Mastercard

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024 
Or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number: 001-32877 
Mastercard Incorporated
(Exact name of registrant as specified in its charter)
Delaware
13-4172551
(State or other jurisdiction of
incorporation or organization)
(IRS Employer
Identification Number)
2000 Purchase Street 
Purchase, NY
10577
(Address of principal executive offices)
(Zip Code)
(914) 249-2000 
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange of which registered
Class A Common Stock, par value $0.0001 per share
MA
New York Stock Exchange
2.1% Notes due 2027
MA27
New York Stock Exchange
1.0% Notes due 2029
MA29A
New York Stock Exchange
2.5% Notes due 2030
MA30
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Class B common stock, par value $0.0001 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒
No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐
No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such 
reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒
No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the 
registrant was required to submit such files).
Yes ☒
No ☐
 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an 
emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” 
in Rule 12b-2 of the Exchange Act. (Check One):
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
(do not check if a smaller reporting company)
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new 
or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act.
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal 
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared 
or issued its audit report.
☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the 
filing reflect the correction of an error to previously issued financial statements. 
☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation 
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐
No ☒
The aggregate market value of the registrant’s Class A common stock, par value $0.0001 per share, held by non-affiliates (using the New York Stock Exchange 
closing price as of June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $364.4 billion.  
There is currently no established public trading market for the registrant’s Class B common stock, par value $0.0001 per share.  As of February 7, 2025, there 
were 904,889,521 shares outstanding of the registrant’s Class A common stock, par value $0.0001 per share and 6,818,985 shares outstanding of the registrant’s 
Class B common stock, par value $0.0001 per share.
Portions of the registrant’s definitive proxy statement for the 2025 Annual Meeting of Stockholders are incorporated by reference into Part III hereof.
 

MASTERCARD INCORPORATED FISCAL YEAR 2024 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
6
Item 1.
Business
25
Item 1A.
Risk factors
39
Item 1B.
Unresolved staff comments
39
Item 1C.
Cybersecurity
41
Item 2.
Properties
41
Item 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
46
Item 6.
Reserved
47
Item 7.
Management’s discussion and analysis of financial condition and results of operations
61
Item 7A.
Quantitative and qualitative disclosures about market risk
62
Item 8.
Financial statements and supplementary data
109
Item 9.
Changes in and disagreements with accountants on accounting and financial disclosure
109
Item 9A.
Controls and procedures
110
Item 9B.
Other information
110
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
112
Item 10.
Directors, executive officers and corporate governance
112
Item 11.
Executive compensation
112
Item 12.
Security ownership of certain beneficial owners and management and related 
stockholder matters
112
Item 13.
Certain relationships and related transactions, and director independence
112
Item 14.
Principal accountant fees and services
PART IV
114
Item 15.
Exhibits and financial statement schedules
114
Item 16.
Form 10-K summary
 
MASTERCARD 2024 FORM 10-K     3

In this Report on Form 10-K (“Report”), references to the “Company,” “Mastercard,” “we,” “us” or “our” refer to the business 
conducted by Mastercard Incorporated and its consolidated subsidiaries, including our operating subsidiary, Mastercard International 
Incorporated, and to the Mastercard brand.
Forward-Looking Statements
This Report contains forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform 
Act of 1995.  All statements other than statements of historical facts may be forward-looking statements.  When used in this Report, 
the words “believe”, “expect”, “could”, “may”, “would”, “will”, “trend” and similar words are intended to identify forward-looking 
statements.  Examples of forward-looking statements include, but are not limited to, statements that relate to the Company’s future 
prospects, developments and business strategies. 
Many factors and uncertainties relating to our operations and business environment, all of which are difficult to predict and many of 
which are outside of our control, influence whether any forward-looking statements can or will be achieved.  Any one of those 
factors could cause our actual results to differ materially from those expressed or implied in writing in any forward-looking 
statements made by Mastercard or on its behalf, including, but not limited to, the following factors:
•
regulation related to the payments industry (including regulatory, legislative and litigation activity with respect to interchange 
rates and surcharging)
•
the impact of preferential or protective government actions
•
regulation of privacy, data, AI, information security and the digital economy
•
regulation that directly or indirectly applies to us based on our participation in the global payments industry (including anti-
money laundering, countering the financing of terrorism, economic sanctions and anti-corruption, account-based payments 
systems, and issuer and acquirer practices regulation)
•
the impact of changes in tax laws, as well as regulations and interpretations of such laws or challenges to our tax positions
•
potential or incurred liability and limitations on business related to any litigation or litigation settlements
•
the impact of competition in the global payments industry (including disintermediation and pricing pressure)
•
the challenges relating to rapid technological developments and changes
•
the challenges relating to operating a real-time account-based payments system and to working with new customers and end 
users
•
the impact of information security incidents, account data breaches or service disruptions 
•
issues related to our relationships with our stakeholders (including loss of substantial business from significant customers, 
competitor relationships with our customers, consolidation amongst our customers, merchants’ continued focus on acceptance 
costs and unique risks from our work with governments) 
•
the impact of global economic, political, financial and societal events and conditions, including adverse currency fluctuations and 
foreign exchange controls
•
reputational impact, including impact related to brand perception and lack of visibility of our brands in products and services
•
the impact of environmental, social and governance matters and related stakeholder reaction
•
the inability to attract and retain a highly qualified workforce, or maintain our corporate culture
•
issues related to acquisition integration, strategic investments and entry into new businesses  
•
exposure to loss or illiquidity due to our role as guarantor as well as other contractual obligations and discretionary actions we 
may take
•
issues related to our Class A common stock and corporate governance structure
Please see “Risk Factors” in Part I, Item 1A for a complete discussion of these risk factors.  We caution you that the important factors 
referenced above may not contain all of the factors that are important to you.  Our forward-looking statements speak only as of the 
date of this Report or as of the date they are made, and we undertake no obligation to update our forward-looking statements.
 
4     MASTERCARD 2024 FORM 10-K

PART I
Item 1. Business
Item 1A. Risk factors
Item 1B. Unresolved staff comments
Item 1C. Cybersecurity
Item 2. Properties
Item 3. Legal proceedings
Item 4. Mine safety disclosures
Information about our executive officers

Item 1. Business
Overview
Mastercard is a technology company in the global payments industry.  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 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).  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.  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 a full discussion of our business, please see page 10.
Our Performance
The following are our key financial and operational highlights for 2024, including growth rates over the prior year:
GAAP
Net revenue
Net income
Diluted EPS
$28.2B
$12.9B
$13.89
up 12%
up 15%
up 17%
Non-GAAP 1 (currency-neutral)
Adjusted net revenue
Adjusted net income
Adjusted diluted EPS
$28.2B
$13.5B
$14.60
up 13%
up 18%
up 21%
$13.4B
$11.0B
Repurchased shares
$14.8B
in capital returned  
to stockholders
$2.4B
Dividends paid
cash flows 
from operations
Gross dollar volume
(growth on a local currency basis)
Cross-border volume growth 
(on a local currency basis)
Switched transactions
$9.8T
up 18%
159.4B
up 11%
up 11%
1
Non-GAAP results (including growth rates) exclude the impact of gains and losses on equity investments, Special Items and/or foreign currency.  
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Results Overview” in Part II, Item 7 for 
the reconciliation to the most direct comparable GAAP financial measures.
PART I
ITEM 1. BUSINESS
 
6     MASTERCARD 2024 FORM 10-K

The following chart provides gross dollar volume (“GDV”) and number of cards featuring our brands in 2024 for select programs and 
solutions:
GDV
Cards
Year Ended December 31, 2024
As of December 31, 2024
Mastercard-branded Programs 1
(in billions)
% Increase from 
December 31, 
2023  (Local)
% of Total GDV
(in millions)
% Increase from 
December 31, 
2023
    Consumer Credit
$ 
3,634 
 9 %
 37 %  
1,070 
 5 %
    Consumer Debit and Prepaid 2
 
4,865 
 12 %
 50 %  
1,935 
 9 %
    Commercial Credit and Debit
 
1,258 
 11 %
 13 %  
153 
 10 %
1
Excludes Maestro and Cirrus cards and volume generated by those cards.
2
Prepaid includes both consumer and commercial prepaid.
For a full discussion of our results of operations, see “Management’s Discussion and Analysis of Financial Condition and Results of 
Operations” in Item II, Part 7. 
Our Strategy
Our strategy centers on growing our core, diversifying our customers and geographies and building new areas for the future through 
a combination of organic and inorganic strategic initiatives.  We are executing on this strategy through a focus on three priorities: 
•
consumer payments
•
commercial and new payment flows
•
services and other solutions 
Our priorities strengthen, complement and reinforce each other and are fundamentally interdependent.  
Our Strategy
Grow our core
Diversify into new customers and geographies
Build new areas for the future
Our Strategic 
Priorities
Consumer payments
Commercial and new 
payment flows
Services and other 
solutions
Enabled by
People
Brand
Data & AI
Technology
Franchise
Doing well by doing good
PART I
ITEM 1. BUSINESS
 
MASTERCARD 2024 FORM 10-K     7

Our Strategic Priorities
Consumer payments.  We focus on enabling consumer payments, providing consumers with choice and flexibility to transact across 
multiple payment rails (including cards, real-time payments and account-based transactions), while ensuring that all payments are 
safe, secure and seamless.  We do so by:
•
Capturing the significant secular opportunity of cash displacement by increasing acceptance through advancing technology and 
partnering with players across the payments ecosystem, as well as by opening up closed-loop and domestic networks.  We also 
pursue incremental volume and transactions by extending our reach across under-penetrated card verticals (such as bill pay) and 
real-time account-based payments
•
Driving brand preference through compelling consumer experiences by offering relevant value propositions to consumers 
(including features, benefits and experiences), providing comprehensive digital functionality (such as Digital First), delivering 
enhanced security and functionality (increasing tokenization, scaling authentication and streamlining online checkout) and 
driving increased approval, spend and activation rates
•
Investing in the future and driving market transformation by extending the reach of our network to enable the tokenization of 
credentials, identities, assets and data and the exchange of those items between counterparties (providing security, privacy and 
control).  We also seek to achieve this transformation by modernizing our card switch to meet evolving needs 
Commercial and new payment flows.  We focus on capturing opportunities in commercial payments (both point-of-sale purchases 
and invoiced payments) and disbursements and remittances (specifically, through Mastercard Move, our collection of money 
movement capabilities that provides solutions for money transfers to consumers from consumers, businesses or governments).  We 
do so by:
•
Accelerating secular shift in commercial point-of-sale purchases by offering differentiated propositions across cards and 
platforms (both corporate and small business solutions, including expense management, reporting, reconciliation and data 
insights); expanding distribution of our point-of-sale offerings across financial institutions, new geographies, new channels and 
small businesses; and growing acceptance
•
Capturing commercial invoiced payments by driving engagement across buyers and suppliers to, among other things, simplify 
workflows, release working capital and improve data reconciliation to reduce end-to-end costs; building on our travel offerings to 
expand into additional select verticals (including business-to-business (“B2B”) marketplaces, trade and logistics, healthcare, 
consumer packaged goods and pharmaceuticals); and embedding payments into widely used platforms and workflows  
•
Modernizing disbursements and remittances by utilizing Mastercard Move to scale use cases across senders (including 
consumers, businesses and governments) and receiving consumers (both domestic and cross-border) and expand money 
movement across our global network of financial institution partners
Services and other solutions.  Our services and other solutions, which are interdependent with our payment network, drive value for 
our customers and the broader payments ecosystem.  We offer security solutions, consumer acquisition and engagement, business 
and market insights, gateway, processing and open banking, among other services and solutions (including ACH batch and real-time 
account-based payments and solutions).  As we drive value, our services and other solutions generate revenue while helping to 
accelerate our overall financial performance.  We do so by:
•
Differentiating our payments capabilities by combining our wide range of services and solutions in various ways to meet the 
needs and priorities of our partners, which helps drive market wins and payments growth 
•
Enhancing and expanding our suite of services to better serve our existing customers, including across new buying centers and 
new capability areas, as well as to reach new customers 
•
Scaling distribution by using our technology platforms to enable us to switch more transactions and deliver more services per 
transaction, selling directly to customers through a dedicated sales force and global account teams, and embedding services with 
partners (such as tech platforms, system integrators, processors and other networks) to deliver those services at scale
PART I
ITEM 1. BUSINESS
 
8     MASTERCARD 2024 FORM 10-K

Our priorities are fundamentally interdependent and strengthen, reinforce and complement each other.  
      
•
Our payments network helps us scale our 
services and solutions, and those services and 
solutions help us differentiate our payments 
solutions
•
We grow in payments, which allows us to 
switch more transactions and bring more 
transaction data onto the network
•
We use that data to create insightful services 
and solutions that can, in turn, help us win new 
and renewed customer deals and drive greater 
payments volume growth
Enabling Our Success
These priorities are supported by six enablers:
People.  Our success is driven by the skills, experience, integrity and mindset of our people.  We attract, develop and retain top 
talent, in alignment with our strategic priorities.  Our winning culture is guided by the Mastercard Way, which outlines the behaviors 
we expect from employees to deliver for our customers and one another.  We foster a working environment that benefits and 
provides equal opportunities for all of our employees, where people have opportunities to perform purpose-driven work that 
advances our business objectives by delivering a positive impact on communities, customers and co-workers across the globe.
Brand.  Our brands and brand identities serve as a differentiator for our business, representing our values and enabling us to 
accelerate growth in new areas. 
Data and AI.  We create a range of products and services for our customers using our data and artificial intelligence (“AI”) assets, 
technology, platforms and expertise.  We follow our Data and Tech Responsibility Principles in how we design, implement and 
deliver those solutions.  Our Privacy by Design, Data by Design and AI Governance processes are designed to ensure we embed 
multiple layers of privacy, data protection and information security controls in all our products and services, keeping a clear focus on 
protecting customers’ and individuals’ data and privacy. 
Technology.  Our technology provides resiliency, scalability and flexibility in how we serve customers.  It unlocks broader reach to 
scale digital payment services to multiple channels.  Utilizing our technology standards, services and governance model, we connect 
financial institutions, financial technology companies (fintechs) and others, enabling interoperability and allowing consumers, 
businesses, governments and merchants to engage through digital channels.
Franchise.  We manage an ecosystem of stakeholders who participate in our global payments network.  Our franchise model creates 
and sustains a comprehensive series of value exchanges across our ecosystem.  We provide a balanced ecosystem where all 
participants benefit from the availability, innovation and safety and security of our network.  Our franchise model enables the scale 
of our network and provides a single governance structure for its operation.  This structure has the potential to be extended to new 
opportunities.  
Doing Well by Doing Good.  Sustainable impact is fundamental to our business strategy.  We leverage our employees, technology, 
resources, partnerships and expertise to address social, economic and environmental challenges, while at the same time creating 
markets for future growth and driving long-term value for stockholders.  Our environmental, social and governance priorities are 
expressed through three pillars - People, Prosperity, Planet - and all of the work we do is grounded in strong governance principles.  
For more information, please reference our most recently published Environmental, Social and Governance Report located on our 
website.   
PART I
ITEM 1. BUSINESS
 
MASTERCARD 2024 FORM 10-K     9

Our Business
Our Payments Capabilities 
We enable a wide variety of payments capabilities (including products, services and solutions) over our network among account 
holders, merchants, financial institutions, businesses, governments and others, offering our customers one partner for their 
payment needs.  
Payment Network
Our payment network links issuers and acquirers around the globe to facilitate the switching of transactions, permitting account 
holders to use our products at approximately 150 million acceptance locations and over 250 million digital access points worldwide.  
This network facilitates an efficient, safe and secure means for making and receiving payments, a convenient, quick and secure 
payment method for consumers to access their funds and a channel for businesses to receive insight through information that is 
derived from our network.  We enable transactions for our customers through our payment network in more than 150 currencies 
and in more than 220 countries and territories.  
Payment Network Transactions.  Our payment network supports what is often referred to as a “four-party” payments network and 
includes the following participants: account holder (a person or entity who holds a card or uses another device enabled for 
payment), issuer (the account holder’s financial institution), merchant and acquirer (the merchant’s 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, or establish the rates charged by acquirers in connection with merchants’ acceptance of our products.  In most cases, 
account holder relationships belong to, and are managed by, our customers. 
The following graphic depicts a typical transaction on our payment network and our role in that transaction, which includes services 
and other solutions and payments ecosystem security:
In a typical transaction, an account holder purchases goods or services from a merchant using one of our payment products.  After 
the transaction is authorized by the issuer, the issuer pays the acquirer an amount equal to the value of the transaction, minus the 
interchange fee (described below) and other applicable fees, and then posts the transaction to the account holder’s account.  The 
acquirer pays the amount of the purchase, net of a discount (referred to as the “merchant discount” rate), to the merchant.
•
Interchange Fees.  Interchange fees reflect the value merchants receive from accepting our products and play a key role in 
balancing the costs and benefits that consumers and merchants derive.  Generally, interchange fees are collected from acquirers 
and paid to issuers to reimburse the issuers for a portion of the costs incurred.  These costs are incurred by issuers in providing 
services that benefit all participants in the system, including acquirers and merchants, whose participation in the network 
enables increased sales to their existing and new customers, efficiencies in the delivery of existing and new products, guaranteed 
payments and improved customer experience.  We (or, alternatively, financial institutions) establish “default interchange fees” 
that apply when there are no other established settlement terms in place between an issuer and an acquirer.  We administer the 
collection and remittance of interchange fees through the settlement process.
PART I
ITEM 1. BUSINESS
 
10     MASTERCARD 2024 FORM 10-K

•
Additional Four-Party System Fees.  The merchant discount rate is established by the acquirer to cover its costs of both 
participating in the four-party system and providing services to merchants.  The rate takes into consideration the amount of the 
interchange fee which the acquirer generally pays to the issuer.  Additionally, acquirers may charge merchants processing and 
related fees in addition to the merchant discount rate.  Issuers may also charge account holders fees for the transaction, 
including, for example, fees for extending revolving credit. 
Switched Transactions 
•
Authorization, Clearing and Settlement.  Through our payment network, we enable the routing of a transaction to the issuer for 
its approval, facilitate the exchange of financial transaction information between issuers and acquirers after a successfully 
conducted transaction, and settle the transaction by facilitating the exchange of funds between parties via settlement banks 
chosen by us and our customers.
•
Cross-Border and Domestic.  Our payment network switches transactions 
throughout the world when the merchant country and country of issuance are 
different (“cross-border transactions”), providing account holders with the 
ability to use, and merchants to accept, our products and services across 
country borders.  We also provide switched transaction services to customers 
where the merchant country and the country of issuance are the same 
(“domestic transactions”).  We switch approximately 70% of all transactions for 
Mastercard and Maestro-branded cards, including nearly all cross-border 
transactions.
Key 2024 Developments
• In 2024, we began processing 
domestic transactions in China through 
our joint venture.  Mastercard-
branded cards are now accepted for 
both domestic and cross-border 
purchases.
We guarantee the settlement of many of the transactions from issuers to acquirers to help ensure the integrity of our payment 
network.  We refer to the amount of this guarantee as our settlement exposure.  We do not, however, guarantee payments to 
merchants by their acquirers or the availability of unspent prepaid account holder account balances.
Payment Network Architecture.  Our payment network features a globally integrated structure that provides scale for our issuers, 
enabling them to expand into regional and global markets.  It is based largely on a distributed (peer-to-peer) architecture that 
enables the network to adapt to the needs of each transaction.  The network accomplishes this by performing intelligent routing and 
applying multiple services (such as fraud scoring, tokenization services, etc.) to appropriate transactions in real time.  This 
architecture enables us to connect all parties regardless of where or how the transaction is occurring.  It has 24-hour a day 
availability and world-class response time.
Account-Based Payments Capabilities
We offer ACH batch and real-time account-based payments capabilities, enabling payments for ACH transactions between bank 
accounts in real-time.  Our real-time account-based payments capabilities provide consumers and businesses the ability to make 
instant (faster) payments while providing enhanced data and messaging capabilities.  We build, implement, enhance and operate 
real-time clearing and settlement infrastructure, payment platforms and direct debit systems for jurisdictions globally.  We operate 
real-time payments infrastructure in several countries around the world.  We also use our real-time account-based payments 
capabilities to enable consumers, businesses, governments and merchants to send and receive money directly from account to 
account.  
We discuss below under “Our Payment Products and Applications” the ways in which we apply our real-time account-based 
payments capabilities to capture new payment flows. 
Security and Franchise
Payments Ecosystem Security.  We employ a multi-layered approach to help protect the global payments ecosystem, including a 
robust program designed to protect our network from cyber and information security threats.  Our network and platforms 
incorporate multiple layers of protection, providing greater resiliency and security protection.  Our programs are assessed by third 
parties and incorporate benchmarking and other data from peer companies and consultants.  We engage in many efforts to mitigate 
information security challenges, including maintaining an information security program, an enterprise resilience program and 
insurance coverage, as well as regularly testing our systems to address potential vulnerabilities.  We work with experts across the 
organization (as well as through other sources such as public-private partnerships) to monitor and respond quickly to a range of 
cyber and physical threats, including threats and incidents associated with the use of services provided by third-party providers.
PART I
ITEM 1. BUSINESS
 
