments on net investment hedges, net of income tax effect (169) 114 (128) Cash flow hedges (301) 161 (41) Income tax effect 20 (12) 10 Reclassification adjustments for cash flow hedges 395 (178) 35 Income tax effect (11) — (8) Cash flow hedges, net of income tax effect 103 (29) (4) Defined benefit pension and other postretirement plans (8) 23 (18) Income tax effect 2 (4) 5 Reclassification adjustments for defined benefit pension and other postretirement plans — — (1) Income tax effect — — — Defined benefit pension and other postretirement plans, net of income tax effect (6) 19 (14) Investment securities available-for-sale — 1 6 Income tax effect — — (1) Investment securities available-for-sale, net of income tax effect — 1 5 Other comprehensive income (loss), net of income tax effect 452 (334) 154 Comprehensive Income $ 15,420 $ 12,540 $ 11,349 The accompanying notes are an integral part of these consolidated financial statements. 69 MASTERCARD 2025 FORM 10-K PART II ITEM 8.
When there has been a decline in fair value of a debt security below the amortized cost basis, the Company recognizes an impairment if: (1) it has the intent to sell the security; (2) it is more likely than not that it will be required to sell the security before recovery of the amortized cost basis; or (3) it does not expect to recover the entire amortized cost basis of the security.
When there has been a decline in fair value of a debt security below the amortized cost basis, the Company recognizes an impairment if: (1) it has the intent to sell the security; (2) it is more likely than not that it will be required to sell the security before recovery of the amortized cost basis; 77 MASTERCARD 2025 FORM 10-K PART II ITEM 8.
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.
Corporate and asset-backed securities held at December 31, 2025 and 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 for 2025, 2024 and 2023 were not material and are recorded in other comprehensive income (loss).
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.
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.
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 PART II ITEM 8.
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 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.
Property, Equipment and Right-of-Use Assets Property, equipment and right-of-use assets consisted of the following at December 31: 2024 2023 (in millions) Buildings, building equipment and land $ 709 $ 678 Equipment 2,118 1,940 Furniture and fixtures 101 90 Leasehold improvements 436 398 Operating lease right-of-use assets 1,167 1,192 Property, equipment and right-of-use assets 4,531 4,298 Less: Accumulated depreciation and amortization (2,393) (2,237) Property, equipment and right-of-use assets, net $ 2,138 $ 2,061 Depreciation and amortization expense for the above property, equipment and right-of-use assets was $519 million, $482 million and $473 million for 2024, 2023 and 2022, respectively.
Property, Equipment and Right-of-Use Assets Property, equipment and right-of-use assets consisted of the following at December 31: 2025 2024 (in millions) Buildings, building equipment and land $ 744 $ 709 Equipment 2,347 2,118 Furniture and fixtures 105 101 Leasehold improvements 497 436 Operating lease right-of-use assets 1,366 1,167 Property, equipment and right-of-use assets 5,059 4,531 Less: Accumulated depreciation and amortization (2,756) (2,393) Property, equipment and right-of-use assets, net $ 2,303 $ 2,138 Depreciation and amortization expense for the above property, equipment and right-of-use assets was $544 million, $519 million and $482 million for 2025, 2024 and 2023, respectively.
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 $ 28,167 $ 25,098 $ 22,237 Operating Expenses: General and administrative 10,193 8,927 8,078 Advertising and marketing 815 825 789 Depreciation and amortization 897 799 750 Provision for litigation 680 539 356 Total operating expenses 12,585 11,090 9,973 Operating income 15,582 14,008 12,264 Other Income (Expense): Investment income 327 274 61 Gains (losses) on equity investments, net (29) (61) (145) Interest expense (646) (575) (471) Other income (expense), net 20 (7) 23 Total other income (expense) (328) (369) (532) Income before income taxes 15,254 13,639 11,732 Income tax expense 2,380 2,444 1,802 Net Income $ 12,874 $ 11,195 $ 9,930 Basic Earnings per Share $ 13.91 $ 11.86 $ 10.26 Basic weighted-average shares outstanding 925 944 968 Diluted Earnings per Share $ 13.89 $ 11.83 $ 10.22 Diluted weighted-average shares outstanding 927 946 971 The accompanying notes are an integral part of these consolidated financial statements. 65 MASTERCARD 2024 FORM 10-K PART II ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Consolidated Statements of Operations For the Years Ended December 31, 2025 2024 2023 (in millions, except per share data) Net Revenue $ 32,791 $ 28,167 $ 25,098 Operating Expenses: General and administrative 11,318 10,193 8,927 Advertising and marketing 929 815 825 Depreciation and amortization 1,143 897 799 Provision for litigation 504 680 539 Total operating expenses 13,894 12,585 11,090 Operating income 18,897 15,582 14,008 Other Income (Expense): Investment income 325 327 274 Gains (losses) on equity investments, net (88) (29) (61) Interest expense (722) (646) (575) Other income (expense), net 166 20 (7) Total other income (expense) (319) (328) (369) Income before income taxes 18,578 15,254 13,639 Income tax expense 3,610 2,380 2,444 Net Income $ 14,968 $ 12,874 $ 11,195 Basic Earnings per Share $ 16.54 $ 13.91 $ 11.86 Basic weighted-average shares outstanding 905 925 944 Diluted Earnings per Share $ 16.52 $ 13.89 $ 11.83 Diluted weighted-average shares outstanding 906 927 946 The accompanying notes are an integral part of these consolidated financial statements.
The Company’s capabilities strengthen, reinforce and complement each other and are fundamentally interdependent. For the global payments network, Mastercard’s franchise model sets the standards and ground-rules that balance value and risk across all stakeholders and allows for interoperability among them. The Company employs a multi-layered approach to help protect the global payments ecosystem in which it operates.
For the global payments network, Mastercard’s franchise model sets the standards and ground-rules that balance value and risk across (and allows for interoperability among) all stakeholders. The Company employs a multi-layered approach to help protect the global payments ecosystem in which it operates. Mastercard is not a financial institution.
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 $ 12,874 $ 11,195 $ 9,930 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of customer incentives 1,830 1,622 1,586 Depreciation and amortization 897 799 750 (Gains) losses on equity investments, net 29 61 145 Share-based compensation 526 460 295 Deferred income taxes (527) (236) (651) Other 191 22 44 Changes in operating assets and liabilities: Accounts receivable 186 (546) (481) Income taxes receivable (165) (171) 12 Settlement assets (593) 40 48 Prepaid expenses (3,225) (2,438) (2,175) Accrued litigation and legal settlements 205 (375) 240 Restricted security deposits held for customers 29 277 (305) Accounts payable 75 (99) 190 Settlement obligations 922 282 201 Accrued expenses 1,587 571 1,188 Long-term taxes payable (163) (129) (121) Net change in other assets and liabilities 102 645 299 Net cash provided by operating activities 14,780 11,980 11,195 Investing Activities Purchases of investment securities available-for-sale (508) (300) (267) Purchases of investments held-to-maturity (108) (347) (239) Proceeds from sales of investment securities available-for-sale 199 87 54 Proceeds from maturities of investment securities available-for-sale 262 191 211 Proceeds from maturities of investments held-to-maturity 378 157 265 Purchases of property and equipment (474) (371) (442) Capitalized software (720) (717) (655) Purchases of equity investments (42) (89) (88) Proceeds from sales of equity investments 125 44 7 Acquisition of businesses, net of cash acquired (2,511) — (313) Other investing activities (3) (6) (3) Net cash used in investing activities (3,402) (1,351) (1,470) Financing Activities Purchases of treasury stock (11,035) (9,032) (8,753) Dividends paid (2,448) (2,158) (1,903) Proceeds from debt, net 3,960 1,554 1,123 Payment of debt (1,336) — (724) Tax withholdings related to share-based payments (178) (89) (141) Cash proceeds from employee stock plans 224 237 90 Other financing activities (23) — (20) Net cash used in financing activities (10,836) (9,488) (10,328) Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents (199) 128 (103) Net (decrease) increase in cash, cash equivalents, restricted cash and restricted cash equivalents 343 1,269 (706) Cash, cash equivalents, restricted cash and restricted cash equivalents - beginning of period 10,465 9,196 9,902 Cash, cash equivalents, restricted cash and restricted cash equivalents - end of period $ 10,808 $ 10,465 $ 9,196 The accompanying notes are an integral part of these consolidated financial statements.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Consolidated Statements of Cash Flows For the Years Ended December 31, 2025 2024 2023 (in millions) Operating Activities Net income $ 14,968 $ 12,874 $ 11,195 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of customer incentives 2,098 1,830 1,622 Depreciation and amortization 1,143 897 799 (Gains) losses on equity investments, net 88 29 61 Share-based compensation 597 526 460 Deferred income taxes 57 (527) (236) Other 139 191 22 Changes in operating assets and liabilities: Accounts receivable (642) 186 (546) Income taxes receivable (91) (165) (171) Settlement assets 202 (593) 40 Prepaid expenses (3,388) (3,225) (2,438) Accrued litigation and legal settlements (142) 205 (375) Restricted security deposits held for customers 247 29 277 Accounts payable 45 75 (99) Settlement obligations 89 922 282 Accrued expenses 1,836 1,587 571 Long-term taxes payable (185) (163) (129) Net change in other assets and liabilities 