MASTERCARD 2024 FORM 10-K     11

As another feature of our multi-layered approach, we work with issuers, acquirers, merchants, governments and payments industry 
associations to develop and put in place technical standards for safe and secure transactions, and we provide solutions and products 
that are designed to help provide safety and security for the global payments ecosystem.  Our approach includes supporting small 
businesses by sharing best practices and providing access to free utilities and services, benefiting both them and the entire payments 
ecosystem.  We discuss specific security solutions that we offer to our customers below under “Services and Other Solutions”. 
Our Franchise.  We manage an ecosystem of stakeholders that participate in our global payments network, setting standards and 
rules for all participants and aiming to ensure interoperability among them while balancing risk and value across all stakeholders.  
Our franchise model achieves this by creating and sustaining a comprehensive series of value exchanges across our ecosystem.  
Through our franchise model, we work to ensure a balanced ecosystem where all participants may benefit from the availability, 
innovation, safety and security of our network.  We achieve this goal through the following key activities: 
•
Participant Onboarding.  We determine that each new customer meets the necessary prerequisites to use and contribute to our 
network by defining clear ecosystem roles and responsibilities for their operations
•
Operating Standards.  We define the technical, operational and financial standards that all network participants are required to 
uphold
•
Safety and Security.  We establish central principles, including safeguarding consumer protections and integrity, so participants 
feel confident to transact on the network 
•
Responsible Stewardship.  We set performance standards to support ecosystem optimization and growth and use proactive 
monitoring designed to both ensure participant adherence to operating standards and protect the integrity of the ecosystem
•
Issue Resolution.  We operate a framework to address disputes between our network participants
Our Payment Products and Applications 
Consumer Payments 
We provide a wide variety of products and services that support 
payment products that customers can offer to consumers and 
merchants.  These offerings facilitate transactions across our payments 
network and platforms among account holders, merchants, financial 
institutions, digital partners, businesses, governments and other 
organizations in markets globally.  
Consumer Credit.  We offer products that enable issuers to provide 
consumers with credit, allowing them to defer payment.  These 
programs are designed to meet the needs of our customers around the 
world and address standard, premium and affluent consumer segments.
How We Benefit Consumers
We enable our customers to benefit consumers by:
•
making electronic payments more convenient, 
secure and efficient
•
delivering better, seamless consumer 
experiences
•
providing consumers choice, empowering them 
to make and receive payments in the ways that 
best meet their daily needs
•
protecting consumers and all other participants 
in a transaction, as well as consumer data
•
providing loyalty rewards and benefits
Consumer Debit.  We support a range of payment products and solutions that allow our customers to provide consumers with 
convenient access to funds in deposit and other accounts.  Our debit and deposit access programs can be used to make purchases 
and to obtain cash from bank branches, at ATMs and, in some cases, at the point of sale.  Our branded debit programs consist of 
Mastercard (including standard, premium and affluent offerings), Maestro (our PIN-based solution that operates globally) and Cirrus 
(our primary global cash access solution).
Prepaid.  Prepaid accounts are a type of electronic payment that enables consumers to pay from pre-funded accounts whether or 
not they previously had a bank account or a credit history.  These accounts can be tailored to meet specific program, customer or 
consumer needs, such as paying bills, sending person-to-person payments or withdrawing cash from an ATM.  Our focus ranges from 
digital accounts (such as fintech and gig economy platforms) to business programs such as employee payroll, health savings accounts 
and solutions for small business owners.  Our prepaid programs also offer opportunities in the private and public sectors to drive 
financial inclusion of previously unbanked individuals through social security payments, unemployment benefits and salary cards.
Consumer Bill Payments.  Our solutions enable consumers and small businesses to pay their billers in a seamless and secure way, 
providing an experience that offers flexibility and benefits consumers, financial institutions and billers.  Utilizing our merchant 
acceptance network (which includes many billers), we offer consumers the choice of paying their bills in a convenient and secure 
manner using credit, debit or prepaid as well as account-based payments methods.  
PART I
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12     MASTERCARD 2024 FORM 10-K

Commercial and New Payment Flows 
We offer platforms, products and applications that apply our payments capabilities to capture commercial and new payment flows, 
enabling us to serve the needs of a significant addressable market.
Commercial
We offer commercial credit, debit and prepaid payment products and solutions that meet the payment needs of large corporations, 
midsize companies, small businesses and government entities at the point of sale.  Our point-of-sale solutions streamline 
procurement and payment processes, manage information and expenses (such as travel and entertainment) and reduce 
administrative costs.  Our point-of-sale offerings include: 
•
Small business cards (credit, debit and prepaid) tailored to small and medium businesses
•
Commercial travel and entertainment, procurement and fleet cards, consisting mostly of credit cards and associated platforms 
for corporations to manage travel and expense, procurement and fleet expenses.  Our Mastercard Smart Data™ platform 
provides expense management and reporting capabilities.
We also offer solutions that enable businesses or governments 
to make invoiced payments to businesses with whom they 
have a trusted relationship for goods and services.  As part of 
our solutions, we offer a platform to optimize supplier 
payment enablement campaigns for financial institutions.
Across both point-of-sale and invoiced payments, we offer a 
Virtual Card Number (VCN) solution, which is generated 
dynamically from a physical card and leverages the credit limit 
of the funding account.  Our VCN solution may include the use 
of Mastercard In Control™, our virtual card platform that 
allows buyers to pay suppliers using a one-time use card 
number that can be set with transaction level controls, 
providing unmatched configurability, flexibility and control 
over spending.
Key 2024 Developments
In 2024, we continued to drive VCN adoption by: 
• Integrating for corporate payers our VCN solution into 
several third-party technology platforms to help streamline 
and automate card-based payment processes.  
• Offering suppliers Mastercard Receivables Manager, a 
platform that helps automate the process of receiving 
payment by virtual card and can enable the provision of 
enhanced data to support reconciliation. 
• Providing companies of all sizes the ability to include a 
virtual card in a digital wallet, enabling a consumer-like 
experience for business payments and providing robust 
spend controls.
Disbursements and Remittances
Through our Mastercard Move platform, we enable consumers, businesses, governments and merchants to send and receive money 
domestically and across borders to consumers with greater speed and ease, with a payout reach of more than 10 billion endpoints 
globally across multiple channels, and in more than 60 originating countries and 155 receiving countries:   
•
We partner with digital messaging and payment platforms to enable 
consumers to send money directly within applications to other consumers.  
•
We partner with central banks, fintechs and financial institutions to help 
governments and nonprofits more efficiently enable, as applicable, 
distribution of social and economic assistance and business-to-consumer 
(“B2C”) disbursements across various use cases (such as wallet funding, 
cash payouts, gig worker payouts and insurance claims).
•
We enable a wide range of cross-border payment flows and use cases to 
customers (including trade payments, remittances and disbursements).  
These flows are enabled via a distribution network with a single point of 
access that allows financial institutions, fintechs and digital partners to 
send and receive money globally through multiple channels, including 
bank accounts, mobile wallets, cards and cash payouts.
Key 2024 Developments
• In 2024, we launched our Alias-Based 
Remittances and Payouts platform, which is 
designed to remove the friction of manually 
capturing required information to complete 
cross-border remittances and 
disbursements.  The solution simplifies the 
experience for both senders and receivers by 
using a beneficiary’s existing alias (such as 
their phone number or email) instead of 
requiring senders to ask for personal 
information or manually entering such 
information into numerous fields in order to 
make cross-border payments.
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MASTERCARD 2024 FORM 10-K     13

Benefiting and Innovating the Payments Ecosystem
We provide functionality and technology to help our customers provide benefits and 
experiences for consumers, merchants, businesses and others.  
•
Delivering digital functionality and consumer experiences.  We use our technologies 
and security protocols to develop solutions to make digital shopping and selling 
experiences, such as on smartphones and other connected devices (both online and in 
person), simpler, faster and safer for consumers, businesses and merchants.  We also 
offer products that make it easier for merchants to accept payments and expand their 
customer base.
◦
Our contactless payment solutions help deliver a simple and intuitive way to pay.  
Solutions such as SmartPOS and SoftPOS reduce the barrier to entry for merchants 
(including small businesses).  Our Tap on Phone acceptance technology enables 
businesses of all sizes to accept payments from any contactless card or mobile 
wallet directly from their device, providing a turnkey and cost-effective solution 
without any additional hardware required.  We extend our contactless payment 
solutions to a wide set of commerce use-cases, including instant provisioning of a 
card into a mobile wallet, verification of a transaction and sending money to family 
and friends or between businesses.
Key 2024 Developments
In 2024, we reached significant 
milestones with our contactless, 
Click to Pay and tokenization 
efforts: 
• Contactless payments now 
represent approximately 70% 
of all in-person purchase 
transactions on Mastercard-
branded cards
• Click to Pay transactions 
almost doubled year-over-
year
• Approximately 30% of all 
Mastercard transactions are 
now tokenized
•
Our Mastercard Digital First™ program enables our issuing customers to offer their cardholders a fully digital payment 
experience with an optional physical card, meeting cardholder expectations of immediacy, safety and convenience during 
card application, authentication and instant card access, securing purchases (whether contactless, in-store, in-app or online) 
and managing alerts, controls and benefits.
◦
Our Click to Pay checkout experience is designed to provide consumers convenience and security in a digital environment, 
make it easier for merchants to implement secure digital payments and provide issuers with improved fraud detection and 
prevention capabilities.  This experience enables a faster, more secure checkout experience across internet and mobile sites, 
mobile apps and connected devices.  
•
Enhancing security and effectiveness of transactions.  We focus on securing transactions by replacing card numbers with secure 
tokens, scaling Mastercard Authentication (including enabling device-based biometrics, such as fingerprints or facial scans, 
through Mastercard Payment Passkey Service) and streamlining online checkout by eliminating manual entry (through Click to 
Pay and Secure Card on File).  We aim to improve the effectiveness of those transactions by increasing the number of 
transactions we switch through our differentiated services, increasing approval rates by utilizing inputs from our network and 
lifting spend and activation rates through personalized campaigns and data-driven strategies.
•
Creating solutions to unlock new blockchain-based business models.  Through a principled approach (including applying prudent 
risk management practices and maintaining continuous monitoring of our partners that are active in the digital asset market), we 
are focused on supporting blockchain ecosystems and digital currencies.  We integrate with financial institutions using the 
Mastercard Multi-Token Network™ to enable programmable payments, which helps make transactions within blockchain 
ecosystems more secure, scalable and interoperable.  We work with a wide range of crypto players to enable consumers to buy 
cryptocurrencies on card and spend those balances anywhere our brands are accepted.   
•
Simplifying access to, and integration of, our digital assets.  Our Mastercard Developer platform makes it easy for customers 
and partners to leverage our many digital assets and services.  By providing a single access point with tools and capabilities to 
find APIs across a broad range of Mastercard services, we enable easy integration of our services into new and existing solutions.
•
Identifying and experimenting with future technologies, start-ups and trends.  Through Mastercard Foundry, we continue to 
provide customers and partners access to thought leadership, innovation methodologies, new technologies and relevant early-
stage fintech players.
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14     MASTERCARD 2024 FORM 10-K

Our Services and Other Solutions
We offer an expansive and diversified portfolio of services and 
solutions built on unique and proprietary data sets and supported 
by global consulting and advisory expertise.  These services and 
solutions help to differentiate our payments products and serve 
the needs of sizeable addressable markets beyond payments. 
Security Solutions
We offer products and services designed to safeguard the 
payments ecosystem from fraud and cyber-attacks and to enhance 
security for payments across card and non-card rails.  Our security 
solutions suite provides organizations with the ability to adapt to 
the dynamic and multifaceted nature of threats while maintaining 
continuity and confidence in their operations.  This includes: 
Key 2024 Developments
• We completed our acquisition of Recorded Future, a 
global threat intelligence company, which adds threat 
intelligence capabilities to our identity, fraud prevention, 
real-time decisioning and cybersecurity services.
• We launched Decision Intelligence Pro, the next 
generation of our Decision Intelligence™ real-time fraud 
solution.  This enhancement, which leverages generative 
AI techniques to produce additional data points to help 
assess the validity of a transaction, boosts fraud 
detection rates. 
• We acquired subscription management capabilities that 
complement our existing offerings to provide consumers 
with greater clarity and control of their finances. 
•
Prevention solutions designed to help customers establish and strengthen measures that keep systems, applications and data 
secure from potential security risks.  We continue to grow global usage of EMV chip and contactless security technology, helping 
to reduce fraud.  We also utilize our technology to evaluate and continuously monitor the cybersecurity posture of organizations 
worldwide, offering insights into potential vulnerabilities and risks.
•
Identification solutions designed to help banks and merchants verify identities and authenticate consumers during digital 
interactions like account openings, account access and money movements using identity data and identity signals, device 
intelligence, biometric technologies and behavioral user data assessments. 
•
Detection solutions designed to both spot and take action to stop fraudulent behavior and cyber-attacks.  Our offerings include 
fraud scoring technology that scans billions of transactions each day while increasing approvals and reducing false declines, alerts 
when accounts are exposed to data breaches or security incidents, and network-level monitoring on a global scale to help detect 
the occurrence of widespread fraud attacks when a customer may be unable to detect or defend against them.
•
Business continuity solutions designed to enable uninterrupted commerce, fostering trust and reliability for both merchants and 
consumers.  These solutions include Mastercard’s Stand-In processing, which is designed to ensure transaction continuity when a 
card issuer’s systems are unavailable.  This solution provides a backup mechanism to authorize transactions on behalf of the 
issuer based on predefined rules and risk parameters. 
To deliver effective security solutions, we harness our proprietary data assets, combined with our AI, data analytics and cyber risk 
assessment capabilities.
At the core of our security solutions suite is a focus on delivering an exceptional payments experience.  Our solutions are designed to 
ensure that approvals of legitimate transactions are boosted and transactions flow more smoothly.  Our solutions are also designed 
so that the consumer bears no responsibility (or “zero liability”) for counterfeit or lost card losses in the event of fraud, increasing 
consumer confidence.  In addition, our solutions further enhance the consumer experience by providing effective dispute resolution, 
subscription controls and transparency through digital receipts.
Consumer Acquisition and Engagement Services
We offer solutions that drive customer acquisition, increased activation, deepened engagement, and loyalty, delivering results to 
customers globally.  Offerings within this area include:  
•
Marketing services, which drive business growth and profitability through end-to-end, data- and technology-driven marketing.  
We advance our customers’ growth by helping them to acquire new customers, as well as increase engagement with existing 
customers, through a curated set of direct marketing solutions and strategies.  We focus on business outcomes and combine our 
proprietary data and insights with our marketing expertise to create innovative solutions that span the entire customer lifecycle, 
from brand design and product adoption to customer retention and portfolio optimization.  Our end-to-end approach is built on 
collaboration with our customers and partners to constantly optimize marketing performance and deliver results.
PART I
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MASTERCARD 2024 FORM 10-K     15

•
Personalization services, which leverage AI to help businesses provide personalized digital experiences for their customers.  Our 
personalization platform and decision engine delivers product recommendations, offers and content to consumers across digital 
channels.  
•
Issuer and merchant loyalty services.  We have built a scalable rewards platform that enables issuers to provide consumers with 
a variety of benefits and services, such as personalized offers and rewards, access to a global airport lounge network, concierge 
services, insurance services, emergency card replacement, emergency cash advances and a 24-hour account holder service 
center.  For merchants, we provide campaigns with targeted offers and rewards, management services for publishing offers, and 
accelerated points programs for co-brand and rewards program members.  We also provide a loyalty platform that enables 
stronger relationships with retailers, restaurants, airlines and consumer packaged goods companies by creating experiences that 
drive loyalty and impactful consumer engagement.
Business and Market Insights
We offer solutions that provide organizations with targeted data-powered solutions, insights, and advisory services in order to drive 
confident decision-making for better outcomes.  Offerings within this area include:
•
Advanced analytics, which utilize AI and advanced techniques to help customers solve critical business problems, focusing on 
marketing, credit risk, custom projects, data strategy and business experimentation. 
•
Business intelligence, which provides customers with data and insights designed to decode future trends, optimize portfolio 
strategies and make informed decisions for sustainable business growth.
•
Economic and location-based insights, which are designed to empower decision-makers to drive smarter actions and achieve 
commercial success
•
Payments consulting, which offers strategic guidance and innovative solutions designed to help our customers optimize payment 
processes, enhance their customer engagement and drive their revenue growth through global expertise and localized support
•
Operational insights, which provides platforms that help customers enhance transaction processing, settlement reconciliation 
and operational performance through timely and comprehensive operational insights. 
Processing and Gateway  
We extend our processing capabilities in the payments value chain in various regions with an expanded suite of offerings, including:
•
Issuer solutions designed to provide customers with a complete processing solution to help them create differentiated products 
and services and allow quick deployment of payments portfolios across banking channels
•
Payment gateways that offer a single interface to enable e-commerce merchants to process secure online and in-app payments 
and offer solutions, including outsourced electronic payments, fraud prevention and alternative payment options
Other Solutions  
We offer an open banking platform that enables data providers and third parties, on a permissioned basis, to reliably access, 
securely transmit and confidently manage consumer and small business data to improve the customer experience.  Our platform 
enables individuals to have choice of financial services, providing them the ability to access, control and benefit from the use of their 
data.  This choice provides individuals with an improved payment experience.  Our platform also serves the needs of the lending 
market, including through streamlining loan application processes and improving credit decisioning, thereby driving further financial 
inclusion.  The network connections that underpin this platform utilize API technology and our Data and Tech Responsibility 
Principles (including data usage guardrails, consumer protection and consent management).  Our advanced open banking solutions 
include account opening (providing seamless onboarding through our open banking APIs), lending (focusing on empowering 
confident lending decisions and hassle-free experiences), payments (centered on enabling secure and cost-effective account-to-
account payments with valuable transaction insights) and small business solutions (providing real-time data and financial insights to 
drive informed decision-making).
We also offer ACH batch and real-time account-based payments and solutions (both domestic and cross-border).  We discuss these 
solutions in “Our Payment Products and Applications”.
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16     MASTERCARD 2024 FORM 10-K

Our People
As of December 31, 2024, we employed approximately 35,300 persons globally, of which approximately 69% were employed outside 
of the U.S. in more than 90 countries.  Our employee base is predominantly full-time.  To supplement our employee base, we also 
had approximately 5,000 contingent workers in order to meet specific needs.  Our voluntary workforce turnover (rolling 12-month 
attrition) was approximately 5% as of December 31, 2024.  The total cost of our workforce for the year ended December 31, 2024 
was $6.7 billion, which primarily consists of compensation, benefits and other personnel-related costs.* 
Management reviews our people strategy and culture, as well as related risks, with our Human Resources and Compensation 
Committee on a quarterly basis, and annually with our Board of Directors.  Additionally, our Board and Board committees are tasked 
with overseeing other human capital management matters on a regular basis, such as ensuring processes are in place for 
maintaining an ethical corporate culture; overseeing key initiatives, policies and practices to provide equal opportunities for all of 
our employees; and monitoring governance trends in areas such as human rights.  Our ability to attract, develop and retain top 
talent and build a healthy culture is critical to our business strategy. 
Specifically, to enable our business strategy effectively, our aim is to:  
•
attract and retain talent with the key skills needed to achieve short-term and long-term goals 
•
develop a high-performing, agile workforce that can collaborate and compete in a fast-paced, innovative environment
•
create an environment that benefits and provides equal opportunities for all of our employees
Attract talent.  
•
We continuously recruit talent by leveraging the strength of our brand and utilizing a variety of sources, channels and initiatives 
in order to support our growth across sectors, markets and emerging industries
•
Our acquisition activity has also provided a strong source of talent with differentiated skills
Develop and retain talent.  We develop and retain our employees, with a 
focus on staying competitive and responding to both changing market 
dynamics and our employees’ needs while supporting a culture of innovation 
grounded in decency.  Our efforts include: 
•
An annual cycle that aligns with our “Mastercard Way” and focuses on 
objective setting, performance assessment, talent evaluation, skill 
development, opportunities and career progression
•
Succession planning for key roles as well as leadership development 
programming across various career levels, including personalized 
coaching  
•
Learning resources and courses for all employees
The Mastercard Way
The Mastercard Way is the statement of our 
culture.  It consists of three principles:
• Create value
• Grow together
• Move fast
These principles address where we are going as 
an organization, how we work together and 
how we deliver for our customers and each 
other.
•
A competitive compensation approach (subject to periodic reviews) under which eligible employees across multiple job levels 
can receive long-term incentive equity awards
•
Contributions to employees’ financial well-being as they plan for retirement.  All employees globally are entitled to receive a 
matching Mastercard contribution of $1.67 for every $1 contributed to a 401(k) or other retirement plan on the first 6% of base 
pay
•
Continued expansion and prioritization of well-being offerings for employees, including access to mental, physical and financial 
health resources, additional paid time off for dependent care, and support for family planning 
•
Flexibility policies and programs to support employees, including a four-week ”work from elsewhere” policy, meeting-free days 
and a hybrid work approach with an average of at least three days in the office per week
•
Supporting employees in giving back to their communities, including providing matching gifts for any charitable donations that 
they make, donating to the charities of their choice for every hour that they volunteer, and providing five paid days per year for 
full-time employees to engage in eligible volunteer work
•
Experience surveys that we periodically run to assess our overall employee engagement areas (with occasional focus on more 
targeted topics) and prioritize how we address emerging opportunity areas
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•
A culture of high ethical business practices and compliance standards, grounded in honesty, decency, trust and personal 
accountability.  It is driven by “tone at the top,” reinforced with regular training, fostered in a speak-up environment, and 
measured by our periodic employee surveys and other metrics that enable our Board to maintain a pulse on areas of strength 
and opportunities for improvement
Environment.  We focus on creating an environment that benefits and provides equal opportunities for all of our employees.  This 
helps us build a healthy culture, attract talent and drive long-term value for stockholders.  We are dedicated to fostering an inclusive 
environment where everyone feels valued and empowered.  We are continuously evolving our approach, guided by the following 
priorities:
•
We customize our global inclusion strategies by region.  These strategies, implemented and executed by local leadership, are 
designed to ensure we reflect the viewpoints of appropriate stakeholders and consider cultural nuances as part of our work 
towards providing equal opportunities for all of our employees
•
We remain dedicated to practices designed to ensure there is equal pay for equal work.  We have established a framework for 
examining pay practices annually, supported by third-party analysis and benchmarked to the external market.  We assess 
compensation decisions for potential pay disparities
* The employee data provided excludes the workforce of Recorded Future, which was acquired in December 2024.
Brand
Our family of well-known brands includes Mastercard, Maestro and Cirrus.  We manage and promote our brands and brand 
identities through advertising, promotions and sponsorships, as well as digital, mobile and social media initiatives, in order to 
increase people’s preference for our brands and usage of our products.  We sponsor a variety of sporting, entertainment and charity-
related marketing properties to align with consumer segments important to us and our customers.  Our advertising plays an 
important role in building brand visibility, preference and overall usage among account holders globally.  Our “Priceless®” advertising 
campaign, which has run in more than 50 languages and in more than 120 countries worldwide, promotes Mastercard usage benefits 
and acceptance, markets Mastercard payment products and solutions and provides Mastercard with a consistent, recognizable 
message that supports our brands around the globe.  
Data and AI
We create a range of products and services for our customers (including most of our services and solutions) that use our data and AI 
assets, technology, expertise and platforms.  These products and services are designed to make commerce smarter, safer and more 
personal.  These data assets include data from an increasing variety of sources, such as transaction data (including from gateway, 
card, real-time payments and open banking), digital identities, buyer/supplier payment preferences, device attributes, digital threat 
assessments and rewards redemptions.  We continually invest in data cleansing, structuring and modeling as well as robust 
governance to make this data available for use in AI to be deployed at scale.  We utilize our data using traditional analytical 
methodologies and an ever-increasing range of AI, including machine learning, natural-language processing, neural networks and 
generative AI.  We aim to help power economies and empower people through AI-driven initiatives that enhance security, data 
analysis, personalization and efficiency.  
We do all this while following our Data and Tech Responsibility Principles in how we design, implement and deliver those solutions.  
Our Privacy by Design, Data by Design and AI Governance processes are designed to ensure we embed multiple layers of privacy, 
data protection and information security controls in all our products and services, keeping a clear focus on protecting customers’ and 
individuals’ data.  We seek to do this in a number of ways: 
•
Implementing accountability.  We practice robust data and AI governance aimed at ensuring that we have the right controls and 
oversight over the use of our data and technology
•
Practicing data minimization.  We practice collecting and retaining only the personal information that is needed for a given 
product or service, and limiting the amount and type of personal information shared with third parties
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18     MASTERCARD 2024 FORM 10-K