587 102 645 Net cash provided by operating activities 17,648 14,780 11,980 Investing Activities Purchases of investment securities available-for-sale (501) (508) (300) Purchases of investments held-to-maturity (28) (108) (347) Proceeds from sales of investment securities available-for-sale 254 199 87 Proceeds from maturities of investment securities available-for-sale 232 262 191 Proceeds from maturities of investments held-to-maturity 52 378 157 Purchases of property and equipment (489) (474) (371) Capitalized software (726) (720) (717) Purchases of equity investments (339) (42) (89) Proceeds from sales of equity investments 181 125 44 Acquisition of businesses, net of cash acquired — (2,511) — Other investing activities 2 (3) (6) Net cash used in investing activities (1,362) (3,402) (1,351) Financing Activities Purchases of treasury stock (11,727) (10,954) (9,032) Dividends paid (2,756) (2,448) (2,158) Proceeds from debt, net 1,242 3,960 1,554 Payment of debt (750) (1,336) — Tax withholdings related to share-based payments (291) (178) (89) Cash proceeds from employee stock plans 203 224 237 Other financing activities (100) (104) — Net cash used in financing activities (14,179) (10,836) (9,488) Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents 333 (199) 128 Net increase in cash, cash equivalents, restricted cash and restricted cash equivalents 2,440 343 1,269 Cash, cash equivalents, restricted cash and restricted cash equivalents - beginning of period 10,808 10,465 9,196 Cash, cash equivalents, restricted cash and restricted cash equivalents - end of period $ 13,248 $ 10,808 $ 10,465 The accompanying notes are an integral part of these consolidated financial statements. 73 MASTERCARD 2025 FORM 10-K PART II ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS management’s judgment using internal and external data, these fair value determinations are classified in Level 3 of the Valuation Hierarchy (as defined in Fair value subsection below).
As the assumptions employed to measure these assets are based on management’s judgment using internal and external data, these fair value determinations are classified in Level 3 of the Valuation Hierarchy (as defined in Fair value subsection below).
The following table sets forth the components of the Company’s Nonmarketable securities at December 31: 2024 2023 (in millions) Measurement alternative $ 1,140 $ 1,008 Equity method 230 215 Total Nonmarketable securities $ 1,370 $ 1,223 The following table summarizes the total carrying value of the Company’s Measurement alternative investments, including cumulative unrealized gains and losses through December 31: 2024 (in millions) Initial cost basis $ 693 Cumulative adjustments 1 : Upward adjustments 645 Downward adjustments (including impairment) (198) Carrying amount, end of period $ 1,140 1 Includes immaterial translational impact of currency.
The following table sets forth the components of the Company’s Nonmarketable securities at December 31: 2025 2024 (in millions) Measurement alternative $ 1,242 $ 1,140 Equity method 260 230 Total Nonmarketable securities $ 1,502 $ 1,370 The following table summarizes the total carrying value of the Company’s Measurement alternative investments, including cumulative unrealized gains and losses through December 31: 2025 (in millions) Initial cost basis $ 932 Cumulative adjustments 1 : Upward adjustments 522 Downward adjustments (including impairment) (212) Carrying amount, end of period $ 1,242 1 Includes immaterial translational impact of currency. 85 MASTERCARD 2025 FORM 10-K PART II ITEM 8.
In most cases, account holder relationships belong to, and are managed by, the Company’s financial institution customers. Significant Accounting Policies Consolidation and basis of presentation - The consolidated financial statements include the accounts of Mastercard and its majority-owned and controlled entities, including any variable interest entities (“VIEs”) for which the Company is the primary beneficiary.
Significant Accounting Policies Consolidation and basis of presentation - The consolidated financial statements include the accounts of Mastercard and its majority-owned and controlled entities, including any variable interest entities (“VIEs”) for which the Company is the primary beneficiary.