•
Being transparent and providing control.  We explain how we use personal information and AI and give individuals access and 
control over how their data is used and shared
•
Working with trusted partners.  Our processes are designed to ensure we select partners and service providers who share our 
principled-approach to protecting data and using AI
•
Addressing fairness in our data and AI.  We are implementing governance and processes to help test and mitigate for bias when 
we use advanced analytics, including AI and machine learning, to create fair and inclusive solutions that reflect individual, group 
and societal interests
•
Fostering inclusion and advancing positive social impact.  Where possible, we utilize our data sets and analytics capabilities to 
create innovative solutions to societal challenges, benefit society and promote inclusive financial, social, climate, health and 
education growth
Technology
We utilize our technology to help grow our core, diversify into new customers and geographies and build new areas for the future, 
while also enhancing our operational strength and enabling our employees to deliver effectively for our customers.  Our strategy to 
“lead through technology” includes the following key areas:  
Creating value for customers around the world:
•
Standardizing and simplifying how we connect with customers to provide them with the tools to manage and expand their 
Mastercard relationship
•
Deploying our cloud-native technology infrastructure to adapt to evolving market conditions and further enhance speed, 
resiliency and scalability
Enabling our full range of products and services:
•
Enhancing payment rails and expanding them across payments and services, including providing seamless customer adoption 
across new services and solutions
•
Further evolving our data infrastructure and utilizing AI to unlock incremental value and ensure ongoing compliance with 
evolving data laws and regulations
Empowering our employees: 
•
Improving the speed in which we deliver for our customers through a combination of tools and customer-centric practices 
•
Attracting, developing and retaining top technology talent, as well as strengthening our employees’ technology acumen 
Revenue Sources 
Mastercard is a payments network service provider that generates revenue from a wide range of payments solutions we provide to 
our customers.  We classify our net revenues, which include the impact of rebates and incentives, from contracts with customers 
into two categories: (i) payment network and (ii) value-added services and solutions. 
Within our payment network, revenue is primarily generated from charging fees to our customers based on GDV (which includes 
both domestic and cross-border volume) on the cards that carry our brands and for providing switching and other network-related 
services.  
Within our value-added services and solutions, we generate revenue primarily related to the following: 
•
Security solutions
•
Consumer acquisition and engagement services
•
Business and market insights
•
Digital and authentication solutions
•
Processing and gateway
•
Other solutions (including ACH batch and real-time account-
based domestic and cross-border payments and solutions, as 
well as open banking)
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Revenue” in Part II, Item 7 and Note 3, 
Revenue for more detail about our revenue.
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MASTERCARD 2024 FORM 10-K     19

Intellectual Property
We own a number of valuable trademarks that are essential to our business, including Mastercard, Maestro and Cirrus, through one 
or more affiliates.  We also own numerous other trademarks covering various brands, programs and services offered by us to 
support our payment programs.  Trademark and service mark registrations are generally valid indefinitely as long as they are used 
and/or properly maintained.  Through license agreements with our customers, we authorize the use of our trademarks on a royalty-
free basis in connection with our customers’ issuing and merchant acquiring businesses.  In addition, we own a number of patents 
and patent applications relating to payment solutions, transaction processing, smart cards, contactless, mobile, biometrics, AI, 
security systems, blockchain and other technologies, which are important to our business operations.  These patents expire at 
varying times depending on the jurisdiction and filing date.
Competition
We face a number of competitors both within and outside of the global payments industry.  We compete in all categories of 
payments (including paper-based payments and all forms of electronic payments) as well as in all categories in which we provide 
services and solutions:
•
General Purpose Payments Networks.  We compete worldwide with payments networks such as Visa, American Express, JCB, 
China UnionPay and Discover, among others.  These competitors tend to offer a range of card-based payment products.  Some 
competitors have more market share than we do in certain jurisdictions.  Some also have different business models that may 
provide an advantage in pricing, regulatory compliance burdens or otherwise.  Globally, financial institutions may issue both 
Mastercard- and Visa-branded payment products, and we compete with Visa for business on the basis of individual portfolios or 
programs.  In addition, a number of our customers issue American Express-, China UnionPay- and/or Discover-branded payment 
cards in a manner consistent with a four-party system.  We continue to face intense competitive pressure on the prices we 
charge our issuers and acquirers, and we seek to enter into business agreements with them through which we offer incentives 
and other support to issue and promote our payment products. 
•
Debit and Local Networks.  We compete with ATM and point-of-sale debit networks.  In various countries, local debit brands 
serve as the main domestic brands, while our brands are used mostly to enable cross-border transactions (typically representing 
a small portion of overall transaction volume).  In addition, several governments are promoting, or considering promoting, local 
networks for domestic switching.  See “Risk Factors” in Part I, Item 1A for a more detailed discussion of the risks related to 
payments system regulation and government actions that may prevent us from competing effectively.
•
Real-time Account-based Payments Systems.  We face competition in the ACH and real-time account-based payments space 
from providers of infrastructure, applications and services.  As these real-time account-based propositions mature, we face a 
possible increase in competition for our existing domestic person-to-merchant (“P2M”) and person-to-person (“P2P”) transaction 
market share.  Similarly, as interlinking of these infrastructures is further explored, they could disrupt our existing cross-border 
P2M and P2P market share.  Also, several industry initiatives are experimenting with the concept of account-based global 
schemes, which could lead to a disruption of the clearing and settlement options utilized in various currencies.
•
Digital Wallets and other Fintechs.  As the global payments industry becomes more complex, we face increasing competition 
from fintechs and other emerging payments providers, both for customers and data.  Many of these providers have developed 
payments systems focused on online activity in e-commerce and mobile channels (in some cases, expanding to other channels), 
and may process payments using in-house account transfers, real-time account-based payments networks or global or local 
networks, in addition to card.  Examples include digital wallet providers, point-of-sale financing/buy-now-pay-later providers, 
mobile operator services, mobile phone-based money transfer and microfinancing services, device manufacturers, B2B accounts 
payable and accounts receivable providers.  
•
Digital Public Infrastructure and Other Government-Backed Solutions.  Governments have been focused on creating and 
expanding local digital payments structures.  Increasingly, these structures include digital public infrastructure (DPI), which is 
owned by governments and often supported by third parties, and aim to provide payments services as a public good.  
Government- and central bank-backed structures (such as the Brazilian Instant Payment System-PIX, FedNow in the U.S. and 
United Payments Interface (UPI) in India), are increasingly being considered as alternatives to traditional domestic payment 
solutions and schemes such as ours.  In addition to local and regional networks, national governments continue to explore the 
use of central bank digital currencies (“CBDCs”), which may be launched with their own networks to transfer money between 
participants.
•
Digital Currencies.  Stablecoins and floating cryptocurrencies may become more popular as they become more regulated and 
increasingly viewed as providing immediacy, 24/7 accessibility, immutability and efficiency.  Some players, including payment 
PART I
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20     MASTERCARD 2024 FORM 10-K

service providers and payment facilitators, have started to enable merchant acceptance of such currencies in P2M, while some 
banks have started experimenting with blockchain B2B payments.  Digital currencies and emerging players (such as crypto 
natives) have the ability to disrupt traditional financial markets.  The increased prominence of digital currencies creates an 
opportunity for us, but could equally compete with our products and services. 
•
Services and Solutions Providers.  We face competition from companies that provide alternatives to our services and solutions.  
These companies include information services and consulting firms that provide consulting services and insights to financial 
institutions, merchants and governments, technology companies that provide cyber and fraud solutions (including AI-based 
solutions), and companies that compete against us as providers of loyalty and program management solutions.  We also face 
competition from companies that provide alternatives to our other solutions, including open banking.  Regulatory initiatives 
could also lead to increased competition in this space.
We play a valuable role as a trusted intermediary in a complex system, creating value for individual stakeholders and the payments 
ecosystem overall.  Our competitive advantages include:
Global network
Highly adaptable and world class global payments network that can reach a variety of 
parties to enable payments anywhere
Franchise model
Establishing rules, standards and bearing of financial risk (including our settlement 
guarantee backed by our strong credit standing) that allows for interoperability among all 
participants
Multi-rail
Multiple payments capabilities based on our innovation and technology that enable choice
Brand
Globally recognized and trusted brands
Data and AI
Products and services utilizing our data and AI assets, technology, platforms and expertise 
that incorporate our Data and Tech Responsibility Principles and reflect our Privacy by 
Design, Data by Design and AI Governance processes
Talent and culture
World class talent and culture guided by the Mastercard Way, with a focus on providing 
equal opportunities for all of our employees and “doing well by doing good”
Technology
Leading-edge technology that advances the quality, speed and diversity of our offerings and 
solutions
Government 
engagement
Ability to serve a broad array of participants in global payments due to our expanded on-soil 
presence in individual markets and a heightened focus on working with governments
Collectively, the capabilities that we have created organically, and those that we have obtained through acquisitions, support and 
build upon each other to enhance the total proposition we offer our customers.  They enable us to partner with many participants in 
the broader payments ecosystem and provide choice, security and services to improve the value we provide to our customers.  
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MASTERCARD 2024 FORM 10-K     21

Government Regulation
As a technology company in the global payments industry, we are subject to government regulation that impacts key aspects of our 
business.  In particular, we are subject to the laws and regulations that affect the payments industry in the many countries in which 
our products and services are used.  We are committed to complying with all applicable laws and regulations and implementing 
policies, procedures and programs designed to promote compliance.  We monitor and coordinate globally while acting locally and 
establish relationships to assess and manage the effects of regulation on us.  See “Risk Factors” in Part I, Item 1A for more detail and 
examples of the regulation to which we are subject. 
Payments Oversight and Regulation.  Central banks and other 
regulators around the world either have established, or are seeking 
to establish, formal oversight over participants in the payments 
industry, as well as authority to regulate payments systems in their 
countries.  Such authority has resulted in certain of these entities 
regulating Mastercard as financial market infrastructure, as well as 
establishing oversight related to various aspects of our business 
(including areas such as consumer protections and cybersecurity).  
In the European Union (the “EU”), Mastercard is subject to systemic 
importance regulation, which includes various requirements we 
must meet, including obligations related to governance and risk 
management.  In the U.K., the Bank of England designated 
Vocalink™, our real-time account-based payments network 
platform, as a “specified service provider”, and Mastercard as a 
“recognized payment system”, which includes supervisions and 
examination requirements.  In addition, EU legislation requires us to 
separate our scheme activities (brand, products, franchise and 
licensing) from our switching activities and other processing in 
terms of how we go to market, make decisions and organize our 
structure.  Examples of other markets where Mastercard is formally 
overseen include Australia, Brazil, India, Mexico, South Africa and 
Canada.  Additionally, certain of our subsidiaries are also regulated 
as payments institutions and payment service providers, including 
as money transmitters.  This regulation subjects us to licensing 
obligations, regulatory supervision and examinations, as well as 
various business conduct and risk management requirements.
Interchange Fees.  Interchange fees that support the function and 
value of four-party payments systems like ours are being reviewed 
or challenged around the world via legislation to regulate 
interchange fees, competition-related regulatory proceedings, 
central bank regulation and litigation.  Examples include statutes in 
the U.S. that cap debit interchange for certain regulated activities, 
proposed legislation in the U.S. to extend routing mandates to 
credit, our settlement with the European Commission (the “EC”) 
resolving its investigation into our interregional interchange fees 
and the EU legislation capping consumer credit and debit 
interchange fees on payments issued and acquired within the 
European Economic Area  (the “EEA”).  For more detail, see “Risk 
Factors - Other Regulation” in Part I, Item 1A and Note 21 (Legal and 
Regulatory Proceedings) to the consolidated financial statements 
included in Part II, Item 8.
Key 2024 Developments
•
In May 2024, the state of Illinois passed the 
Interchange Fee Prohibition Act, which prohibits the 
assessment of interchange on the tax and gratuity 
portion of an electronic payment transaction.  This 
law is subject to litigation regarding its validity.
•
Legislation was introduced in the 117th U.S. Congress 
(2023-2024) that would extend routing mandates for 
Mastercard and Visa to credit.  The bill, which is no 
longer active but could be reintroduced in the new 
Congress, stipulated that the top two networks could 
not be enabled on the same card, leaving room for 
regional networks to serve as second options.  The bill 
proposed to mandate Mastercard provide 
authentication, tokenization or other security 
technology to competing networks, whether or not 
the transaction is switched by Mastercard.
•
In October 2024, the U.S. Consumer Financial 
Protection Bureau (CFPB) finalized a rule requiring 
data providers to make covered data available to 
consumers and authorized third parties, promoting 
industry standard-setting bodies recognized by the 
CFPB, and outlining obligations for third parties 
accessing data on behalf of consumers (including 
limitations on the collection, use and retention of 
covered data).  The rule provides for phased-in 
compliance deadlines, which start in April 2026 and 
are tiered based on institution size. 
•
In November 2024, in compliance with newly effective 
registration requirements under the Retail Payment 
Activities Act in Canada, Mastercard registered its 
entities that provide certain defined payment 
functions with the Bank of Canada.  These entities are 
required to implement operational risk, safeguarding 
of funds, and reporting frameworks under the Act by 
September 2025. 
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22     MASTERCARD 2024 FORM 10-K

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.  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. 
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. Office of Foreign Assets Control (“OFAC”) and the European Union.  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.  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”).  We take measures to prevent transactions that do not comply with 
OFAC and other applicable sanctions, including establishing a risk-based compliance program that has policies, procedures and 
controls designed to prevent us from having unlawful business dealings with prohibited countries, regions, individuals or entities.  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, 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. Bribery Act, 
which, among other things, generally prohibit giving or offering payments or anything of value for the purpose of improperly 
influencing a business decision or to gain an unfair business advantage.  We have implemented policies, procedures and internal 
controls to proactively manage corruption risk.
Issuer and Acquirer Practices Legislation and Regulation.  Our issuers and acquirers are subject to numerous regulations and 
investigations applicable to banks, financial institutions and other licensed entities, which can indirectly impact us.  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.  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.  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.  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.  
For example, in the U.S., we and our customers are respectively subject to, among other laws and regulations, Federal Trade 
Commission and federal banking agency information safeguarding requirements under the Gramm-Leach-Bliley Act (GLBA) that 
require, among other things, the maintenance of a written, comprehensive information security program and, increasingly, a 
number of state data and privacy laws.  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. 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.  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.  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.  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 
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MASTERCARD 2024 FORM 10-K     23

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.  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.  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.  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.  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.  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.  From time to time, we may use our corporate website as a channel of distribution of 
material company information.  Financial and other material information is routinely posted and accessible on the investor relations 
section of our corporate website.  You can also visit “Investor Alerts” in the investor relations section to enroll your email address to 
automatically receive email alerts and other information about Mastercard.
Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports are 
available for review, without charge, on the investor relations section of our corporate website as soon as reasonably practicable 
after they are filed with, or furnished to, the SEC.  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.
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24     MASTERCARD 2024 FORM 10-K

Item 1A. 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.
Central banks and similar regulatory bodies have increasingly established or further expanded their authority over certain aspects of 
payments systems such as ours, including obligations or restrictions with respect to the types of products and services that we may 
offer, the countries in which our products and services may be used, the way we structure and operate our business and the types of 
consumers and merchants who can obtain or accept our products or services.  Similarly, jurisdictions that regulate a particular 
product may consider extending their jurisdiction to other products.  For example, debit regulations could lead to regulation of credit 
products.  Moreover, several jurisdictions are demonstrating increased interest about the network fees we charge to our customers 
(in some cases as part of broader market reviews of retail payments), which could in the future lead to regulation relating to our 
network fees.  In several jurisdictions, we have been designated as a “systemically important payment system”, with other regulators 
considering similar designations.  This type of regulation and oversight is related to switching activities, and includes policies, 
procedures and requirements related to risk management, collateral, participant default, timely switching of financial transactions, 
and capital and financial resources.  Parts of our business have also been deemed as a “specified service provider” or considered 
“critical infrastructure”.  The impact to our business created by any new law, regulation or designation is magnified by the potential 
it has to be replicated in, or conflict with, other jurisdictions, or involve other products within any particular jurisdiction.
Our strategic expansion of our products and services has also created the need for us to obtain new types and increasing numbers of 
regulatory licenses, resulting in increased supervision and additional compliance burdens distinct from those imposed on our 
payment network activities.  For example, certain of our subsidiaries maintain money transfer licenses that typically impose 
supervisory and examination requirements, as well as capital, safeguarding, risk management and other business obligations.  
Increased regulation and oversight of payments systems, as well as increased exposure to regulation resulting from changes to our 
products and services, have resulted and may continue to result in significant compliance and governance burdens or otherwise 
increase our costs.  As a result, customers could be less willing to participate in our payments system and/or use our other products 
or services, reduce the benefits offered in connection with the use of our products (making our products less desirable to 
consumers), reduce the volume of domestic and cross-border transactions or other operational metrics, disintermediate us, impact 
our profitability and/or limit our ability to innovate or offer differentiated products and services, all of which could materially and 
adversely impact our financial performance.  In addition, any regulation that is enacted related to the type and level of network fees 
we charge our customers could also materially and adversely impact our results of operations.  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 
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MASTERCARD 2024 FORM 10-K     25

changes, which could negatively impact us.  Moreover, failure to comply with the laws and regulations to which we are subject could 
result in fines, sanctions, civil damages or other penalties, which could materially and adversely affect our overall business and 
results of operations, as well as have an impact on our brand and reputation.
Increased activity with respect to interchange rates could have an adverse impact on our business.
Interchange rates are a significant component of the costs that merchants pay in connection with the acceptance of products 
associated with our payment network.  Although we do not earn revenues from interchange, interchange rates can impact the 
volume of transactions we see on our payment products.  If interchange rates are too high, merchants may stop accepting our 
products or route transactions away from our network.  If interchange rates are too low, issuers may stop promoting our products 
and services, eliminate or reduce loyalty rewards programs or other account holder benefits (e.g., free checking or low interest rates 
on balances), or charge fees to account holders (e.g., annual fees or late payment fees).
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.
If issuers cannot collect or we are required to reduce interchange rates, issuers may be less willing to participate in our four-party 
payments system.  Alternatively, they may reduce the benefits associated with our products, choose to charge higher fees to 
consumers to attempt to recoup a portion of the costs incurred for their services, or seek a fee reduction from us to decrease the 
expense of their payment programs (particularly if regulation has a disproportionate impact on us as compared to our competitors in 
terms of the fees we can charge).  These and other impacts could make our products less desirable to consumers, limit our ability to 
innovate or offer differentiated products, and/or make proprietary three-party networks or other forms of payment more attractive, 
ultimately reducing the volume of transactions over our network and our profitability.
We are devoting substantial resources to defending our right to establish interchange rates in regulatory proceedings, litigation and 
legislative activity.  The potential outcome of any of these activities could have a more positive or negative impact on us relative to 
our competitors.  If we are ultimately unsuccessful in defending our ability to establish interchange rates, any resulting legislation, 
regulation and/or litigation may have a material adverse impact on our overall business and results of operations.  In addition, 
regulatory proceedings and litigation could result (and in some cases has resulted) in us being fined and/or having to pay civil 
damages, the amount of which could be material.
Limitations on our ability to restrict merchant surcharging could materially and adversely impact our results of operations.
We have historically implemented policies, referred to as no-surcharge rules, in certain jurisdictions, including the U.S. and Canada, 
that prohibit merchants from charging higher prices to consumers who pay using our products instead of other means.  Authorities 
in several jurisdictions have acted to end or limit the application of these no-surcharge rules (or indicated interest in doing so).  
Additionally, our no-surcharge rules now permit U.S. and Canadian merchants to surcharge credit cards (subject to certain 
limitations).  If, over time, an increased number of merchants choose to surcharge as permitted, this could result in consumers 
viewing our products less favorably and/or using alternative means of payment.  These responses could result in a decrease in our 
overall transaction volumes, which in turn could materially and adversely impact our results of operations.
Preferential or Protective Government Actions
Preferential or protective government actions related to domestic payment services could adversely affect our ability to maintain 
or increase our revenues.
Governments in some countries have acted, or in the future may act, to provide resources, preferential treatment or other 
protection to selected national or domestic payment and switching providers, or have created, or may in the future create, their own 
national provider.  These actions may displace us from, prevent us from entering into, or substantially restrict us from participating 
in, particular geographies, and may prevent us from competing effectively against those providers.  For example:
•
Governments in some countries have implemented, or may implement, regulatory requirements that mandate switching of 
domestic payments either entirely in that country or by only domestic companies. 
•
Some jurisdictions have implemented, or are considering implementing, 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 
as well as increased compliance burdens and other costs. 
•
Geopolitical events and any resulting OFAC sanctions, adverse trade policies, enforcement of U.S. laws related to countering the 
financing of terrorism, economic sanctions and anti-corruption, or other types of government actions could lead affected or 
other jurisdictions to take actions in response that could adversely affect our business.  Moreover, because of various concerns 
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26     MASTERCARD 2024 FORM 10-K

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.  
Such developments prevent us from utilizing our global switching capabilities for domestic or regional customers.  In addition, to the 
extent a jurisdiction determines us not to be in compliance with regulatory requirements (including those related to data 
localization), we have been, and may again in the future be, subject to resource and time pressures in order to come back into 
compliance.  Our inability to effect change in, or work with, these jurisdictions could adversely affect our ability to maintain or 
increase our revenues and extend our global brand. 
Additionally, some jurisdictions have implemented, or may implement, foreign ownership restrictions, which could potentially have 
the effect of forcing or inducing the transfer of our technology and proprietary information as a condition of access to their markets.  
Such restrictions could adversely impact our ability to compete in these markets.  
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.
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.  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.  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.  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.  
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.  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.  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.
As a user and deployer of AI technology, we are also subject to increasing and evolving laws and regulations related to AI 
governance, including the EU AI Act, and new applications of existing laws and regulations to AI.  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.  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.  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.   
Further, as we acquire new companies and develop integrated and personalized products and services to meet the needs of a 
changing marketplace, we have expanded and may further expand our data profile through additional data types and sources, across 
multiple channels, and involving new partners.  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.  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.
New requirements and rules, or changing interpretations of existing requirements in these areas, or the development of new 
regulatory schemes related to the digital economy in general, may also increase our costs and/or restrict our ability to leverage data 
or use AI for innovation.  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 
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MASTERCARD 2024 FORM 10-K     27

issuing payment products or using information products, which may, in turn, decrease the number of our products that they offer.  
While we intend to comply with all regulatory requirements, innovate responsibly and deploy Privacy by Design, Data by Design and 
AI Governance approaches to all of our product development, the speed and pace of changes in laws (as well as stakeholder 
interests) may not allow us to meet rapidly evolving regulatory and stakeholder expectations.  Any of these developments could 
materially and adversely affect our overall business and results of operations. 
Other Regulation 
Regulations that directly or indirectly apply to Mastercard as a result of our participation in the global payments industry may 
materially and adversely affect our overall business and results of operations.
We are subject to regulations that affect the payments industry in the many jurisdictions in which our products and services are 
used.  Many of our customers are also subject to regulations applicable to banks and other financial institutions that, at times, 
consequently affect us.  Such regulation has increased significantly in the last several years (as described in “Business - Government 
Regulation” in Part I, Item 1).  Examples include:
•
Anti-Money Laundering, Countering the Financing of Terrorism, Economic Sanctions and Anti-Corruption.  We are subject to 
AML and CFT laws and regulations globally.  Economic sanctions programs administered by OFAC restrict financial transactions 
and other dealings with certain countries and geographies, and persons and entities.  We are also subject to anti-corruption laws 
and regulations globally, which, among other things, generally prohibit giving or offering payments or anything of value for the 
purpose of improperly influencing a business decision or to gain an unfair business advantage.  
•
Account-based Payments Systems.  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.  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.
Increased regulatory focus on us has resulted and may continue to result in significant compliance and governance burdens or 
otherwise increase our costs.  Similarly, increased regulatory focus on our customers and other stakeholders may cause them to 
reduce the volume of transactions processed through our systems, or may otherwise impact the competitiveness of our products.  
Actions by regulators could influence other organizations around the world to enact or consider adopting similar measures, 
amplifying any potential compliance burden.  Additionally, our compliance with new economic sanctions and related laws with 
respect to particular jurisdictions or customers could result in a loss of business, which could be significant.  Moreover, while our 
risk-based compliance program obligates issuers and acquirers to comply with U.S., EU and local sanctions programs (among other 
obligations), the failure of those issuers and acquirers to identify potential non-compliance issues either during or after their 
customer onboarding processes could ultimately impact our compliance with economic sanctions and related laws.  Finally, failure to 
comply with the laws and regulations discussed above to which we are subject could result in fines, sanctions or other penalties.  In 
particular, a violation and subsequent judgment or settlement against us, or those with whom we may be associated, under 
economic sanctions and AML, CFT, and anti-corruption laws could subject us to substantial monetary penalties, damages, and/or 
have a significant reputational impact.  Each instance may individually or collectively materially and adversely affect our financial 
performance and/or our overall business and results of operations, as well as have an impact on our reputation.
We could be subject to adverse changes in tax laws, regulations and interpretations or challenges to our tax positions.
We are subject to tax laws and regulations of the U.S. federal, state and local governments as well as various non-U.S. jurisdictions. 
Current and potential future changes in existing tax laws, including regulatory guidance, are continuously being considered and have 
been or may be enacted (such as guidelines issued by the Organization for Economic Co-operation and Development (OECD) which 
impact how multinational enterprises are taxed on their global profits).  These changes have and in the future may continue to have 
an impact on our effective income tax rate and tax payments.  Similarly, changes in tax laws and regulations that impact our 
customers and counterparties, or the economy generally, have impacted and may continue to impact us. 
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.
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.
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28     MASTERCARD 2024 FORM 10-K