The following table is a summary of the activity related to the Company’s equity investments: Balance at December 31, 2023 Purchases Sales Changes in Fair Value 1 Other 2 Balance at December 31, 2024 (in millions) Marketable securities $ 506 $ — $ (104) $ (28) $ (137) $ 237 Nonmarketable securities 1,223 42 (21) (1) 127 1,370 Total equity investments $ 1,729 $ 42 $ (125) $ (29) $ (10) $ 1,607 1 Recorded in gains (losses) on equity investments, net on the consolidated statements of operations. 2 Includes reclasses between Marketable and Nonmarketable securities as well as translational impact of currency.
The following table is a summary of the activity related to the Company’s equity investments: Balance at December 31, 2024 Purchases Sales Changes in Fair Value 1 Other 2 Balance at December 31, 2025 (in millions) Marketable securities $ 237 $ — $ (168) $ (86) $ 220 $ 203 Nonmarketable securities 1,370 339 (13) (2) (192) 1,502 Total equity investments $ 1,607 $ 339 $ (181) $ (88) $ 28 $ 1,705 1 Recorded in gains (losses) on equity investments, net on the consolidated statements of operations. 2 Includes reclasses between Marketable and Nonmarketable securities as well as translational impact of currency.
Treasury stock is included in authorized and issued shares but excluded from outstanding shares. The Company also records an excise tax of 1% on the fair market value of net repurchases of shares of its common stock within treasury stock.
The Company also records an excise tax of 1% on the fair market value of net repurchases of shares of its common stock within treasury stock.
MASTERCARD 2024 FORM 10-K 64 PART II ITEM 8.
MASTERCARD 2025 FORM 10-K 68 PART II ITEM 8.
MASTERCARD 2024 FORM 10-K 78 PART II ITEM 8.
MASTERCARD 2025 FORM 10-K 70 PART II ITEM 8.
Accrued Expenses and Accrued Litigation Accrued expenses consisted of the following at December 31: 2024 2023 (in millions) Customer incentives $ 7,627 $ 6,219 Personnel costs 1,681 1,258 Income and other taxes 454 486 Other 631 554 Total accrued expenses $ 10,393 $ 8,517 As of December 31, 2024 and 2023, long-term customer incentives included in other liabilities were $2,820 million and $2,777 million, respectively.
Accrued Expenses Accrued expenses consisted of the following at December 31: 2025 2024 (in millions) Customer incentives $ 9,958 $ 7,627 Personnel costs 1,716 1,681 Income and other taxes 914 454 Other 684 631 Total accrued expenses $ 13,272 $ 10,393 As of December 31, 2025 and 2024, long-term customer incentives included in other liabilities were $3,041 million and $2,820 million, respectively.
The Company uses various valuation techniques to determine the fair value of its intangible assets, primarily discounted cash flows analysis, relief-from-royalty and multi-period excess earnings. As the assumptions employed to measure these assets are based on MASTERCARD 2024 FORM 10-K 72 PART II ITEM 8.
The 75 MASTERCARD 2025 FORM 10-K PART II ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Company uses various valuation techniques to determine the fair value of its intangible assets, primarily discounted cash flows analysis, relief-from-royalty and multi-period excess earnings.
Diluted EPS is calculated by dividing net income by the weighted-average number of common shares outstanding during the year, adjusted for the potentially dilutive effect of stock options and unvested stock units using the treasury stock method. The Company may be required to calculate EPS using the two-class method as a result of its redeemable non-controlling interests.
Diluted EPS is calculated by dividing net income by the weighted-average number of common shares outstanding during the year, adjusted for the potentially dilutive effect of stock options and unvested stock units using the treasury stock method.
The following table sets forth the location of the amounts recognized on the consolidated balance sheets from contracts with customers at December 31: 2024 2023 (in millions) Receivables from contracts with customers Accounts receivable $ 3,491 $ 3,851 Contract assets Prepaid expenses and other current assets 210 133 Other assets 460 387 Deferred revenue 1, 2 Other current liabilities 890 459 Other liabilities 449 318 1 Revenue recognized from performance obligations satisfied in 2024 was $2.8 billion. 2 During 2024, the increase in deferred revenue is primarily driven by the acquisition of Recorded Future.
The following table sets forth the location of the amounts recognized on the consolidated balance sheets from contracts with customers at December 31: 2025 2024 (in millions) Receivables from contracts with customers Accounts receivable $ 4,010 $ 3,491 Contract assets Prepaid expenses and other current assets 189 210 Other assets 508 460 Deferred revenue 1 Other current liabilities 1,137 890 Other liabilities 424 449 1 Revenue recognized from performance obligations satisfied in 2025 was $3.5 billion.
The following table sets forth the estimated future amortization expense on finite-lived intangible assets on the consolidated balance sheets at December 31, 2024: (in millions) 2025 $ 698 2026 706 2027 641 2028 580 2029 542 Thereafter 2,133 Total $ 5,300 87 MASTERCARD 2024 FORM 10-K PART II ITEM 8.
The following table sets forth the estimated future amortization expense on finite-lived intangible assets on the consolidated balance sheets at December 31, 2025: (in millions) 2026 $ 801 2027 765 2028 692 2029 647 2030 569 Thereafter 1,908 Total $ 5,382 89 MASTERCARD 2025 FORM 10-K PART II ITEM 8.
Recurring Measurements The distribution of the Company’s financial instruments measured at fair value on a recurring basis within the Valuation Hierarchy was as follows: December 31, 2024 December 31, 2023 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total (in millions) Assets Investment securities available-for-sale 1 : Government and agency securities $ 36 $ 44 $ — $ 80 $ 33 $ 53 $ — $ 86 Corporate securities — 188 — 188 — 200 — 200 Asset-backed securities — 24 — 24 — — — — Derivative instruments 2 : Foreign exchange contracts — 206 — 206 — 36 — 36 Marketable securities 3 : Equity securities 237 — — 237 506 — — 506 Deferred compensation plan 4 : Deferred compensation assets 107 — — 107 93 — — 93 Liabilities Derivative instruments 2 : Foreign exchange contracts $ — $ 36 $ — $ 36 $ — $ 104 $ — $ 104 Interest rate contracts — 63 — 63 — 79 — 79 Deferred compensation plan 5 : Deferred compensation liabilities 105 — — 105 91 — — 91 1 The 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.
Recurring Measurements The distribution of the Company’s financial instruments measured at fair value on a recurring basis within the Valuation Hierarchy was as follows: December 31, 2025 December 31, 2024 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total (in millions) Assets Investment securities: Available-for-sale securities 1 $ 20 $ 299 $ — $ 319 $ 36 $ 256 $ — $ 292 Derivative instruments 2 : Foreign exchange contracts — 35 — 35 — 206 — 206 Marketable securities 3 : Equity securities 203 — — 203 237 — — 237 Liabilities Derivative instruments 2 : Foreign exchange contracts $ — $ 160 $ — $ 160 $ — $ 36 $ — $ 36 Interest rate contracts — 27 — 27 — 63 — 63 1 The 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.
Prepaid Expenses and Other Assets Prepaid expenses and other current assets consisted of the following at December 31: 2024 2023 (in millions) Customer incentives $ 1,854 $ 1,570 Other 1,138 1,041 Total prepaid expenses and other current assets $ 2,992 $ 2,611 Other assets consisted of the following at December 31: 2024 2023 (in millions) Customer incentives $ 6,550 $ 5,170 Equity investments 1,607 1,729 Income taxes receivable 1,002 783 Other 800 643 Total other assets $ 9,959 $ 8,325 85 MASTERCARD 2024 FORM 10-K PART II ITEM 8.
Prepaid Expenses and Other Assets Prepaid expenses and other current assets consisted of the following at December 31: 2025 2024 (in millions) Customer incentives $ 2,531 $ 1,854 Other 1,212 1,138 Total prepaid expenses and other current assets $ 3,743 $ 2,992 Other assets consisted of the following at December 31: 2025 2024 (in millions) Customer incentives $ 7,870 $ 6,550 Equity investments 1,705 1,607 Income taxes receivable 1,101 1,002 Other 939 800 Total other assets $ 11,615 $ 9,959 87 MASTERCARD 2025 FORM 10-K PART II ITEM 8.
None of the goodwill is expected to be deductible for local tax purposes. These acquisitions align with the Company’s strategy to grow, diversify and build the Company’s business. Refer to Note 1 (Summary of Significant Accounting Policies) for the valuation techniques Mastercard utilizes to fair value the respective components of business combinations.
These acquisitions align with the Company’s strategy to grow, diversify and build the Company’s business. Refer to Note 1 (Summary of Significant Accounting Policies) for the valuation techniques Mastercard utilizes to fair value the respective components of business combinations. In 2025, the Company finalized the purchase accounting for the businesses acquired in 2024.

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