Litigation
Liabilities or business limitations resulting from litigation could materially and adversely affect our results of operations.
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).  In the event we are found liable in 
any material litigations or proceedings (particularly in a large class-action lawsuit or on the basis of an antitrust claim entitling the 
plaintiff to treble damages or under which we were jointly and severally liable), we could be subject to significant damages, which 
could have a material adverse impact on our overall business and results of operations.
Certain limitations have been placed on our business because of litigation and litigation settlements, such as changes to our no-
surcharge rule in the U.S. and Canada.  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.
Business and Operations
Competition and Technology
Substantial and intense competition worldwide in the global payments industry may materially and adversely affect our overall 
business and results of operations.
The global payments industry is highly competitive.  Our payment programs compete against competitors both within and outside of 
the global payments industry and compete in all payment categories, including paper-based payments and all forms of electronic 
payments.  We compete against general purpose payments networks, debit and local networks, ACH and real-time account-based 
payments systems, digital wallets and other fintechs (focused on online activity across various channels and processing payments 
using in-house capabilities), digital public infrastructure and other government-backed solutions and digital currencies.  We also face 
competition from companies that provide alternatives to our services and other solutions. 
Our traditional competitors may have substantially greater financial and other resources than we have, may offer a wider range of 
programs, services, and payment capabilities than we offer or may use more effective advertising and marketing strategies to 
achieve broader brand recognition and merchant acceptance than we have.  They may also introduce their own innovative 
programs, services and capabilities that adversely impact our growth.  
Certain of our competitors to our payment network operate three-party payments systems with direct connections to both 
merchants and consumers, potentially providing competitive advantages.  If we continue to attract more regulatory scrutiny than 
these competitors because we operate a four-party system, or we are regulated because of the system we operate in a way in which 
our competitors are not, we could lose business to these competitors.  See “Business - Competition” in Part I, Item 1.
Certain of our competitors have developed alternative, e-commerce and/or mobile device payments systems, as well as physical 
store locations.  A number of these competitors rely principally on technology to support their services that provides cost 
advantages, and as a result may benefit from lower costs than we do.  Many of these competitors are also able to use existing 
payment networks without being subject to many of the associated costs.  Moreover, these competitors also occupy various roles in 
the payments ecosystem that enable them to influence payment choice of other participants.  With respect to government-backed 
solutions, including those involving DPI, government participation in structures could prevent us from entering into, or substantially 
restrict us from participating in, particular geographies.  Any of these factors could put us at a competitive disadvantage.  
Our ability to compete may also be affected by regulatory and legislative initiatives, as well as the outcomes of litigation, 
competition-related regulatory proceedings and both central bank and legislative activity.  
If we are not able to differentiate ourselves from our competitors, drive value for our customers and/or effectively align our 
resources with our goals and objectives, we may not be able to compete effectively against these threats.  Our failure to compete 
effectively against any of the foregoing threats could materially and adversely affect our overall business and results of operations.
Disintermediation from stakeholders both within and outside of the payments value chain could harm our business.
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.
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MASTERCARD 2024 FORM 10-K     29

•
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.  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.  Moreover, as central banks experiment with CBDCs, policies and design 
considerations that governments adopt could impact the extent of our role in facilitating CBDC-based payment transactions, 
potentially impacting the transactions that we may process over our network.
•
Payments industry participants continue to invest in and develop alternative capabilities, such as account-based payments, which 
could facilitate P2M transactions that compete with both our payment network and our additional payments capabilities. 
•
Fintechs and technology companies could develop platforms or networks that disintermediate us from digital payments as well 
as develop products or services that compete with our customers and could diminish demand for our products and services.  In 
addition, we face a heightened risk that data we share with these companies as part of our products and services could be used 
in a way that could put us at a competitive disadvantage.
•
Payments industry participants may merge, create joint ventures or form other business combinations that may strengthen their 
existing business services, leverage other business models to create a competitive edge over us or create new payment products 
and services that compete with our products and services.
•
Regulation may disintermediate issuers by enabling third-party providers opportunities to route payment transactions toward 
their own forms of payment by offering account information or payment initiation services directly to our product users.  Such 
regulation may also provide these processors with the opportunity to commoditize the data that are included in the transactions 
they are servicing.  Disintermediation of our customers’ business could diminish demand for our products and services.
Our failure to compete effectively against any of the foregoing competitive threats could materially and adversely affect our overall 
business and results of operations.
Continued intense pricing pressure may materially and adversely affect our overall business and results of operations.
In order to increase transaction volumes, enter new markets and expand our products and services, we seek to enter into business 
agreements with customers through which we offer incentives, pricing discounts and other support that promote our products.  In 
order to stay competitive, we may have to increase the amount of these incentives and pricing discounts so as to meet customer 
demand for better pricing arrangements and greater rebates and incentives.  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.
In the future, we may not be able to enter into agreements with our customers if they require terms that we are unable or unwilling 
to offer, and we may be required to modify existing agreements in order to maintain relationships and compete with others in the 
industry.  Some of our competitors are larger with greater financial resources and accordingly may be able to charge lower prices.  In 
addition, to the extent that we offer discounts or incentives under such agreements, we will need to further increase transaction 
volumes or the amount of services provided in order to benefit from such agreements and to increase revenue and profit, and we 
may not be successful in doing so, particularly in the current regulatory environment.  Our customers also may implement cost 
reduction initiatives that reduce or eliminate payment product marketing or increase requests for greater incentives or greater cost 
stability.  In addition to decisions made by competitors and customers, we also face pressure from pricing regulation and litigation.  
Additionally, we face pricing pressure related to real-time account-based payment schemes.  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.
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). 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.  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 
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30     MASTERCARD 2024 FORM 10-K

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.  Any of these developments could impact our ability to develop and adopt new 
technologies, as well as improve and keep pace with current technologies and reflect such technology in our payments offerings. 
Moreover, regulatory or government requirements could continue to require us to host and deliver certain products and services on-
soil in certain markets.  As a result, we may need to alter our technology and delivery model, potentially resulting in additional 
expenses and/or other operational impacts. 
Our future success will depend, in part, on our ability to anticipate, develop or adapt to technological changes and evolving industry 
standards.  If we fail to sufficiently develop and adopt new technologies, or improve and keep pace with current technologies and 
reflect such technology in our payments offerings, our payments offerings could be negatively impacted and/or we could be put at a 
competitive disadvantage.  This could impact our ability to compete with new technologies and products, as well as encourage 
customers that use our technology to enhance and deliver their payment-related products and services (including fintechs and 
technology companies) to use their own technology to compete against us.  These developments could lead to a decline in the use of 
our technology, products and services, which could have a material adverse impact on our overall business and results of operations.
Operating a real-time account-based payments network presents risks that could materially affect our business.
U.K. regulators have designated Vocalink, our real-time account-based payments network platform, to be a “specified service 
provider” and regulators in other countries may in the future expand their regulatory oversight of real-time account-based payments 
systems in similar ways.  Any prolonged service outage on this network could result in quickly escalating impacts, including potential 
intervention by the Bank of England and significant reputational risk to Vocalink and us.  For a discussion of related regulatory risks, 
see our risk factor in “Risk Factors - Payments Industry Regulation” in this Part I, Item 1A.  Furthermore, the complexity of this 
payment technology requires careful management to address information security vulnerabilities that are different from those faced 
on our payment network.  Operational difficulties, such as the temporary unavailability of our services or products, or information 
security breaches on our real-time account-based payments network could cause a loss of business for these products and services, 
result in potential liability for us and adversely affect our reputation.
Working with new customers and end users as we continue to expand our products and services can present operational and 
onboarding challenges, be costly and result in reputational damage if the new products or services do not perform as intended.
The payments markets in which we compete are characterized by rapid technological change, new product introductions, evolving 
industry standards and changing customer and consumer needs.  In order to remain competitive and meet the needs of the 
payments markets, we are continually involved in developing and implementing complex multi-rail solutions and diversifying our 
products and services.  These efforts carry the risks associated with any diversification initiative, including cost overruns, delays in 
delivery and performance problems.  These projects also carry risks associated with working with different types of customers (such 
as corporations that are not financial institutions, non-governmental organizations (NGOs) and new end users).  These differences 
may present new operational challenges, such as enhanced infrastructure and monitoring for less regulated customers.
Our failure to effectively design and deliver these products and services could make our other offerings less desirable to these 
customers, or put us at a competitive disadvantage.  In addition, if there is a delay in the implementation of our products or services 
(which could include compliance obligations, such as AML and CFT, and licensing requirements for applicable products and services), 
if our products or services do not perform as anticipated, or we are unable to otherwise adequately anticipate risks related to new 
types of customers, we could face additional regulatory scrutiny, fines, sanctions or other penalties, which could materially and 
adversely affect our overall business and results of operations, as well as negatively impact our brand and reputation.
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.
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.  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.  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 
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MASTERCARD 2024 FORM 10-K     31

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.
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.  Our 
customers and other parties in the payments value chain, as well as account holders, rely on our digital technologies, computer 
systems, software and networks to conduct their operations.  In addition, to access our products and services, our customers and 
account holders increasingly use personal smartphones, tablet PCs and other mobile devices that may be beyond our control.  We, 
like other financial technology organizations, routinely are subject to cyber-threats and our technologies, systems and networks, as 
well as the systems of our third-party providers, have been subject to attempted cyber-attacks.  Because of our position in the 
payments value chain, we believe that we are likely to continue to be a target of such threats and attacks.  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.  However, 
future attacks or breaches could lead to security breaches of the networks, systems (including third-party provider systems) or 
devices that our customers use to access our products and services, which in turn could result in the unauthorized disclosure, 
release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary, sensitive and personal information (including 
account data information) or data security compromises.  Such attacks or breaches could also cause service interruptions, 
malfunctions or other failures in the physical infrastructure, networks or operations systems that support our business and 
customers (such as the lack of availability of our services), as well as the operations of our customers or other third parties.  In 
addition, they could lead to damage to our reputation with our customers, other stakeholders and the broader payments ecosystem, 
additional costs to us (such as repairing systems, adding new personnel or protection technologies or compliance costs), regulatory 
penalties, financial losses to both us and our customers and partners and the loss of customers and business opportunities.  These 
consequences could be further pronounced in jurisdictions in which we are deemed critical national infrastructure.  If such attacks 
are not detected immediately, or disclosed as required by law, their effect could be compounded.
In addition to information security risks for our systems and networks, we also routinely encounter account data compromise events 
involving merchants and third-party payment processors that process, store or transmit payment transaction data, which affect 
millions of Mastercard, Visa, Discover, American Express and other types of account holders.  Further events of this type may subject 
us to reputational damage and/or lawsuits involving payment products carrying our brands.  Damage to our reputation or brands 
resulting from an account data breach of our systems and networks or those of our customers, merchants and other third parties 
could decrease the use and acceptance of our products and services.  Such events could also slow or reverse the trend toward 
electronic payments.  In addition to reputational concerns, the cumulative impact of multiple account data compromise events could 
increase the impact of the fraud resulting from such events by, among other things, making it more difficult to identify consumers.  
Moreover, while most of the lawsuits resulting from account data breaches do not involve direct claims against us and while we have 
releases from many issuers and acquirers, we could still face damage claims, which, if upheld, could materially and adversely affect 
our results of operations.  While we offer security solutions that are designed to prevent, detect and respond to fraud and cyber-
attacks, there can be no assurance that such security solutions will perform as expected or address all possible security threats.  Real 
or perceived defects, failures, errors or vulnerabilities in our security solutions could adversely impact our reputation, customer 
confidence in our solutions and our business and may subject us to litigation, governmental audits and investigation or other 
liabilities.  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.  Criminals are 
using increasingly sophisticated methods to capture consumer personal information to engage in illegal activities such as 
counterfeiting or other fraud and may see their effectiveness enhanced by the use of AI.  As outsourcing and specialization become 
common in the payments industry, there are more third parties involved in processing transactions using our payment products.  We 
continue to take measures to make card and digital payments more secure.  However, increased fraud levels and cyber-attacks 
involving our products, services and/or network, or misconduct or negligence by third parties switching or otherwise servicing our 
products and services could damage our reputation and reduce the use and acceptance of our products and services and/or increase 
our compliance costs.  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. 
Despite various mitigation efforts that we undertake, there can be no assurance that we, or third parties with which we work, will 
not suffer material breaches and resulting losses in the future.  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 
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32     MASTERCARD 2024 FORM 10-K

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.  Our risk and exposure to these matters remain heightened due to, among other things, the evolving 
nature of these threats, our prominent role in the global payments ecosystem, our continued implementation of our strategic 
priorities, our extensive use of third-party vendors and potential vulnerabilities from previous and future acquisitions, strategic 
investments or related opportunities.  As a result, we remain focused on the continued development and enhancement of our 
controls, processes and practices designed to protect our computer systems, software, data and networks from attack, damage or 
unauthorized access.  As cyber-threats continue to evolve, we may be required to expend significant additional resources to 
continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.  
Any of the risks described above could materially adversely affect our overall business and results of operations.
Service disruptions that cause us to be unable to process transactions or service our customers could reduce our operational 
resilience and materially affect our overall business and results of operations.
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 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.  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.  
Although we maintain an enterprise resiliency program to analyze risk, assess potential impacts, and develop effective response 
strategies, we cannot ensure that our business would be immune to these risks.  Due to the intrinsic importance of our switching 
systems to our business, any interruption or degradation could adversely affect the perception of the reliability of products carrying 
our brands and materially adversely affect our overall business and our results of operations.
Stakeholder Relationships
Losing a significant portion of business from one or more of our largest customers could lead to significant revenue decreases in 
the longer term, which could have a material adverse impact on our business and our results of operations.
Many of our customer relationships are not exclusive.  Our customers can reassess their future commitments to us subject to the 
terms of our contracts, and they separately may develop their own services that compete with ours.  Our business agreements with 
these customers may not ultimately reduce the risk (inherent in our business) that customers may terminate their relationships with 
us in favor of relationships with our competitors, or for other reasons, or might not meet their contractual obligations to us.
In addition, a significant portion of our revenue is concentrated among our five largest customers.  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. 
While we have exclusive, or nearly-exclusive, relationships with certain of our customers to issue payment products, other 
customers have similar exclusive, or nearly-exclusive, relationships with our competitors.  These relationships may make it difficult 
or cost-prohibitive for us to do significant amounts of business with these customers to increase our revenues.  In addition, these 
customers may be more successful and may grow faster than the customers that primarily issue our payment products, which could 
put us at a competitive disadvantage.  Furthermore, we earn substantial revenue from customers with nearly-exclusive relationships 
with our competitors.  Such relationships could provide advantages to the customers to shift business from us to the competitors 
with which they are principally aligned.  A significant loss of our existing revenue or transaction volumes from these customers could 
have a material adverse impact on our business.
Consolidation amongst our customers could materially and adversely affect our overall business and results of operations.
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.  If significant consolidation among customers were to continue, it could result in the substantial loss of 
business for us, which could have a material adverse impact on our business and prospects.  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 
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MASTERCARD 2024 FORM 10-K     33

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.
While we work directly with many stakeholders in the payments system (including merchants, governments, fintechs and large 
digital companies and other technology companies), we are, and will continue to be, significantly dependent on our relationships 
with our issuers and acquirers and their respective relationships with account holders and merchants to support our programs and 
services.  Furthermore, we depend on our issuing partners and acquirers to continue to innovate to maintain competitiveness in the 
market.  We do not issue cards or other payment devices, extend credit to account holders or determine the interest rates or other 
fees charged to account holders.  Each issuer determines these and most other competitive payment program features.  In addition, 
we do not establish the discount rate that merchants are charged for acceptance, which is the responsibility of our acquiring 
customers.  As a result, our business significantly depends on the continued success and competitiveness of our issuing and acquiring 
customers and the strength of our relationships with them.  In turn, our customers’ success depends on a variety of factors over 
which we have little or no influence, including economic conditions in global financial markets or their disintermediation by 
competitors or emerging technologies, as well as regulation.  If our customers become financially unstable, we may lose revenue or 
we may be exposed to settlement risk.  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.  Because we do not provide domestic 
switching services in these countries or have direct relationships with account holders, we depend on our close working relationships 
with our customers to effectively manage our brands, and the perception of our payments system, among consumers in these 
countries.  We also rely on these customers to help manage our brands and perception among regulators and merchants in these 
countries, alongside our own relationships with them.  From time to time, our customers may take actions that we do not believe to 
be in the best interests of our payments system overall, which may materially and adversely impact our business.
Merchants’ continued focus on acceptance costs may lead to additional litigation and regulatory proceedings and/or increase our 
incentive program costs, which could materially and adversely affect our profitability.
Merchants are important constituents in our payments system.  We rely on both our relationships with them, as well as their 
relationships with our issuer and acquirer customers, to continue to expand the acceptance of our products and services.  We also 
work with merchants to help them enable new sales channels, create better purchase experiences, improve efficiencies, increase 
revenues and fight fraud.  In the retail industry, we believe a set of larger merchants with increasingly global scope and influence are 
having a significant impact on all participants in the global payments industry, including Mastercard.  Some large merchants have 
supported the legal, regulatory and legislative challenges to interchange fees that Mastercard has been defending, including the U.S. 
merchant litigations.  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.
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.  As merchants consolidate and become even larger, we may have to increase the amount of 
incentives that we provide to certain merchants, which could materially and adversely affect our results of operations.  Competitive 
and regulatory pressures on pricing could make it difficult to offset the costs of these incentives.  Additionally, if the rate of 
merchant acceptance growth slows, our business could suffer.
Our work with governments exposes us to risks that could have a material impact on our business and results of operations.
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.  Changes in governmental priorities or other political 
developments, including disruptions in governmental operations, could impact approved funding and result in scope changes or 
termination of the arrangements or contracts we or financial institutions enter into with respect to our products and services.
•
Our work with governments is heavily regulated, subjecting us to additional potential exposure under U.S. and international anti-
corruption laws (including the U.S. 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.  
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34     MASTERCARD 2024 FORM 10-K

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.  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 negative publicity or negative association with a government entity, regardless of its accuracy, may adversely 
affect our reputation.  In addition, threat intelligence gathering services provided to governments through our acquisition of 
Recorded Future could negatively impact how we are viewed by other jurisdictions. 
Any of the above issues could have a material or adverse impact to our overall business and/or results of operations. 
Global Economic and Political Environment
Global economic, political, financial and societal events or conditions could result in a material and adverse impact on our overall 
business and results of operations.
Adverse economic trends.  Adverse economic trends in key countries in which we operate may adversely affect our financial 
performance.  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.  We switch substantially all cross-border transactions using Mastercard, Maestro and Cirrus-branded 
cards and generate a significant amount of revenue from cross-border volume fees and fees related to switched transactions.  
Revenue from switching cross-border and currency conversion transactions for our customers fluctuates with the levels and 
destinations of cross-border travel and our customers’ need for transactions to be converted into their base currency.  Cross-border 
activity has been, and may continue to be, adversely affected by world geopolitical, economic, health, weather and other conditions.  
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.  
Additionally, any regulation of interregional interchange fees could also negatively impact our cross-border activity (for example, the 
targets announced by the G20 Financial Stability Board related to cross-border payments).  In each case, decreased cross-border 
activity could decrease the revenue we receive.  
Russia’s invasion of Ukraine.  In addition to the cross-border impacts described above, our compliance with sanctions and our 
decision to suspend our business operations in Russia has led, and could further lead, to other legal ramifications and operational 
challenges, including fines, the nationalization of our subsidiary and any resulting impacts, and/or lawsuits.
Standards.  Our operations as a global payments network rely in part on global interoperable standards to help facilitate payments.  
To the extent geopolitical events or government intervention result in jurisdictions no longer participating in the creation or 
adoption of these standards, or the creation of competing standards, our products and services could be negatively impacted.
Any of these developments potentially could have a material adverse impact on our overall business and results of operations.
PART I
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MASTERCARD 2024 FORM 10-K     35

Adverse currency fluctuations and foreign exchange controls could negatively impact our results of operations. 
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.  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. 
In addition, the revenue we generate in entities with non-U.S. dollar functional currencies is subject to unpredictable currency 
fluctuations, including where the values of other currencies change relative to the U.S. dollar.  If the U.S. dollar strengthens 
compared to currencies in which we generate revenue, this revenue may be translated at a materially lower amount than expected.  
Furthermore, we may become subject to exchange control regulations that might restrict or prohibit the conversion into U.S. dollars 
of our other revenue currencies and financial assets.
The occurrence of currency fluctuations or exchange controls could have a material adverse impact on our results of operations.
Brand, Reputational Impact and Environmental, Social and Governance
Negative brand perception may materially and adversely affect our overall business.
Our brands and their attributes are key assets of our business.  The ability to attract consumers to our branded products and retain 
them depends upon the external perception of us and our industry:
•
Our business may be affected by actions taken by our customers, merchants or other organizations that impact the perception of 
our brands or the payments industry in general.  From time to time, our customers may take actions that we do not believe to be 
in the best interests of our brands, such as creditor practices that may be viewed as “predatory”.  Moreover, adverse 
developments with respect to our industry or the industries of our customers or other companies and organizations that use our 
products and services (including certain legally permissible but high-risk merchant categories, such as adult content, firearms, 
alcohol and tobacco) may also, by association, impair our reputation, or result in greater public, regulatory or legislative scrutiny, 
as well as potential litigation.  We may also face similar scrutiny to the extent that we are unable to detect and/or prevent illegal 
activities using our payment products or otherwise occurring over our network.    
•
Under some circumstances, our use of social media, or the use of social media by others as a channel for criticism or other 
purposes, could also cause rapid, widespread reputational harm to our brands by disseminating rapidly and globally actual or 
perceived damaging information about us, our products or merchants or other end users who utilize our products. 
•
We are headquartered in the U.S.  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.
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.  We 
often partner with other consumer brands on payment solutions, including large digital companies and other technology companies 
who are our customers and use our networks to build their own acceptance brands.  In some cases, our brand may not be featured 
in the payment solution or may be secondary to other brands.  Additionally, as part of our relationships with some issuers, our 
payment brand is only included on the back of the card.  As a result, our brand may either be invisible to consumers or may not be 
the primary brand with which consumers associate the payment experience.  This brand invisibility, or any consumer confusion as to 
our role in the consumer payment experience, could decrease the value of our brand, which could adversely affect our business. 
Environmental, social and governance matters and related stakeholder reaction may impact our reputation, increase legal 
exposure and/or have other business impacts, which could adversely affect our overall business and/or results of operations. 
Our brand and reputation are associated with the ways in which we impact environmental, social and governance matters.  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.  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.  We have also increasingly been receiving negative 
feedback from anti-environmental, social and governance stakeholders in opposition to such initiatives.  Stakeholders from both 
PART I
ITEM 1A. RISK FACTORS
 
36     MASTERCARD 2024 FORM 10-K

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.
In addition, various jurisdictions are increasingly adopting or considering laws, regulations and oversight expectations that have or 
would impact us pertaining to environmental, social and governance matters, including required corporate reporting and 
disclosures.  These requirements have resulted in, and are likely to continue to result in, increased compliance costs for our business 
and supply chain, which may increase our operating costs.  
Moreover, as governments, investors and other stakeholders face pressure to address climate change and other environmental, 
social and governance matters, these stakeholders may express new expectations and focus investments in ways that could cause 
significant shifts in commerce and consumption behaviors.  The impact of and uncertainty that could result from such shifts could 
ultimately impact our business. 
Any of the above issues could have a material or adverse impact to our overall business and/or results of operations.
Talent and Culture
We may not be able to attract and retain a highly qualified workforce, or maintain our corporate culture, which could harm our 
overall business and results of operations.
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.  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.  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.  Further, changes in and enforcement of immigration and work permit 
laws and visa regulations have made it difficult for employees to work in, or transfer among, jurisdictions where we operate, 
potentially impairing our ability to attract and retain talent.  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, and may have different career motivations (such as pursuing project-based work or other gig opportunities, as 
opposed to linear career paths).  Additionally, employees may require different levels of support as to re-skilling and upskilling in 
order to adapt to advancements in our industry and changes in technology.  Further, certain current and prospective employees may 
have expectations as to positions we take on environmental, social and governance matters.  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.   
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.
Any one or more of the above could harm our overall business and results of operations. 
Acquisitions and Strategic Investments
Our efforts to enter into acquisitions, strategic investments or new businesses could be impacted or prevented by regulatory 
scrutiny and could otherwise result in issues that could disrupt our business and harm our results of operations or reputation.
We continue to evaluate our strategic acquisitions of, and investments in, complementary businesses, products or technologies.  As 
we do so, we face increasing regulatory scrutiny with respect to antitrust, national security and other considerations that could 
impact these efforts.  We also face competition for acquisition targets due to the nature of the market for technology companies.  As 
a result, we could be prevented from successfully completing such acquisitions in the future.  If we are not successful in these 
efforts, we could lose strategic opportunities that are dependent, in part, on inorganic growth.  
To the extent we do make these acquisitions, we may not be able to successfully partner with or integrate them, despite original 
intentions and focused efforts.  Such an integration also may divert management’s time and resources from our core business and 
disrupt our operations.  Moreover, we have spent, and may continue to spend, time and money on acquisitions or projects that do 
PART I
ITEM 1A. RISK FACTORS
 
MASTERCARD 2024 FORM 10-K     37

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.  Additionally, to the extent we pay the purchase price of any 
acquisition in cash, it would reduce our cash reserves available to us for other uses, and to the extent the purchase price is paid with 
our stock, it could be dilutive to our stockholders.  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.
Any acquisition, investment or entry into a new business could subject us to new regulations or legal requirements, both directly as a 
result of the new business as well as in the other existing parts of our business, with which we would need to comply.  This 
compliance could increase our costs, and we could be subject to liability or reputational harm to the extent we cannot meet any 
such compliance requirements.  Additionally, targets that we acquire have had, and may in the future have, data practices that do 
not initially conform to our privacy, data protection and information security standards and data governance model, which could 
lead to regulatory scrutiny and reputational harm.  These targets also have resulted in, and may in the future lead to, information 
security vulnerabilities for us.  
Settlement and Third-Party Obligations
Our role as guarantor, as well as other contractual obligations and discretionary actions, expose us to risk of loss or illiquidity.
We are a guarantor of certain third-party obligations, including those of certain of our customers and service providers.  In this 
capacity, we are exposed to credit and liquidity risks.  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.  Concurrent 
settlement failures of more than one of our larger customers or of several smaller customers either on a given day or over a 
condensed period of time may exceed our available resources.  In 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. 
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.
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.
Provisions contained in our amended and restated certificate of incorporation and bylaws and Delaware law could be considered 
anti-takeover provisions, including provisions that could delay or prevent entirely a merger or acquisition that our stockholders 
consider favorable.  These provisions may also discourage acquisition proposals or have the effect of delaying or preventing entirely 
a change in control, which could harm our stock price.  For example, subject to limited exceptions, our amended and restated 
certificate of incorporation prohibits any person from beneficially owning more than 15% of any of the Class A common stock or any 
other class or series of our stock with general voting power, or more than 15% of our total voting power.  In addition:
•
our stockholders are not entitled to the right to cumulate votes in the election of directors
•
our stockholders are not entitled to act by written consent
•
any representative of a Mastercard or Mastercard Foundation competitor is disqualified from service on our board of directors
Mastercard Foundation’s substantial stock ownership, and restrictions on its sales, may impact corporate actions or acquisition 
proposals favorable to, or favored by, the other public stockholders.
As of December 31, 2024, Mastercard Foundation owned shares of Class A common stock representing approximately 9.4% of our 
general voting power.  Historically, Mastercard Foundation had been restricted from selling or otherwise transferring its shares of 
Class A common stock prior to May 1, 2027, except to the extent necessary to satisfy its charitable disbursement requirements, for 
which purpose earlier sales were permitted and had occurred.  In July 2023, pursuant to an application in consultation with 
Mastercard, Mastercard Foundation received court approval to advance that date to January 1, 2024.  As a result, Mastercard 
Foundation is now permitted to sell all or part of its remaining shares, subject to certain conditions.  In March 2024, Mastercard 
Foundation began selling shares pursuant to an orderly and structured plan to diversify its Mastercard shares over a seven-year 
PART I
ITEM 1A. RISK FACTORS
 
38     MASTERCARD 2024 FORM 10-K

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.  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.  In addition, because Mastercard Foundation 
intends to sell its shares over an extended period of time, it may not have the same interest in short or medium-term movements in 
our stock price as, or incentive to approve a corporate action that may be favorable to, our other stockholders. 
Item 1B. Unresolved staff comments
Not applicable.
Item 1C. Cybersecurity
Cybersecurity program 
As a technology company in the global payments industry entrusted with the safeguarding of sensitive information (including 
personal information), cybersecurity risk management is an integral part of our overall enterprise risk management program.  A 
robust program to protect our network from cyber and information security threats is critical to managing risk effectively.  Our 
network and platforms incorporate multiple layers of protection, providing greater resiliency and security protection.  Our programs 
are assessed by third parties and incorporate benchmarking and other data from peer companies and consultants.  We engage in 
many efforts to mitigate information security challenges, including maintaining an information security program, an enterprise 
resilience program and insurance coverage, as well as regularly testing our systems to address potential vulnerabilities.  We work 
with experts across the organization (as well as through other sources such as public-private partnerships) to monitor and respond 
quickly to a range of cyber and physical threats, including threats and incidents associated with the use of services provided by third-
party providers.  Our cybersecurity program provides (among other things) a framework for handling cybersecurity threats and 
incidents, which includes steps for identifying the nature of a cybersecurity threat (including whether the threat is associated with a 
third-party provider), assessing the severity of a cybersecurity threat (including advancing to key members of management where 
appropriate for determination of potential materiality) and implementing cybersecurity processes and procedures. 
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:
PART I
ITEM 1A. RISK FACTORS
 
MASTERCARD 2024 FORM 10-K     39

•
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.  In this context, the Audit Committee would be informed of a 
material cybersecurity incident that could have a potential impact on our financial statements.
Management responsibilities
We have a core group of senior executives who are responsible for assessing and managing risk and implementing policies, 
procedures and strategies pertaining to security governance, data protection and privacy.  These executives include:
•
Chief Security Officer (CSO), who develops and oversees the programs, policies and controls we have implemented across the 
organization to reduce and prevent logical and physical risks, including information security and cyber risks to our people, 
intellectual property, data and tangible property  
•
Chief Privacy and Data Responsibility Officer, who establishes and oversees the programs, policies, processes and controls we 
have implemented across the organization to ensure compliance with worldwide laws and regulations regarding how we collect, 
use, share, store, transfer and otherwise process data and utilize AI, while also managing our relevant engagements with 
regulators, policymakers and key stakeholders
•
Chief Data Officer, who establishes and oversees our efforts to maintain an ethical, responsible enterprise data program that 
adheres to our high standards for data quality, curation and governance while minimizing data risks
•
Data Protection Officer, who reports to the Chief Privacy and Data Responsibility Officer and, with the support of the Global Data 
Protection Office, ensures that we continue to adhere to the GDPR and local privacy requirements, including by handling privacy 
requests from individuals and regulators
In order to be appointed to one of the roles described above, we require expertise with cybersecurity or data privacy (as applicable), 
as demonstrated by prior work or other cybersecurity or data privacy experience or possession of a cybersecurity or data privacy 
degree or certification.  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. Our cybersecurity programs are under the direction of our CSO (in 
coordination with our Chief Privacy and Data Responsibility Officer and Chief Data Officer, among others), who receives reports from 
our cybersecurity teams and monitors the prevention, detection, mitigation and remediation of cybersecurity incidents. Our 
management, including the CSO and our cybersecurity teams, follow a risk-based escalation process to notify the Risk Committee 
outside of the regular reporting cycle as appropriate when they identify an emerging risk or material issue. 
Reporting to our Board
Given the importance of information security and privacy to our stakeholders, our Board receives an annual report from our CSO to 
discuss our program for managing information security risks, including cyber and data security risks. The Risk Committee also 
receives periodic briefings on data privacy from the Chief Privacy and Data Responsibility Officer. Our Risk Committee receives 
regular reports on our cyber readiness, our risk profile status, our cybersecurity programs, material cybersecurity risks and 
mitigation strategies, third-party assessments of our cybersecurity program and other cybersecurity developments. The Risk 
Committee Chairperson provides reports to the Board on such topics.  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.
Despite 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.
PART I
ITEM 1C. CYBERSECURITY
 
40     MASTERCARD 2024 FORM 10-K

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.
We believe that our facilities are suitable and adequate for the business that we currently conduct.  However, we periodically review 
our space requirements and may acquire or lease new space to meet the needs of our business and address climate-related impacts, 
or consolidate and dispose of facilities that are no longer required.
Item 3. Legal 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. 
Item 4. Mine safety disclosures
Not applicable. 
PART I
ITEM 1C. CYBERSECURITY
 
MASTERCARD 2024 FORM 10-K     41

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. 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. 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. Region (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. 
PART I
EXECUTIVE OFFICERS
 
42     MASTERCARD 2024 FORM 10-K

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. 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. 
(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. 
(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. 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 
PART I
EXECUTIVE OFFICERS
 
MASTERCARD 2024 FORM 10-K     43

PART II
Item 5. Market for registrant’s common equity, related stockholder matters and 
issuer purchases of equity securities
Item 6. Reserved
Item 7. Management’s discussion and analysis of financial condition and results of 
operations
Item 7A. Quantitative and qualitative disclosures about market risk
Item 8. Financial statements and supplementary data
Item 9. Changes in and disagreements with accountants on accounting and 
financial disclosure
Item 9A. Controls and procedures
Item 9B. Other information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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 Exchange under the symbol “MA”.  At February 7, 2025, we had 67 
stockholders of record for our Class A common stock.  We believe that the number of beneficial owners is substantially greater than 
the number of record holders because a large portion of our Class A common stock is held in “street name” by brokers.
There is currently no established public trading market for our Class B 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.  
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.  Mastercard’s Class B common stock is not publicly traded 
or listed on any exchange or dealer quotation system.
Comparison 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 
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUES PURCHASES OF EQUITY SECURITIES
 
MASTERCARD 2024 FORM 10-K     45

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.  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. 
Subject to legally available funds, we intend to continue to pay a quarterly cash dividend on our outstanding Class A common stock 
and Class B common stock.  However, 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.  
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.  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.  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.
Item 6. [Reserved]
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUES PURCHASES OF EQUITY SECURITIES
 
46     MASTERCARD 2024 FORM 10-K

Item 7. Management’s discussion and analysis of financial 
condition and results of operations
The following discussion should be read in conjunction with the consolidated financial statements and notes of Mastercard 
Incorporated and its consolidated subsidiaries, including Mastercard International Incorporated (together, “Mastercard” or the 
“Company”), included elsewhere in this Report.  Percentage changes provided throughout “Management’s Discussion and Analysis 
of Financial Condition and Results of Operations” were calculated on amounts rounded to the nearest thousand.  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.  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 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).  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.  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.
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.  In most cases, account 
holder relationships belong to, and are managed by, our customers.
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.
PART II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
MASTERCARD 2024 FORM 10-K     47

The following table provides a summary of our key non-GAAP operating results1, adjusted to exclude the impact of gains and losses 
on our equity investments, Special Items (which represent litigation judgments and settlements and certain one-time items) and the 
related tax impacts on our non-GAAP adjustments.  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.
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.  The as-adjusted operating expenses 
increase was primarily due to higher general and administrative expenses. 
up 13%
up 11%
Effective income 
tax rate
Adjusted effective 
income tax rate
GAAP
Non-GAAP
Both the as-reported and as-adjusted effective income tax rates were lower than the 
prior year rates primarily due to the establishment of a valuation allowance in 2023, 
partially offset by our ability in 2023 to claim more U.S. foreign tax credits generated in 
2022 and 2023.  Additionally, a change in our geographic mix of earnings in 2024 
contributed to the lower effective income tax rate compared to the prior year.
15.6%
16.2%
down 2.3 ppt
down 2.3 ppt
Other 2024 financial highlights were as follows:
•
We generated net cash flows from operations of $14.8 billion.
•
We completed the acquisitions of businesses for total consideration of $2.8 billion.
•
We repurchased 23.0 million shares of our common stock for $11.0 billion and paid dividends of $2.4 billion.
•
We completed debt offerings for an aggregate principal amount of $4.0 billion.
PART II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
48     MASTERCARD 2024 FORM 10-K

Non-GAAP Financial Information 
Non-GAAP financial information is defined as a numerical measure of a company’s performance that excludes or includes amounts 
so as to be different than the most comparable measure calculated and presented in accordance with accounting principles 
generally accepted in the United States (“GAAP”).  As described more fully below, our non-GAAP financial measures exclude the 
impact of gains and losses on our equity investments, which includes mark-to-market fair value adjustments, impairments and gains 
and losses upon disposition, as well as the related tax impacts.  Our non-GAAP financial measures also exclude the impact of special 
items, where applicable, which represent litigation judgments and settlements and certain one-time items, as well as the related tax 
impacts (“Special Items”).  We also present growth rates adjusted for the impact of currency, which is a non-GAAP financial measure.  
We believe that the non-GAAP financial measures presented facilitate an understanding of our operating performance and provide a 
meaningful comparison of our results between periods.  We use non-GAAP financial measures to, among other things, evaluate our 
ongoing operations in relation to historical results, for internal planning and forecasting purposes and in the calculation of 
performance-based compensation.  We excluded these items because management evaluates the underlying operations and 
performance of the Company separately from these recurring and nonrecurring items.  Net revenue, operating expenses, operating 
margin, other income (expense), effective income tax rate, net income and diluted earnings per share adjusted for the impact of 
gains and losses on our equity investments, Special Items and/or the impact of currency should not be relied upon as substitutes for 
measures calculated in accordance with GAAP.  
Our non-GAAP financial measures for the comparable periods exclude the impact of the following:
Gains and Losses on Equity Investments
•
During 2024, 2023 and 2022, we recorded net pre-tax losses of $29 million ($25 million after tax, or $0.03 per diluted share), 
$61 million ($36 million after tax, or $0.04 per diluted share) and $145 million ($126 million after tax, or $0.13 per diluted share), 
respectively.  These net losses were primarily related to unrealized fair market value adjustments on marketable and 
nonmarketable equity securities.
Special Items
Litigation provisions 
•
During 2024, we recorded pre-tax charges of $680 million ($495 million after tax, or $0.53 per diluted share), primarily as a result 
of a legal provision associated with the U.K. consumer class action settlement, settlements with a number of U.K. merchants and 
a change in estimate related to the claims of merchants who opted out of the U.S. merchant class litigation. 
•
During 2023, we recorded pre-tax charges of $539 million ($376 million after tax, or $0.40 per diluted share), primarily as a result 
of changes in the estimate related to the claims of merchants who opted out of the U.S. merchant class litigation and settlements 
with a number of U.K. and Pan-European merchants.
•
During 2022, we recorded pre-tax charges of $356 million ($263 million after tax, or $0.27 per diluted share), primarily as a result 
of settlements (both final and agreements in principle) with a number of U.K. merchants and a change in estimate related to the 
claims of merchants who opted out of the U.S. merchant class litigation.
Restructuring charge 
•
During 2024, we recorded a restructuring charge of $190 million ($147 million after tax, or $0.16 per diluted share).  The 
restructuring action is intended to streamline our organization, delivering efficiencies to enable reinvestment in our business to 
support the realization of our long-term growth opportunities.
Russia-related impacts
•
During 2022, we recorded a net pre-tax charge of $30 million ($24 million after tax, or $0.02 per diluted share), directly related to 
imposed sanctions and the suspension of our business operations in Russia.  The net charge was comprised of general and 
administrative expenses of $67 million, primarily related to incremental employee-related costs and reserves on uncollectible 
balances with certain sanctioned customers.  This charge was offset by net benefits of $37 million in net revenue, primarily 
related to a reduction in payment network rebates and incentives liabilities as a result of lower estimates of customer 
performance for certain customer business agreements due to the suspension of our business operations in Russia. 
See Note 7 (Investments) and Note 21 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part 
II, Item 8 of this Report for further discussion related to certain of the items discussed above.  
PART II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
MASTERCARD 2024 FORM 10-K     49

Currency-neutral Growth Rates
Currency-neutral growth rates are calculated by remeasuring the prior period’s results using the current period’s exchange rates for 
both the translational and transactional impacts on operating results and are non-GAAP financial measures.  The impact of currency 
translation represents the effect of translating operating results where the functional currency is different from our U.S. dollar 
reporting currency.  The impact of the transactional currency represents the effect of converting revenue and expenses occurring in 
a currency other than the functional currency of the entity.  The impact of the related realized gains and losses resulting from our 
foreign exchange derivative contracts designated as cash flow hedging instruments (specifically those that manage the impact of 
foreign currency variability on anticipated revenues and expenses) is recognized in the respective financial statement line item on 
the statements of operations when the underlying forecasted transactions impact earnings.
The translational and transactional impact of currency and the related impact of our foreign exchange derivative contracts 
designated as cash flow hedging instruments as specified in the preceding paragraph (collectively the “Currency Impact”) has been 
excluded from our currency-neutral growth rates and has been identified in the “Non-GAAP Reconciliations” tables below and our 
“Drivers of Change” tables.  See “Foreign Currency - Currency Impact” for further information on our currency impacts and “Financial 
Results - Net Revenue” and “Financial Results - Operating Expenses” for our “Drivers of Change” tables.
Non-GAAP Reconciliations
The following tables reconcile our reported financial measures calculated in accordance with GAAP to the respective adjusted non-
GAAP financial measures:
Year ended December 31, 2024
Net 
revenue
 Operating 
expenses
Operating 
margin
Other
income 
(expense)
Effective 
income 
tax rate
 Net 
income
 Diluted 
earnings 
per share
($ in millions, except per share data)
Reported - GAAP
$ 28,167 
$ 12,585 
 55.3 % $ 
(328) 
 15.6 % $ 12,874 
$ 
13.89 
(Gains) losses on equity investments
 ** 
**
**  
29 
 — %  
25 
 
0.03 
Litigation provisions
 **  
(680) 
 2.4 %
**
 0.5 %  
495 
 
0.53 
Restructuring charge
**  
(190) 
 0.7 %
 ** 
 0.1 %  
147 
 
0.16 
Adjusted - Non-GAAP
$ 28,167 
$ 11,714 
 58.4 % $ 
(300) 
 16.2 % $ 13,541 
$ 
14.60 
Year ended December 31, 2023
Net 
revenue
 Operating 
expenses
Operating 
margin
Other
income 
(expense)
Effective 
income 
tax rate
 Net 
income
 Diluted 
earnings 
per share
($ in millions, except per share data)
Reported - GAAP
$ 25,098 
$ 11,090 
 55.8 % $ 
(369) 
 17.9 % $ 11,195 
$ 
11.83 
(Gains) losses on equity investments
**
**
**  
61 
 0.1 %  
36 
 
0.04 
Litigation provisions
**  
(539) 
 2.1 %
**
 0.5 %  
376 
 
0.40 
Adjusted - Non-GAAP
$ 25,098 
$ 10,551 
 58.0 % $ 
(308) 
 18.5 % $ 11,607 
$ 
12.26 
Year ended December 31, 2022
Net 
revenue
 Operating 
expenses
Operating 
margin
Other
income 
(expense)
Effective 
income 
tax rate
 Net 
income
 Diluted 
earnings 
per share
($ in millions, except per share data)
Reported - GAAP
$ 22,237 $ 
9,973 
 55.2 % $ 
(532) 
 15.4 % $ 
9,930 
 
10.22 
(Gains) losses on equity investments
**
**
**  
145 
 — %  
126 
 
0.13 
Litigation provisions
**  
(356) 
 1.6 %
**
 0.3 %  
263 
 
0.27 
Russia-related impacts
 
(37)  
(67) 
 0.2 %
**
 — %  
24 
 
0.02 
Adjusted - Non-GAAP
$ 22,200 $ 
9,549 
 57.0 % $ 
(387) 
 15.7 % $ 10,342 
$ 
10.65 
Note: Tables may not sum due to rounding.
** Not applicable.
PART II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
50     MASTERCARD 2024 FORM 10-K

The following tables represent the reconciliation of our growth rates reported under GAAP to our non-GAAP growth rates:
Year Ended December 31, 2024 as compared to the Year Ended December 31, 2023
Increase/(Decrease)
Net 
revenue
 Operating 
expenses
Operating 
margin
Effective 
income tax 
rate
 Net 
income
 Diluted 
earnings 
per share
Reported - GAAP
 12 %
 13 %
 (0.5) ppt
 (2.3) ppt
 15 %
 17 %
(Gains) losses on equity investments
 ** 
 ** 
 ** 
(0.1) ppt
 — %
 — %
Litigation provisions
 ** 
 (1) %  
0.3  ppt
— ppt
 1 %
 1 %
Restructuring charge
**
 (2) %
0.7 ppt
0.1 ppt
 1 %
 1 %
Adjusted - Non-GAAP
 12 %
 11 %  
0.4  ppt
(2.3) ppt
 17 %
 19 %
Currency Impact
 1 %
 — %  
0.3  ppt
0.1 ppt
 1 %
 1 %
Adjusted - Non-GAAP - currency-neutral
 13 %
 11 %  
0.7 ppt 
(2.2) ppt
 18 %
 21 %
Year Ended December 31, 2023 as compared to the Year Ended December 31, 2022
Increase/(Decrease)
Net 
revenue
 Operating 
expenses
Operating 
margin
Effective 
income tax 
rate
 Net 
income
 Diluted 
earnings 
per share
Reported - GAAP
 13 %
 11 %
 0.7  ppt
 2.6  ppt
 13 %
 16 %
(Gains) losses on equity investments
**
**
**
0.1 ppt
 (1) %
 (1) %
Litigation provisions
**
 (1) %
0.5 ppt
0.1 ppt
 1 %
 1 %
Russia-related impacts
 — %
 1 %
(0.1) ppt
— ppt
 — %
 — %
Adjusted - Non-GAAP
 13 %
 10 %
1.0 ppt
2.8 ppt
 12 %
 15 %
Currency Impact
 — %
 — %
(0.1) ppt
(0.1) ppt
 — %
 — %
Adjusted - Non-GAAP - currency-neutral
 13 %
 11 %
0.9 ppt
2.7 ppt
 12 %
 15 %
Note: Tables may not sum due to rounding.
**  Not applicable.
Key Metrics and Drivers
In addition to the financial measures described above in “Financial Results Overview”, we review the following metrics to evaluate 
and identify trends in our business, measure our performance, prepare financial projections and make strategic decisions.  We 
believe that the key metrics presented facilitate an understanding of our operating and financial performance and provide a 
meaningful comparison of our results between periods.  
Operating Margin measures how much profit we make on each dollar of sales after our operating costs but before other income 
(expense) and income tax expense.  Operating margin is calculated by dividing our operating income by net revenue.
Key Drivers 
Gross Dollar Volume (“GDV”)1 measures dollar volume of activity, including both domestic and cross-border volume, on cards 
carrying our brands during the period, on a local currency basis and U.S. dollar-converted basis.  GDV represents purchase volume 
plus cash volume; “purchase volume” means the aggregate dollar amount of purchases made with Mastercard-branded cards for the 
relevant period; and “cash volume” means the aggregate dollar amount of cash disbursements and includes the impact of balance 
transfers and convenience checks obtained with Mastercard-branded cards for the relevant period.  Information denominated in 
U.S. dollars relating to GDV is calculated by applying an established U.S. dollar/local currency exchange rate for each local currency in 
which our volumes are reported.  These exchange rates are calculated on a quarterly basis using the average exchange rate for each 
quarter.  We report period-over-period rates of change in purchase volume and cash volume on the basis of local currency 
information, in order to eliminate the impact of changes in the value of currencies against the U.S. dollar in calculating such rates of 
change.
Cross-border Volume Growth measures the growth of cross-border dollar volume during the period, on a local currency basis and 
U.S. dollar-converted basis, for all Mastercard-branded programs. 
PART II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
MASTERCARD 2024 FORM 10-K     51

Switched Transactions measures the number of transactions switched by Mastercard, which is defined as the number of 
transactions initiated and switched through our network during the period.
1 
Data used in the calculation of GDV is provided by Mastercard customers and is subject to verification by Mastercard and partial cross-checking 
against information provided by Mastercard’s transaction switching systems.  All data is subject to revision and amendment by Mastercard or 
Mastercard’s customers.
The following tables provide a summary of the growth trends in our key drivers.
For the Years Ended December 31,
2024
2023
Increase/(Decrease)
USD
Local
USD
Local
Mastercard-branded GDV growth 1
8%
11%
11%
12%
United States
7%
7%
6%
6%
Worldwide less United States
9%
12%
13%
15%
Cross-border volume growth 1
17%
18%
25%
24%
For the Years Ended 
December 31,
2024
2023
Increase/(Decrease)
Switched transactions growth
11%
14%
1 
Excludes volume generated by Maestro and Cirrus cards.
Key Metrics related to the Payment Network
Assessments represent agreed upon standard pricing provided to our customers based on various forms of payment-related activity.  
Assessments are used internally by management to monitor operating performance as it allows for comparability and provides 
visibility into cardholder trends.  Assessments do not represent our net revenue.
The following provides additional information on our key metrics related to the payment network:
•
Domestic assessments are charges based on activity related to cards that carry the Company’s brands where the merchant 
country and the country of issuance are the same.  These assessments are primarily driven by the domestic dollar volume of 
activity (e.g., domestic purchase volume, domestic cash volume) or the number of cards issued.
•
Cross-border assessments are charges based on activity related to cards that carry the Company’s brands where the merchant 
country and the country of issuance are different.  These assessments are primarily driven by the cross-border dollar volume of 
activity (e.g., cross-border purchase volume, cross-border cash volume). 
•
Transaction processing assessments are charges primarily driven by the number of switched transactions on our payment 
network.  Switching activities include:
◦
Authorization, the process by which a transaction is routed to the issuer for approval 
◦
Clearing, the determination and exchange of financial transaction information between issuers and acquirers after a 
transaction has been successfully conducted at the point of interaction 
◦
Settlement, which facilitates the determination and exchange of funds between parties 
These assessments can also include connectivity services and network access, which are based on the volume of data 
transmitted and the number of authorization and settlement messages.
•
Other network assessments are charges for licensing, implementation and other franchise fees.
PART II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
52     MASTERCARD 2024 FORM 10-K

The following table provides a summary of our key metrics related to the payment network.
Years ended December 31,
2024
2023
Increase/(Decrease)
Increase/(Decrease)
2024
2023
2022
As reported
Currency-
neutral 
As reported
Currency-
neutral 
($ in millions)
Domestic assessments
$ 
10,245 
$ 
9,566 
$ 
8,794 
7%
9%
9%
9%
Cross-border assessments
 
10,181 
 
8,409 
 
6,597 
21%
22%
27%
28%
Transaction processing assessments
 
13,602 
 
12,067 
 
10,646 
13%
14%
13%
13%
Other network assessments
 
936 
 
963 
 
766 
(3)%
(3)%
26%
26%
Foreign Currency
Currency Impact
Our primary functional currencies are the U.S. dollar, euro, British pound and the Brazilian real.  Our overall operating results are 
impacted by currency translation, which represents the effect of translating operating results where the functional currency is 
different than our U.S. dollar reporting currency.  
Our operating results are also impacted by transactional currency.  The impact of the transactional currency represents the effect of 
converting revenue and expense transactions occurring in a currency other than the functional currency.  Changes in currency 
exchange rates directly impact the calculation of gross dollar volume (“GDV”), which is used in the calculation of our key metrics 
related to domestic assessments and cross-border assessments as well as certain volume-related rebates and incentives.  GDV is 
calculated based on local currency spending volume converted to U.S. dollars and euros using average exchange rates for the period.  
As a result, our key metrics related to domestic assessments and cross-border assessments as well as certain volume-related rebates 
and incentives are impacted by the strengthening or weakening of the U.S. dollar and euro versus local currencies.  For example, our 
billing in Australia is in the U.S. dollar, however, consumer spend in Australia is in the Australian dollar.  The transactional currency 
impact of converting Australian dollars to our U.S. dollar billing currency will have an impact on the revenue generated.  The 
strengthening or weakening of the U.S. dollar is evident when GDV growth on a U.S. dollar-converted basis is compared to GDV 
growth on a local currency basis.  In 2024, GDV on a U.S. dollar-converted basis increased 8.1%, while GDV on a local currency basis 
increased 10.5% versus 2023.  In 2023, GDV on a U.S. dollar-converted basis increased 10.6%, while GDV on a local currency basis 
increased 12.2% versus 2022.  Further, the impact from transactional currency occurs in our key metrics related to transaction 
processing assessments and other network assessments as well as value-added services and solutions revenue and operating 
expenses when the transacting currency of these items is different than the functional currency of the entity.
To manage the impact of foreign currency variability on anticipated revenues and expenses, we may enter into foreign exchange 
derivative contracts and designate such derivatives as hedging instruments in a cash flow hedging relationship as discussed further in 
Note 23 (Derivative and Hedging Instruments) to the consolidated financial statements included in Part II, Item 8.
Foreign Exchange Activity
We incur foreign currency gains and losses from remeasuring monetary assets and liabilities, including settlement assets and 
obligations, that are denominated in a currency other than the functional currency of the entity.  To manage this foreign exchange 
risk, we may enter into foreign exchange derivative contracts to economically hedge the foreign currency exposure of our 
nonfunctional currency monetary assets and liabilities.  The gains or losses resulting from the changes in fair value of these contracts 
are intended to reduce the potential effect of the underlying hedged exposure and are recorded net within general and 
administrative expenses on the consolidated statements of operations.  The impact of this foreign exchange activity, including with 
the related hedging activities, has not been eliminated in our currency-neutral results.
Our foreign exchange risk management activities are discussed further in Note 23 (Derivative and Hedging Instruments) to the 
consolidated financial statements included in Part II, Item 8. 
PART II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
MASTERCARD 2024 FORM 10-K     53

Financial Results
Net Revenue
The components of net revenue were as follows:
 
For the Years Ended December 31,
Increase (Decrease)
 
2024
2023
2022
2024
2023
 
($ in millions)
Payment network
$ 
17,335 
$ 
15,824 
$ 
14,358 
10%
10%
Value-added services and solutions
 
10,832 
 
9,274 
 
7,879 
17%
18%
Total net revenue
 
28,167 
 
25,098 
 
22,237 
12%
13%
Special Items 1
 
— 
 
— 
 
(37) 
—%
**
Adjusted net revenue
$ 
28,167 
$ 
25,098 
$ 
22,200 
12%
13%
Note: Table may not sum due to rounding.
**  Not meaningful. 
1    See “Non-GAAP Financial Information” for further information on our non-GAAP adjustments and the reconciliation to GAAP reported amounts.
Net revenue increased 12%, or 13% on a currency-neutral basis, in 2024 versus the prior year. The increase in net revenue was 
attributable to growth in our payment network and value-added services and solutions. 
Net revenue from our payment network increased 10%, or 11% on a currency-neutral basis, in 2024 versus the prior year.  The 
increase was primarily driven by growth in domestic and cross-border dollar volumes and an increase in the number of switched 
transactions, reflecting growth trends across all of our key drivers.  Net revenue from our payment network includes $17,629 million 
of rebates and incentives provided to customers, which increased 16%, or 18% on a currency-neutral basis, in 2024 versus the prior 
year, primarily due to an increase in our key drivers as well as new and renewed deals.
Net revenue from our value-added services and solutions increased 17%, on both an as-reported and currency-neutral basis, in 2024 
versus the prior year.  The increase was driven primarily by (1) growth in our underlying key drivers, (2) our consumer acquisition 
and engagement and business and market insight services, (3) our security and digital and authentication solutions and (4) pricing.
See Note 3 (Revenue) to the consolidated financial statements included in Part II, Item 8 for a further discussion of how we recognize 
revenue.
Drivers of Change
The following table summarizes the drivers of change in net revenue:
For the Years Ended December 31,
Operational
Acquisitions
Currency 
Impact 1, 2
Special Items 2
Total
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
Payment network
11%
11%
**
—%
(1)%
—%
**
 — %
 10 %
 10 %
Value-added services and solutions
17%
16%
—%
—%
(1)%
1%
**
**
 17 %
 18 %
Net revenue
13%
13%
—%
—%
(1)%
—%
**
 — %
 12 %
 13 %
Note: Table may not sum due to rounding.
**  Not applicable.
1 
Includes the translational and transactional impact of currency and the related impact of our foreign exchange derivative contracts designated as 
cash flow hedging instruments.
2 
See “Non-GAAP Financial Information” for further information on our non-GAAP adjustments and the reconciliation to GAAP reported amounts.
No individual country, other than the United States, generated more than 10% of net revenue in any such period.  A significant 
portion of our net revenue is concentrated among our five largest customers.  In 2024, the net revenue from these customers was 
approximately $6.3 billion, or 22%, of total net revenue.  The loss of any of these customers or their significant card programs could 
adversely impact our revenue. 
PART II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
54     MASTERCARD 2024 FORM 10-K

Operating Expenses
Operating expenses increased 13% in 2024 versus the prior year.  Adjusted operating expenses increased 11%, on both an as-
adjusted and currency-neutral basis, versus the prior year.  
The components of operating expenses were as follows:
For the Years Ended December 31,
Increase (Decrease)
2024
2023
2022
2024
2023
($ in millions)
General and administrative
$ 10,193 
$ 8,927 
$ 8,078 
 14 %
 11 %
Advertising and marketing      
 
815 
 
825 
 
789 
 (1) %
 5 %
Depreciation and amortization 
 
897 
 
799 
 
750 
 12 %
 7 %
Provision for litigation
 
680 
 
539 
 
356 
 26 %
 51 %
Total operating expenses            
 12,585 
 11,090 
 
9,973 
 13 %
 11 %
Special Items 1
 
(870)  
(539)  
(423) 
**
**
Adjusted total operating expenses 1
$ 11,714 
$ 10,551 
$ 9,549 
 11 %
 10 %
Note: Table may not sum due to rounding.
** Not meaningful.
1
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
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.
General and Administrative
General and administrative expenses increased 14%, on both an as-reported and currency-neutral basis, in 2024 versus the prior 
year.  Current year results include an increase of 2 percentage points from a restructuring charge of $190 million and 1 percentage 
point from acquisitions.  The remaining increase was primarily due to higher personnel and data processing costs to support the 
continued investment in our strategic initiatives across payments and value-added services and solutions, as well as fulfillment costs 
to provide marketing services. 
PART II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
MASTERCARD 2024 FORM 10-K     55

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.  See Note 23 (Derivative and Hedging Instruments) to the consolidated financial 
statements included in Part II, Item 8 for further discussion.
Advertising and Marketing
Advertising and marketing expenses decreased 1%, on both an as-reported and a currency-neutral basis, in 2024 versus the prior 
year. 
Depreciation and Amortization
Depreciation and amortization expenses increased 12%, on both an as-reported and a currency-neutral basis, in 2024 versus the 
prior year, primarily due to increased software capitalization driven by the continued growth of and investment in our business. 
Provision for Litigation
In 2024, we recorded charges of $680 million,  primarily as a result of a legal provision associated with the U.K. consumer class action 
settlement, settlements with a number of U.K. merchants and a change in estimate related to the claims of merchants who opted 
out of the U.S. merchant class litigation.  In 2023, we recorded charges of $539 million, primarily as a result of changes in the 
estimate related to the claims of merchants who opted out of the U.S. merchant class litigation and settlements with a number of 
U.K. and Pan-European merchants.  In 2022, we recorded charges of $356 million, primarily as a result of settlements (both final and 
agreements in principle) with a number of U.K. merchants and a change in estimate related to the claims of merchants who opted 
out of the U.S. merchant class litigation.  See Note 21 (Legal and Regulatory Proceedings) to the consolidated financial statements 
included in Part II, Item 8 for further discussion.  
Other Income (Expense)
The components of total other income (expense) were as follows:
For the Years Ended December 31,
Increase (Decrease)
2024
2023
2022
2024
2023
(in millions)
Investment income
$ 
327 
$ 
274 
$ 
61 
$ 
53 
$ 
213 
Gains (losses) on equity investments, net
 
(29)  
(61)  
(145)  
32 
 
84 
Interest expense
 
(646)  
(575)  
(471)  
(71)  
(104) 
Other income (expense), net
 
20 
 
(7)  
23 
 
27 
 
(30) 
Total other income (expense)
 
(328)  
(369)  
(532)  
41 
 
163 
(Gains) losses on equity investments 1
 
29 
 
61 
 
145 
 
(32)  
(84) 
Adjusted total other income (expense) 1
$ 
(300) $ 
(308) $ 
(387) $ 
9 
$ 
79 
Note: Table may not sum due to rounding.
1 
See “Non-GAAP Financial Information” for further information on our non-GAAP adjustments and the reconciliation to GAAP reported amounts.
PART II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
56     MASTERCARD 2024 FORM 10-K

Income Taxes 
The effective income tax rates for the years ended December 31, 2024 and 2023 were 15.6% and 17.9%, respectively.  The adjusted 
effective income tax rates for the years ended December 31, 2024 and 2023 were 16.2% and 18.5%, respectively.  Both the as-
reported and as-adjusted effective income tax rates were lower in 2024, primarily due to a discrete tax expense in 2023 related to 
changes in the valuation allowance associated with the U.S. foreign tax credits deferred tax asset.  In 2023, the treatment of foreign 
taxes paid under the U.S. tax regulations published in 2022 changed due to the foreign tax legislation enacted in Brazil and Notice 
2023-55 (the “Notice”) released by the U.S. Department of Treasury.  Therefore, we recognized a total $327 million discrete tax 
expense in 2023 to establish the valuation allowance.  This discrete tax expense was partially offset by our ability to claim more U.S. 
foreign tax credits generated in 2022 and 2023 due to the Notice.  Additionally, a change in our geographic mix of earnings in 2024 
contributed to the lower effective income tax rates compared to the prior year. 
The Organization for Economic Co-operation and Development (“OECD”) Pillar 2 guidelines published to date include transition and 
safe harbor rules around the implementation of the 15% global minimum tax (the “Pillar 2 Rules”).  In 2024, we did not experience a 
material impact as a result of Pillar 2 Rules.  However, in 2025, we expect the Pillar 2 Rules will primarily offset the reduction to our 
effective income tax rate resulting from our incentive grant received from the Singapore Ministry of Finance.  For the year ended 
December 31, 2024, this incentive grant reduced our effective income tax rate by approximately 4%.  We are continuously 
monitoring developments and evaluating the impacts these new rules may have on our future effective income tax rate, tax 
payments, financial condition and results of operations. 
See Note 20 (Income Taxes) to the consolidated financial statements included in Part II, Item 8 for further discussion.
Liquidity and Capital Resources
We rely on existing liquidity, cash generated from operations and access to capital to fund our global operations, credit and 
settlement exposure, capital expenditures, investments in our business and current and potential obligations.  The following table 
summarizes the cash, cash equivalents, investments and credit available to us at December 31:
2024
2023
(in billions)
Cash, cash equivalents and investments 1
$ 
8.8 
$ 
9.2 
Unused line of credit
$ 
8.0 
$ 
8.0 
1
Investments include available-for-sale securities and held-to-maturity securities.  This amount excludes restricted cash and restricted cash 
equivalents of $2.4 billion and $1.9 billion at December 31, 2024 and 2023, respectively.
We believe that our existing cash, cash equivalents and investment securities balances, our cash flow generating capabilities, and our 
access to capital resources are sufficient to satisfy our future operating cash needs, capital asset purchases, outstanding 
commitments and other liquidity requirements associated with our existing operations and potential obligations which include 
litigation provisions and credit and settlement exposure.
Our liquidity and access to capital could be negatively impacted by global credit market conditions.  We guarantee the settlement of 
many of the transactions between our customers.  Historically, payments under these guarantees have not been significant; 
however, historical trends may not be indicative of potential future losses.  The risk of loss on these guarantees is specific to 
individual customers, but may also be driven by regional or global economic and market conditions, including, but not limited to the 
health of the financial institutions in a country or region.  See Note 22 (Settlement and Other Risk Management) to the consolidated 
financial statements in Part II, Item 8 for a description of these guarantees.
Our liquidity and access to capital could also be negatively impacted by the outcome of any of the legal or regulatory proceedings to 
which we are a party.  For additional discussion of these and other risks facing our business, see Part I, Item 1A - Risk Factors - Legal 
and Regulatory Risks and Note 21 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part II, 
Item 8.
PART II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
MASTERCARD 2024 FORM 10-K     57

Cash Flows
The table below shows a summary of the cash flows from operating, investing and financing activities:
For the Years Ended December 31,
 
2024
2023
2022
 
(in millions)
Net cash provided by operating activities
$ 14,780 
$ 11,980 
$ 11,195 
Net cash used in investing activities
$ (3,402) $ (1,351) $ (1,470) 
Net cash used in financing activities
$ (10,836) $ (9,488) $ (10,328) 
Net cash provided by operating activities increased $2.8 billion in 2024 versus the prior year, primarily due to higher net income 
after adjusting for non-cash items, an increase in billing collections, and less cash paid for litigation settlement, partially offset by a 
decrease in restricted security deposits received from customers.
Net cash used in investing activities increased $2.1 billion in 2024 versus the prior year, primarily due to cash paid for business 
acquisitions in the current year, partially offset by a net decrease in purchases of investments in time deposits.
Net cash used in financing activities increased $1.3 billion in 2024 versus the prior year, primarily due to higher cash paid for 
repurchases of our Class A common stock, dividends, and repayments of debt, partially offset by an increase in cash proceeds 
received from debt issuances.
Debt and Credit Availability
In April 2024, $1 billion of principal related to the 2014 USD Notes matured and was paid.  In July 2024, INR28.1 billion ($336 million 
as of payment date) of principal related to the 2023 INR Term Loan matured and was paid.
During 2024, we issued a total of $4 billion of debt, as follows:
•
In May 2024, we issued $1 billion principal amount of notes due May 2034
•
In September 2024, we issued $750 million principal amount of notes due January 2028, $1,150 million principal amount of notes 
due January 2032 and $1,100 million principal amount of notes due January 2035
The issuances in 2024 are collectively referred to as the “2024 USD Notes”.  The net proceeds from the issuance of the 2024 USD 
Notes, after deducting the original issue discount, underwriting discount and offering expenses, were $3.96 billion.
Our total debt outstanding was $18.2 billion at December 31, 2024, with the earliest maturity of $750 million of principal occurring 
in March 2025.
As of December 31, 2024, we have a commercial paper program (the “Commercial Paper Program”), under which we are authorized 
to issue up to $8 billion in outstanding notes, with maturities up to 397 days from the date of issuance.  In conjunction with the 
Commercial Paper Program, we have a committed unsecured $8 billion revolving credit facility (the “Credit Facility”) that expires in 
November 2029. 
Borrowings under the Commercial Paper Program and the Credit Facility are to be used to provide liquidity for general corporate 
purposes, including providing liquidity in the event of one or more settlement failures by our customers.  In addition, we may borrow 
and repay amounts under these facilities for business continuity purposes.  We had no borrowings outstanding under the 
Commercial Paper Program or the Credit Facility at December 31, 2024.
See Note 15 (Debt) to the consolidated financial statements included in Part II, Item 8 for further discussion on our debt, the 
Commercial Paper Program and the Credit Facility.
Dividends and Share Repurchases
We have historically paid quarterly dividends on our outstanding Class A common stock and Class B common stock.  Subject to 
legally available funds, we intend to continue to pay a quarterly cash dividend.  The declaration and payment of future dividends is at 
the sole discretion of our Board of Directors after taking into account various factors, including our financial condition, operating 
results, available cash and current and anticipated cash needs.  
PART II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
58     MASTERCARD 2024 FORM 10-K

The following table summarizes the annual total and per share dividends paid in the years reflected:
For the Years Ended December 31,
2024
2023
2022
(in millions, except per share data)
Cash dividend, per share
$ 
2.64 
$ 
2.28 
$ 
1.96 
Cash dividends paid
$ 
2,448 
$ 
2,158 
$ 
1,903 
On December 17, 2024, our Board of Directors declared a quarterly cash dividend of $0.76 per share paid on February 7, 2025 to 
holders of record as of January 9, 2025 of our Class A common stock and Class B common stock.  The aggregate amount of this 
dividend was $694 million.
On February 10, 2025, our Board of Directors declared a quarterly cash dividend of $0.76 per share payable on May 9, 2025 to 
holders of record as of April 9, 2025 of our Class A common stock and Class B common stock.  The aggregate amount of this dividend 
is estimated to be $693 million.
Repurchased shares of our common stock are considered treasury stock.  In December 2024 and 2023, our Board of Directors 
approved share repurchase programs of our Class A common stock authorizing us to repurchase up to $12.0 billion and $11.0 billion, 
respectively.  The program approved in 2024 will become effective after the completion of the program approved in 2023.  The 
timing and actual number of additional shares repurchased will depend on a variety of factors, including cash requirements to meet 
the operating needs of the business, legal requirements, as well as the share price and economic and market conditions.  The 
following table summarizes our share repurchase authorizations and repurchase activity of our Class A common stock for the year 
ended December 31, 2024, unless otherwise noted:
(in millions, except per 
share data)
Remaining authorization at December 31, 2023
$ 
14,142 
Dollar-value of shares repurchased in 2024
$ 
10,954 
Remaining authorization at December 31, 2024
$ 
15,188 
Shares repurchased in 2024
 
23.0 
Average price paid per share in 2024
$ 
475.35 
Dollar-value of shares repurchased in 2025 (through February 7, 2025)
$ 
959 
Note: Table may not sum due to rounding.
See Note 16 (Stockholders' Equity) to the consolidated financial statements included in Part II, Item 8 for further discussion.
Critical Accounting Estimates
The application of GAAP requires us to make estimates and assumptions about certain items and future events that directly affect 
our reported financial condition.  Our significant accounting policies, including recent accounting pronouncements, are described in 
Note 1 (Summary of Significant Accounting Policies) to the consolidated financial statements included in Part II, Item 8. 
Revenue Recognition - Rebates and Incentives
We enter into business agreements with certain customers that provide for rebates and incentives when customers meet certain 
volume thresholds or other incentives tied to customer performance.  We consider various factors in estimating customer 
performance, including forecasted transactions, card issuance and card conversion volumes, expected payments and historical 
experience with that customer.  Rebates and incentives are recorded within net revenue based on these estimates primarily when 
volume- and transaction- based revenues are recognized over the contractual term.  Differences between actual results and our 
estimates are adjusted in the period the customer reports actual performance.  If our customers’ actual performance is not 
consistent with our estimates of their performance, net revenue may be materially different.
PART II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
MASTERCARD 2024 FORM 10-K     59

Loss Contingencies
We are currently involved in various claims and legal proceedings.  We regularly review the status of each significant matter and 
assess its potential financial exposure.  If the potential loss from any claim or legal proceeding is considered probable and the 
amount can be reasonably estimated, we accrue a liability for the estimated loss.  Significant judgment is required in both the 
determination of probability and whether an exposure is reasonably estimable.  Our judgments are subjective based on the status of 
the legal or regulatory proceedings, the merits of our defenses and consultation with in-house and outside legal counsel.  Because of 
uncertainties related to these matters, accruals are based only on the best information available at the time.  As additional 
information becomes available, we reassess the potential liability related to pending claims and litigation and may revise our 
estimates.  Due to the inherent uncertainties of the legal and regulatory process in the multiple jurisdictions in which we operate, 
our judgments may be materially different than the actual outcomes.  
Income Taxes
In calculating our effective income tax rate, estimates are required regarding the timing and amount of taxable and deductible items 
which will adjust the pretax income earned in various tax jurisdictions.  Through our interpretation of local tax regulations, 
adjustments to pretax income for income earned in various tax jurisdictions are reflected within various tax filings.  Although we 
believe that our estimates and judgments discussed herein are reasonable, actual results may be materially different than the 
estimated amounts.
We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized.  
Significant judgment is required in determining the valuation allowance.  In assessing the need for a valuation allowance, we 
consider all sources of taxable income, including projected future taxable income, reversing taxable temporary differences and 
ongoing tax planning strategies.  If it is determined that we are able to realize deferred tax assets in excess of the net carrying value 
or to the extent we are unable to realize a deferred tax asset, we would adjust the valuation allowance in the period in which such a 
determination is made, with a corresponding increase or decrease to earnings.
We record tax liabilities for uncertain tax positions taken, or expected to be taken, which may not be sustained or may only be 
partially sustained, upon examination by the relevant taxing authorities.  We consider all relevant facts and current authorities in the 
tax law in assessing whether any benefit resulting from an uncertain tax position is more likely than not to be sustained and, if so, 
how current law impacts the amount reflected within these financial statements.  If upon examination, we realize a tax benefit 
which is not fully sustained or is more favorably sustained, this would generally increase earnings in the period.  In certain situations, 
we will have offsetting tax credits or taxes in other jurisdictions.  
Business Combinations
We account for our business combinations using the acquisition method of accounting.  The acquisition purchase price, including 
contingent consideration, if any, is allocated to the underlying identified, tangible and intangible assets, liabilities assumed and any 
non-controlling interest in the acquiree, based on their respective estimated fair values on the acquisition date.  Any excess of 
purchase price over the fair value of net assets acquired, including identifiable intangible assets, is recorded as goodwill.  The 
amounts and useful lives assigned to acquisition-related tangible and intangible assets impact the amount and timing of future 
amortization expense.  We use various valuation techniques to determine fair value, primarily discounted cash flows analysis, relief-
from-royalty and multi-period excess earnings for estimating the value of intangible assets.  These valuation techniques include 
comparable company multiples, discount rates, growth projections and other assumptions of future business conditions.  
Determining the fair value of assets acquired, liabilities assumed, any non-controlling interest in the acquiree and the expected 
useful lives, requires management’s judgment.  The significance of management’s estimates and assumptions is relative to the size 
of the acquisition.  Our estimates are based upon assumptions believed to be reasonable, but which are inherently uncertain and 
unpredictable. 
PART II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
60     MASTERCARD 2024 FORM 10-K

Item 7A. Quantitative and qualitative disclosures about market 
risk
Market risk is the potential for economic losses to be incurred on market risk sensitive instruments arising from adverse changes in 
factors such as foreign currency exchange rates and interest rates.  Our exposure to market risk from changes in foreign currency 
exchange rates and interest rates is limited.  Management monitors risk exposures on an ongoing basis and establishes and oversees 
the implementation of policies governing our funding, investments and use of derivative financial instruments to manage these risks.  
Foreign currency and interest rate exposures are managed through our risk management activities, which are discussed further in 
Note 23 (Derivative and Hedging Instruments) to the consolidated financial statements included in Part II, Item 8.  
Foreign Exchange Risk
We enter into foreign exchange derivative contracts to manage currency exposure associated with anticipated receipts and 
disbursements occurring in a currency other than the functional currency of the entity.  We may also enter into foreign exchange 
derivative contracts to offset possible changes in value of assets and liabilities due to foreign exchange fluctuations.  The objective of 
these activities is to reduce our exposure to gains and losses resulting from fluctuations of foreign currencies against our functional 
currencies, principally the U.S. dollar and euro.  The effect of a hypothetical 10% adverse change in the value of the functional 
currencies could result in a fair value loss of approximately $475 million and $414 million on our foreign exchange derivative 
contracts outstanding at December 31, 2024 and 2023, respectively, before considering the offsetting effect of the underlying 
hedged activity. 
We are also subject to foreign exchange risk as part of our daily settlement activities.  To manage this risk, we enter into short 
duration foreign exchange derivative contracts based upon anticipated receipts and disbursements for the respective currency 
position.  This risk is typically limited to a few days between when a payment transaction takes place and the subsequent settlement 
with our customers.  A hypothetical 10% adverse change in the value of the functional currencies would not have a material impact 
to the fair value of our short duration foreign exchange derivative contracts outstanding at December 31, 2024 and 2023, 
respectively. 
We are further exposed to foreign exchange rate risk related to translation of our net investment in foreign subsidiaries where the 
functional currency is different than our U.S. dollar reporting currency.  To manage this risk, we may enter into foreign exchange 
derivative contracts to hedge a portion of our net investment in foreign subsidiaries.  The effect of a hypothetical 10% adverse 
change in the value of the U.S. dollar could result in a fair value loss of approximately $279 million on our foreign exchange 
derivative contracts designated as a net investment hedge at December 31, 2024, before considering the offsetting effect of the 
underlying hedged activity.  As of December 31, 2023, we did not have any foreign exchange derivative contracts designated as a net 
investment hedge.
Interest Rate Risk
Our available-for-sale debt investments include fixed and variable rate securities that are sensitive to interest rate fluctuations.  Our 
policy is to invest in high quality securities, while providing adequate liquidity and maintaining diversification to avoid significant 
exposure.  A hypothetical 100 basis point adverse change in interest rates would not have a material impact to the fair value of our 
investments at December 31, 2024 and 2023. 
We are also exposed to interest rate risk related to our fixed-rate debt.  To manage this risk, we may enter into interest rate 
derivative contracts to hedge a portion of our fixed-rate debt that is exposed to changes in fair value attributable to changes in a 
benchmark interest rate.  The effect of a hypothetical 100 basis point adverse change in interest rates could result in a fair value loss 
of approximately $20 million and $29 million on the fair value of our interest rate derivative contracts designated as a fair value 
hedge of our fixed-rate debt at December 31, 2024 and 2023, respectively, before considering the offsetting effect of the underlying 
hedged activity.
PART II
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
MASTERCARD 2024 FORM 10-K     61

Item 8. Financial statements and supplementary data
Mastercard Incorporated
Index to consolidated financial statements
Page
  As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022
Management’s report on internal control over financial reporting
63
Report of independent registered public accounting firm (PCAOB ID 238)
64
Consolidated Statements of Operations
66
Consolidated Statements of Comprehensive Income
67
Consolidated Balance Sheets
68
Consolidated Statements of Changes in Equity
69
Consolidated Statements of Cash Flows
71
Notes to consolidated financial statements
72
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
62     MASTERCARD 2024 FORM 10-K

Management’s report on internal control over financial reporting
The management of Mastercard Incorporated (“Mastercard”) is responsible for establishing and maintaining adequate internal 
control over financial reporting.  Internal control over financial reporting is a process designed to provide reasonable assurance 
regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in 
accordance with accounting principles generally accepted in the United States of America.  Because of its inherent limitations, 
internal control over financial reporting may not prevent or detect misstatements.  As required by Section 404 of the Sarbanes-Oxley 
Act of 2002, management has assessed the effectiveness of Mastercard’s internal control over financial reporting as of December 31, 
2024.  In making its assessment, management has utilized the criteria set forth in Internal Control - Integrated Framework (2013) 
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Management has concluded that, based 
on its assessment, Mastercard’s internal control over financial reporting was effective as of December 31, 2024.  The effectiveness of 
Mastercard’s internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an 
independent registered public accounting firm, as stated in their report which appears on the next page.  Management’s assessment 
of, and conclusion on, the effectiveness of internal controls over financial reporting did not include the internal controls of RF 
Ultimate Parent, Inc. (“Recorded Future”), which was acquired in December 2024.  Recorded Future is a wholly-owned subsidiary 
whose total assets and total revenues excluded from management’s assessment of internal controls represented approximately 1% 
and less than 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 
2024.
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
MASTERCARD 2024 FORM 10-K     63

Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Mastercard Incorporated
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Mastercard Incorporated and its subsidiaries (the “Company”) as 
of December 31, 2024 and 2023, and the related consolidated statements of operations, comprehensive income, changes in equity 
and cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred 
to as the “consolidated financial statements”).  We also have audited the Company’s internal control over financial reporting as of 
December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of 
Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position 
of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in 
the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.  
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of 
December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control 
over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the 
accompanying Management’s report on internal control over financial reporting.  Our responsibility is to express opinions on the 
Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits.  
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are 
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules 
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the 
audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, 
whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material 
respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of 
the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such 
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial 
statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as 
well as evaluating the overall presentation of the consolidated financial statements.  Our audit of internal control over financial 
reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material 
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  
Our audits also included performing such other procedures as we considered necessary in the circumstances.  We believe that our 
audits provide a reasonable basis for our opinions.
As described in Management’s report on internal control over financial reporting, management has excluded RF Ultimate Parent, Inc. 
from its assessment of internal control over financial reporting as of December 31, 2024, because it was acquired by the Company in 
a purchase business combination during 2024. We have also excluded RF Ultimate Parent, Inc. from our audit of internal control over 
financial reporting. RF Ultimate Parent, Inc. is a wholly-owned subsidiary whose total assets and total revenues excluded from 
management’s assessment and our audit of internal control over financial reporting represent approximately 1% and less than 1%, 
respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability 
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted 
accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to 
the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of 
the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial 
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are 
being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable 
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
64     MASTERCARD 2024 FORM 10-K

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that 
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, 
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because 
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial 
statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or 
disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or 
complex judgments.  The communication of critical audit matters does not alter in any way our opinion on the consolidated financial 
statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the 
critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition - Rebates and Incentives
As described in Notes 1 and 3 to the consolidated financial statements, the Company provides certain customers with rebates and 
incentives which are a portion of total net revenue of $28.2 billion for the year ended December 31, 2024.  The Company has 
business agreements with certain customers that provide for rebates and incentives within net revenue that could be either fixed or 
variable.  Variable rebates and incentives are recorded primarily when volume- and transaction-based revenues are recognized over 
the contractual term.  Variable rebates and incentives are calculated based upon estimated customer performance, such as volume 
thresholds, and the terms of the related business agreements.  As disclosed by management, various factors are considered in 
estimating customer performance, including forecasted transactions, card issuance and card conversion volumes, expected 
payments and historical experience with that customer.
The principal considerations for our determination that performing procedures relating to rebates and incentives is a critical audit 
matter are (i) the significant judgment by management when developing estimates related to rebates and incentives based on 
customer performance; and (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating 
management’s estimates related to customer performance, including the reasonableness of the various applicable factors 
considered by management in the estimate.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion 
on the consolidated financial statements.  These procedures included testing the effectiveness of controls relating to rebates and 
incentives, including controls over evaluating estimated customer performance.  These procedures also included, among others, 
evaluating the reasonableness of estimated customer performance for a sample of customer agreements, including (i) evaluating the 
agreements to identify whether all rebates and incentives are identified and recorded accurately; (ii) testing management’s process 
for developing estimated customer performance, including evaluating the reasonableness of the various applicable factors 
considered by management; and (iii) evaluating estimated customer performance as compared to actual results in the period the 
customer reports actual performance.  
/s/ PricewaterhouseCoopers LLP
New York, New York
February 12, 2025 
We have served as the Company’s auditor since 1989.
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
MASTERCARD 2024 FORM 10-K     65

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.
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
66     MASTERCARD 2024 FORM 10-K

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.
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
MASTERCARD 2024 FORM 10-K     67

Consolidated Balance Sheets
December 31,
2024
2023
(in millions, except per share data)
Assets
Current assets:
Cash and cash equivalents
$ 
8,442 
$ 
8,588 
Restricted cash and restricted cash equivalents
 
492 
 
32 
Restricted security deposits held for customers
 
1,874 
 
1,845 
Investments
 
330 
 
592 
Accounts receivable
 
3,773 
 
4,060 
Settlement assets
 
1,821 
 
1,233 
Prepaid expenses and other current assets
 
2,992 
 
2,611 
Total current assets
 
19,724 
 
18,961 
Property, equipment and right-of-use assets, net
 
2,138 
 
2,061 
Deferred income taxes
 
1,614 
 
1,355 
Goodwill
 
9,193 
 
7,660 
Other intangible assets, net
 
5,453 
 
4,086 
Other assets
 
9,959 
 
8,325 
Total Assets
$ 
48,081 
$ 
42,448 
Liabilities, Redeemable Non-controlling Interests and Equity
Current liabilities:
Accounts payable
$ 
929 
$ 
834 
Settlement obligations
 
2,316 
 
1,399 
Restricted security deposits held for customers
 
1,874 
 
1,845 
Accrued litigation
 
930 
 
723 
Accrued expenses
 
10,393 
 
8,517 
Short-term debt
 
750 
 
1,337 
Other current liabilities
 
2,028 
 
1,609 
Total current liabilities
 
19,220 
 
16,264 
Long-term debt
 
17,476 
 
14,344 
Deferred income taxes
 
317 
 
369 
Other liabilities
 
4,553 
 
4,474 
Total Liabilities
 
41,566 
 
35,451 
Commitments and Contingencies
Redeemable Non-controlling Interests
 
— 
 
22 
Stockholders’ Equity
Class A common stock, $0.0001 par value; authorized 3,000 shares, 1,404 and 1,402 shares 
issued and 907 and 927 shares outstanding, respectively
 
— 
 
— 
Class B common stock, $0.0001 par value; authorized 1,200 shares, 7 shares issued and 
outstanding, respectively
 
— 
 
— 
Additional paid-in-capital
 
6,442 
 
5,893 
Class A treasury stock, at cost, 497 and 475 shares, respectively
 
(71,431)  
(60,429) 
Retained earnings
 
72,907 
 
62,564 
Accumulated other comprehensive income (loss)
 
(1,433)  
(1,099) 
Mastercard Incorporated Stockholders' Equity
 
6,485 
 
6,929 
Non-controlling interests
 
30 
 
46 
Total Equity
 
6,515 
 
6,975 
Total Liabilities, Redeemable Non-controlling Interests and Equity
$ 
48,081 
$ 
42,448 
The accompanying notes are an integral part of these consolidated financial statements.
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
68     MASTERCARD 2024 FORM 10-K

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 
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
MASTERCARD 2024 FORM 10-K     69

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.
 
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
70     MASTERCARD 2024 FORM 10-K

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.
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
MASTERCARD 2024 FORM 10-K     71

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.  Mastercard connects 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.  The Company makes payments easier and more efficient by providing a wide range of payment solutions and services 
using its family of well-known and trusted brands, including Mastercard®, Maestro® and Cirrus®.  The Company operates a payments 
network that provides choice and flexibility for consumers, merchants and Mastercard customers.  Through its unique and 
proprietary global payments network, the Company switches (authorizes, clears and settles) payment transactions.  The Company 
has additional payments capabilities that include automated clearing house (“ACH”) transactions (both batch and real-time account-
based payments).  Using these capabilities, the Company offers consumer and commercial payment products, captures new 
payment flows and provides services and solutions.  The Company’s services and solutions include, among others, security solutions, 
consumer acquisition and engagement services, and business and market insights, all of which draw on Mastercard’s principled and 
responsible use of secure data.  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.
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.  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.  
Investments in VIEs for which the Company is not considered the primary beneficiary are not consolidated and are accounted for as 
marketable, equity method or measurement alternative method investments and recorded in other assets on the consolidated 
balance sheets.  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.  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”).
Non-controlling interests represent the equity interest not owned by the Company and are recorded for consolidated entities in 
which the Company owns less than 100% of the interests.  Changes in a parent’s ownership interest while the parent retains its 
controlling interest are accounted for as equity transactions, and upon loss of control, retained ownership interests are remeasured 
at fair value, with any gain or loss recognized in earnings.  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). 
Use of estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and 
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of 
the financial statements and the reported amounts of revenue and expenses during the reporting periods.  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.  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.
Revenue recognition - Revenue is recognized to depict the transfer of promised services to customers in an amount that reflects the 
consideration to which the Company expects to be entitled to in exchange for those services.
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72     MASTERCARD 2024 FORM 10-K

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 is recognized in the period in which the related transactions and volume occur.  Certain volume-
based revenue is determined from information reported by customers.
Revenue from the Company’s value-added services and solutions is generated through either fixed or transaction-based fees.  These 
services and solutions can be integrated and sold with the Company’s payment network services or can be sold on a stand-alone 
basis.  For those contracts that include multiple performance obligations, the Company allocates revenue to each performance 
obligation based on its relative standalone selling price (“SSP”).  The SSP is the price at which the Company would sell a promised 
product or service separately in similar circumstances to similar customers.  Revenue from the Company’s value-added services and 
solutions is recognized in the period in which the related services and solutions are performed or transactions occur.  For services 
provided to customers where delivery involves the use of a third-party, the Company recognizes revenue on a gross basis if it acts as 
the principal, controlling the service to the customer, or on a net basis if it acts as the agent, arranging for the service to be provided.  
Mastercard has business agreements with certain customers that provide for rebates and incentives within net revenue that could 
be either fixed or variable.  Fixed incentives typically represent payments to a customer directly related to entering into an 
agreement, which are generally capitalized and amortized over the life of the agreement on a straight-line basis.  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 calculated based upon estimated customer performance, such as volume 
thresholds, and the terms of the related business agreements.  Customer incentives to be paid to customers under business 
agreements are included in accrued expenses and other liabilities on the consolidated balance sheets.   
Certain of the Company’s contracts may include options to receive additional value-added services and solutions.  The Company 
accounts for the option as a distinct performance obligation if the option provides a material right to the customer.  Material rights 
are incremental to the standard offerings, which a customer would not have received without entering into the contract.  If a 
material right exists in a contract, revenue allocated to the option is deferred and recognized as revenue when those future products 
or services are transferred or when the option expires.  The value of the option is based on observable prices in the contract or on a 
relative SSP basis. 
Contract assets include unbilled consideration typically resulting from executed value-added services and solutions performed for 
customers in connection with Mastercard’s payments network service arrangements.  Collection for these services typically occurs 
over the contractual term.  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.  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.  Acquisition-related costs are expensed as incurred 
and are included in general and administrative expenses on the consolidated statements of operations.  Any excess purchase price 
over the fair value of net assets acquired, including identifiable intangible assets, is recorded as goodwill.  Measurement period 
adjustments, if any, to the preliminary estimated fair value of the intangibles assets as of the acquisition date are recorded in 
goodwill. 
Goodwill and other intangible assets - Indefinite-lived intangible assets consist of goodwill and customer relationships.  Goodwill 
represents the synergies expected to arise after the acquisition date and the assembled workforce.  Finite-lived intangible assets 
consist of capitalized software costs, intangible assets acquired in business combinations (including customer relationships and 
acquired technology) and other intangible assets.  Intangible assets with finite useful lives are amortized over their estimated useful 
lives, on a straight-line basis, which range from one to twenty years.  Capitalized software includes internal and external costs 
incurred directly related to the design, development and testing phases of each capitalized software project.
The valuation methods for goodwill and other intangible assets acquired in business combinations involve assumptions concerning 
comparable company multiples, discount rates, growth projections and other assumptions of future business conditions.  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 
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MASTERCARD 2024 FORM 10-K     73

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). 
Impairment of assets - Goodwill and indefinite-lived intangible assets are not amortized but tested annually for impairment at the 
reporting unit level in the fourth quarter, or sooner when circumstances indicate an impairment may exist.  The impairment 
evaluation for goodwill utilizes a qualitative assessment to determine whether it is more likely than not that goodwill is impaired.  
The qualitative factors may include, but are not limited to, macroeconomic conditions, industry and market conditions, operating 
environment, financial performance and other relevant events.  If it is determined that it is more likely than not that goodwill is 
impaired, then the Company is required to perform a quantitative goodwill impairment test.  If the fair value of the reporting unit 
exceeds the carrying value, goodwill is not impaired.  If the fair value of the reporting unit is less than its carrying value, goodwill is 
impaired and the excess of the reporting unit’s carrying value over the fair value is recognized as an impairment charge.  
The impairment test for indefinite-lived intangible assets consists of a qualitative assessment to evaluate relevant events and 
circumstances that could affect the significant inputs used to determine the fair value of indefinite-lived intangible assets.  If the 
qualitative assessment indicates that it is more likely than not that indefinite-lived intangible assets are impaired, then a quantitative 
assessment is required.  If the fair value of the indefinite-lived intangible asset exceeds the carrying value, the asset is not impaired.  
If the fair value of the indefinite-lived intangible asset is less than its carrying value, the asset is impaired and the excess of the 
asset’s carrying value over the fair value is recognized as an impairment charge.
Long-lived assets, other than goodwill and indefinite-lived intangible assets, are tested for impairment whenever events or 
circumstances indicate that their carrying amount may not be recoverable.  If the carrying value of the asset cannot be recovered 
from estimated future cash flows, undiscounted and without interest, the fair value of the asset is calculated using the present value 
of estimated net future cash flows.  If the carrying amount of the asset exceeds its fair value, an impairment is recorded.
Impairment charges, if any, are recorded in general and administrative expenses on the consolidated statements of operations.
Litigation - The Company is a party to certain legal and regulatory proceedings with respect to a variety of matters.  The Company 
evaluates the likelihood of an unfavorable outcome of all legal or regulatory proceedings to which it is a party and accrues a loss 
contingency when the loss is probable and reasonably estimable.  Loss contingencies are recorded in provision for litigation on the 
consolidated statements of operations.  These judgments are subjective based on the status of the legal or regulatory proceedings, 
the merits of its defenses and consultation with in-house and external legal counsel.  Legal costs are expensed as incurred and 
recorded in general and administrative expenses on the consolidated statements of operations.
Settlement and other risk management - Mastercard’s rules guarantee the settlement of many of the payment network transactions 
between its customers.  Settlement exposure is the outstanding settlement risk to customers under Mastercard’s rules due to the 
difference in timing between the payment transaction date and subsequent settlement.  For those transactions the Company 
guarantees, the guarantee will cover the full amount of the settlement obligation to the extent the settlement obligation is not 
otherwise satisfied. The duration of the settlement exposure is short-term and generally limited to a few days.
The Company also enters into agreements in the ordinary course of business under which the Company agrees to indemnify third 
parties against damages, losses and expenses incurred in connection with legal and other proceedings arising from relationships or 
transactions with the Company.  As the extent of the Company’s obligations under these agreements depends entirely upon the 
occurrence of future events, the Company’s potential future liability under these agreements is not determinable.  
The Company accounts for each of its guarantees by recording the guarantee at its fair value at the inception or modification date 
through earnings.
Settlement assets/obligations - The Company operates systems for settling payment transactions among participants in the 
payments ecosystem in which the Company operates.  Settlement is generally completed on a same-day basis.  In some 
circumstances, however, funds may not settle until subsequent business days.  In addition, the Company may receive or post funds 
in advance of transactions related to certain payments capabilities.  The Company classifies the balances arising from these various 
activities as settlement assets and settlement obligations.
Income taxes - The Company follows an asset and liability based approach in accounting for income taxes as required under GAAP.  
Deferred income tax assets and liabilities are recorded to reflect the tax consequences on future years of temporary differences 
between the financial statement carrying amounts and income tax bases of assets and liabilities.  Deferred income taxes are 
displayed separately as noncurrent assets and liabilities on the consolidated balance sheets.  Valuation allowances are provided 
against assets which are not more likely than not to be realized.  The Company recognizes all material tax positions, including 
uncertain tax positions in which it is more likely than not that the position will be sustained based on its technical merits and if 
challenged by the relevant taxing authorities.  At each balance sheet date, unresolved uncertain tax positions are reassessed to 
determine whether subsequent developments require a change in the amount of recognized tax benefit.  The allowance for 
uncertain tax positions is recorded in other current and noncurrent liabilities on the consolidated balance sheets.  The Company 
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74     MASTERCARD 2024 FORM 10-K

records interest expense related to income tax matters as interest expense on the consolidated statements of operations.  The 
Company includes penalties related to income tax matters in the income tax provision.
Cash and cash equivalents - Cash and cash equivalents include certain investments with daily liquidity and with an original maturity 
of three months or less from the date of purchase.  Cash equivalents are recorded at cost, which approximates fair value.
Restricted cash and restricted cash equivalents - The Company classifies cash and cash equivalents as restricted when it is unavailable 
for withdrawal or use in its general operations.  The Company has the following types of restricted cash and restricted cash 
equivalents (“restricted cash”) that are included in the reconciliation of beginning-of-period and end-of-period amounts shown on 
the consolidated statements of cash flows:
•
Restricted cash - Restricted cash includes cash segregated to meet regulatory commitments, cash within qualified legal 
settlement funds and cash restricted for other general business purposes, including contractually restricted deposits as well as 
cash balances that are restricted based on the Company’s intention with regard to usage. 
•
Restricted security deposits held for customers - The Company requires certain customers to enter into risk mitigation 
arrangements, including cash collateral and/or forms of credit enhancement such as letters of credit and guarantees, for 
settlement of their transactions.  Certain risk mitigation arrangements for settlement, such as standby letters of credit and bank 
guarantees, are not recorded on the consolidated balance sheets.  The Company also holds cash deposits and certificates of 
deposit from certain customers as collateral for settlement of their transactions, which are recorded as assets on the 
consolidated balance sheets.  These assets are fully offset by corresponding liabilities included on the consolidated balance 
sheets.  The amount of these security deposits and the duration held are determined by the risk profile of the individual 
customer and the Company’s risk management practices.
Fair value - The Company measures certain financial assets and liabilities at fair value on a recurring basis by estimating the price 
that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants.  
The Company also measures certain financial and non-financial assets and liabilities at fair value on a nonrecurring basis, when a 
change in fair value or impairment is evidenced.  The Company classifies these recurring and nonrecurring fair value measurements 
into a three-level hierarchy (“Valuation Hierarchy”).
The Valuation Hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement 
date.  A financial instrument’s categorization within the Valuation Hierarchy is based upon the lowest level of input that is significant 
to the fair value measurement.  The three levels of the Valuation Hierarchy are as follows: 
•
Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
•
Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted 
prices for identical or similar assets and liabilities in inactive markets and inputs that are observable for the asset or liability.
•
Level 3 - inputs to the valuation methodology are unobservable and cannot be directly corroborated by observable market data.
The Company’s financial assets and liabilities measured at fair value on a recurring basis include investment securities available-for-
sale, marketable securities, derivative instruments and deferred compensation.  The Company’s financial assets measured at fair 
value on a nonrecurring basis include nonmarketable securities.  The Company’s non-financial assets measured at fair value on a 
nonrecurring basis include property, equipment and right-of-use assets, goodwill and other intangible assets and are subject to fair 
value adjustments in certain circumstances, such as when there is evidence of impairment.
Investment securities - The Company classifies investments as available-for-sale or held-to-maturity at the date of acquisition.
•
Available-for-sale debt securities:
◦
Investments in debt securities that are available to meet the Company’s current operational needs are classified as current 
assets and the securities that are not available for current operational needs are classified as noncurrent assets on the 
consolidated balance sheets.
The debt securities are carried at fair value, with unrealized gains and losses, net of tax, recorded as a separate component 
of accumulated other comprehensive income (loss) on the consolidated statements of changes in equity.  Net realized gains 
and losses on debt securities are recognized in investment income on the consolidated statements of operations.  The 
specific identification method is used to determine realized gains and losses.
The Company evaluates its debt securities for impairment on an ongoing basis.  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.  The credit loss component of the 
impairment is recognized as an allowance and recorded in other income (expense), net on the consolidated statements of 
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MASTERCARD 2024 FORM 10-K     75

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.  Held-to-maturity securities that mature within one year are classified as current assets within investments on the 
consolidated balance sheets while held-to-maturity securities with maturities of greater than one year are classified as other 
assets.  Time deposits are carried at amortized cost on the consolidated balance sheets and are intended to be held until 
maturity.
Equity investments - The Company holds equity securities of publicly traded and privately held companies.
•
Marketable equity securities - Marketable equity securities are strategic investments in publicly traded companies and are 
measured at fair value using quoted prices in their respective active markets with changes recorded through gains (losses) on 
equity investments, net on the consolidated statements of operations.  Marketable equity securities that are expected to be 
held as part of the Company’s long-term investment strategy are classified in other assets on the consolidated balance sheets.
•
Nonmarketable equity investments - The Company’s nonmarketable equity investments, which are reported in other assets on 
the consolidated balance sheets, include strategic investments in privately held companies without readily determinable market 
values.  The Company uses discounted cash flows and market assumptions to estimate the fair value of its nonmarketable 
equity investments when certain events or circumstances indicate that impairment may exist.  The Company’s nonmarketable 
equity investments are accounted for under the measurement alternative method or equity method.
◦
Measurement alternative method - The Company accounts for investments in common stock or in-substance common stock 
under the measurement alternative method of accounting when it does not exercise significant influence, generally when it 
holds less than 20% ownership in the entity or when the interest in a limited partnership or limited liability company is less 
than 5% and the Company has no significant influence over the operations of the investee.  Investments in companies that 
Mastercard does not control, but that are not in the form of common stock or in-substance common stock, are also 
accounted for under the measurement alternative method of accounting.  Measurement alternative investments are 
measured at cost, less any impairment and adjusted for changes resulting from observable price changes in orderly 
transactions for identical or similar investments of the same issuer.  Fair value adjustments, as well as impairments, are 
included in gains (losses) on equity investments, net on the consolidated statements of operations.
◦
Equity method - The Company accounts for investments in common stock or in-substance common stock under the equity 
method of accounting when it has the ability to exercise significant influence over the operations of the investee, generally 
when it holds between 20% and 50% ownership in the entity.  The excess of the cost over the underlying net equity of 
investments accounted for under the equity method is allocated to identifiable tangible and intangible assets and liabilities 
based on fair values at the date of acquisition.  The amortization of the excess of the cost over the underlying net equity of 
investments and Mastercard’s share of net earnings or losses of entities accounted for under the equity method of 
accounting is included in other income (expense), net on the consolidated statements of operations.  
In addition, investments in flow-through entities such as limited partnerships and limited liability companies are also 
accounted for under the equity method when the Company has the ability to exercise significant influence over the 
operations of the investee, generally when the investment ownership percentage is equal to or greater than 5% of the 
outstanding ownership interest.  The Company’s share of net earnings or losses for these investments are included in gains 
(losses) on equity investments, net on the consolidated statements of operations. 
Derivative and hedging instruments - The Company’s derivative financial instruments are recorded as either assets or liabilities on 
the balance sheet and measured at fair value.  The Company’s foreign exchange and interest rate derivative contracts are included in 
Level 2 of the Valuation Hierarchy as the fair value of the contracts are based on inputs that are observable based on broker quotes 
for the same or similar instruments.  The Company does not enter into derivative instruments for trading or speculative purposes.  
For derivatives that are not designated as hedging instruments, realized and unrealized gains and losses from the change in fair value 
of the derivatives are recognized in current earnings.  
The Company’s derivatives that are designated as hedging instruments are required to meet established accounting criteria.  In 
addition, an effectiveness assessment is required to demonstrate that the derivative is expected to be highly effective at offsetting 
changes in fair value or cash flows of the underlying exposure both at inception of the hedging relationship and on an ongoing basis.  
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.  
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76     MASTERCARD 2024 FORM 10-K

The Company may designate derivative instruments as cash flow, fair value and net investment hedges, as follows:
•
Cash flow hedges - Fair value adjustments to derivative instruments are recorded, net of tax, in other comprehensive income 
(loss) on the consolidated statements of comprehensive income.  Any gains and losses deferred in accumulated other 
comprehensive income (loss) are subsequently reclassified to the corresponding line item on the consolidated statements of 
operations when the underlying hedged transactions impact earnings.  For hedges that are no longer deemed highly effective, 
hedge accounting is discontinued prospectively, and any gains and losses remaining in accumulated other comprehensive 
income (loss) are reclassified to earnings when the underlying forecasted transaction occurs.  Any amounts excluded from 
effectiveness testing of cash flow hedges are recognized in earnings over the life of the hedging instrument. If it is probable that 
the forecasted transaction will no longer occur, the associated gains or losses in accumulated other comprehensive income 
(loss) are reclassified to the corresponding line item on the consolidated statements of operations in current earnings.
•
Fair value hedges - Changes in the fair value of derivative instruments are recorded in current-period earnings, along with the 
gain or loss on the hedged asset or liability (“hedged item”) that is attributable to the hedged risk.  All amounts recognized in 
earnings are recorded to the corresponding line item on the consolidated statements of operations as the earnings effect of the 
hedged item.  Hedged items are measured on the consolidated balance sheets at their carrying amount adjusted for any 
changes in fair value attributable to the hedged risk (“basis adjustments”).  The Company defers the amortization of any basis 
adjustments until the end of the derivative instrument’s term.  If the hedge designation is discontinued for reasons other than 
derecognition of the hedged item, the remaining basis adjustments are amortized in accordance with applicable GAAP for the 
hedged item. 
•
Net investment hedges - The Company has numerous investments in foreign subsidiaries.  The net assets of these subsidiaries 
are exposed to volatility in foreign currency exchange rates.  The Company may use foreign currency denominated debt and/or 
derivative instruments to hedge a portion of its net investment in foreign operations against adverse movements in exchange 
rates.  The effective portion of the foreign currency gains and losses related to the hedging instruments are reported in 
accumulated other comprehensive income (loss) on the consolidated balance sheets as a cumulative translation adjustment 
component of equity.  Gains and losses in accumulated other comprehensive income (loss) are reclassified to earnings only if 
the Company sells or substantially liquidates its net investments in foreign subsidiaries.  Amounts excluded from effectiveness 
testing of net investment hedges are recognized in earnings over the life of the hedging instrument.  The Company evaluates 
the effectiveness of the net investment hedge each quarter.
Property, equipment and right-of-use assets - Property and equipment are stated at cost less accumulated depreciation and 
amortization.  Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the 
assets.  Depreciation of leasehold improvements and amortization of finance leases is included in depreciation and amortization 
expense on the consolidated statements of operations.  Operating lease amortization expense is included in general and 
administrative expenses on the consolidated statements of operations.
The Company determines if a contract is, or contains, a lease at contract inception.  The Company’s right-of-use (“ROU”) assets are 
primarily related to operating leases for office space, automobiles and other equipment.  Leases are included in property, equipment 
and right-of-use assets, other current liabilities and other liabilities on the consolidated balance sheets.  
ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make 
lease payments arising from the lease.  ROU assets and lease liabilities are recognized at the commencement date based on the 
present value of lease payments over the lease term.  In addition, ROU assets include initial direct costs incurred by the lessee as 
well as any lease payments made at or before the commencement date, and exclude lease incentives.  As most of the Company's 
leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the 
commencement date in determining the present value of lease payments.  The incremental borrowing rate is determined by using 
the rate of interest that the Company would pay to borrow on a collateralized basis an amount equal to the lease payments for a 
similar term and in a similar economic environment.  Lease terms include options to extend or terminate the lease when it is 
reasonably certain that the Company will exercise that option.  Leases with a term of one year or less are excluded from ROU assets 
and liabilities. 
The Company excludes variable lease payments in measuring ROU assets and lease liabilities, other than those that depend on an 
index, a rate or are in-substance fixed payments.  Lease and nonlease components are generally accounted for separately.  When 
available, consideration is allocated to the separate lease and nonlease components in a lease contract on a relative standalone price 
basis using observable standalone prices.  
Pension and other postretirement plans - The Company recognizes the funded status of its single-employer defined benefit pension 
plans and postretirement plans as assets or liabilities on its consolidated balance sheets and recognizes changes in the funded status 
in the year in which the changes occur through accumulated other comprehensive income (loss).  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.  
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MASTERCARD 2024 FORM 10-K     77

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.
Net periodic pension and postretirement benefit cost/(income), excluding the service cost component, is recognized in other income 
(expense), net on the consolidated statements of operations.  These costs include interest cost, expected return on plan assets, 
amortization of prior service costs or credits and gains or losses previously recognized as a component of accumulated other 
comprehensive income (loss).  The service cost component is recognized in general and administrative expenses on the consolidated 
statements of operations.   
Defined contribution plans - The Company’s contributions to defined contribution plans are recorded as employees render service to 
the Company.  The charge is recorded in general and administrative expenses on the consolidated statements of operations. 
Advertising and marketing - Expenses incurred to promote Mastercard’s brand, products and services are recognized in advertising 
and marketing on the consolidated statements of operations.  The timing of recognition is dependent on the type of advertising or 
marketing expense.
Foreign currency remeasurement and translation - Revenue and expense transactions in currencies other than applicable functional 
currency of an entity are converted to the functional currency at the exchange rate on the transaction date.  Monetary assets and 
liabilities in a currency other than the functional currency are remeasured using current exchange rates in effect at the balance sheet 
date.  Non-monetary assets and liabilities are recorded at historical exchange rates.  Resulting exchange gains and losses related to 
remeasurement are included in general and administrative expenses on the consolidated statements of operations.
Where a non-U.S. currency is the functional currency, translation from that functional currency to U.S. dollars is performed for 
balance sheet accounts using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using 
a weighted-average exchange rate for the period.  Resulting translation adjustments are reported as a component of accumulated 
other comprehensive income (loss).
Treasury stock - The Company records the repurchase of shares of its common stock at cost on the trade date of the transaction.  
These shares are considered treasury stock, which is a reduction to stockholders’ equity.  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.
Share-based payments - The Company measures share-based compensation expense at the grant date, based on the estimated fair 
value of the award and uses the straight-line method of attribution, net of estimated forfeitures, for expensing awards over the 
requisite employee service period.  The Company estimates the fair value of its non-qualified stock option awards (“Options”) using a 
Black-Scholes valuation model.  The fair value of restricted stock units (“RSUs”) is determined and fixed on the grant date based on 
the Company’s stock price, adjusted for the exclusion of dividend equivalents.  The Monte Carlo simulation valuation model is used 
to determine the grant date fair value of performance stock units (“PSUs”) granted.  All share-based compensation expenses are 
recorded in general and administrative expenses on the consolidated statements of operations. 
Redeemable non-controlling interests - The Company’s business combinations may include provisions allowing non-controlling equity 
owners the ability to require the Company to purchase additional interests in the subsidiary at their discretion.  The interests are 
initially recorded at fair value and in subsequent reporting periods are accreted or adjusted to the estimated redemption value.  The 
adjustments to the redemption value are recorded to retained earnings or additional paid-in capital on the consolidated balance 
sheets.  The redeemable non-controlling interests are considered temporary and reported outside of permanent equity on the 
consolidated balance sheets at the greater of the carrying amount adjusted for the non-controlling interest’s share of net income 
(loss) or its redemption value. 
Earnings per share - The Company calculates basic earnings per share (“EPS”) by dividing net income by the weighted-average 
number of common shares outstanding during the year.  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.  If redemption value exceeds the fair value of the redeemable non-controlling interests, 
the excess would be a reduction to net income for the EPS calculation. 
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
78     MASTERCARD 2024 FORM 10-K

Accounting Pronouncements Not Yet Adopted 
Improvements to Income Tax Disclosures - In December 2023, the Financial Accounting Standards Board (“FASB”) issued accounting 
guidance to enhance the transparency and decision usefulness of income tax disclosures.  The guidance includes improvements to 
income tax disclosures primarily related to the rate reconciliation and income taxes paid.  This guidance is effective for annual 
periods beginning after December 15, 2024, with early adoption permitted.  The Company will adopt this guidance in its Form 10-K 
for the year ended December 31, 2025.
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.  This guidance is effective for fiscal years beginning after December 15, 2026, 
and interim periods after December 15, 2027.  The Company is in the process of evaluating when it will adopt this guidance.
Note 2. Acquisitions 
In 2024, the Company acquired businesses for total cash consideration of $2.8 billion.  In December 2024, Mastercard acquired a 
100% equity interest in RF Ultimate Parent, Inc. (“Recorded Future”), a global threat intelligence company, for cash consideration of 
$2.7 billion.  This acquisition is expected to add threat intelligence capabilities to Mastercard’s identity, fraud prevention, real-time 
decisioning and cybersecurity services.  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.
In 2022, Mastercard acquired a 100% equity interest in Dynamic Yield LTD (“Dynamic Yield”) for cash consideration of $325 million.  
The net assets acquired primarily relate to intangible assets, including goodwill of $200 million 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.   
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. 
The Company is evaluating and finalizing the purchase accounting for the businesses acquired during 2024.  In 2023, the Company 
finalized the purchase accounting for the business acquired during 2022.  The fair values of the purchase price allocations in 
aggregate, as of the acquisition dates, are noted below for the years ended December 31. 
2024
2023
2022
(in millions)
Assets:
Cash and cash equivalents
$ 
270 
** $ 
11 
Prepaid expenses and other current assets
 
79 
**  
7 
Goodwill
 
1,736 
**  
200 
Other intangible assets, net
 
1,361 
**  
125 
Other assets
 
20 
**  
9 
Total assets
 
3,466 
**  
352 
Liabilities:
Other current liabilities
 
413 
**  
15 
Deferred income taxes 
 
207 
**  
3 
Other liabilities
 
65 
**  
9 
Total liabilities
 
685 
**  
27 
Net assets acquired
$ 
2,781 
**
$ 
325 
** No material business acquisitions completed in 2023.
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
MASTERCARD 2024 FORM 10-K     79

The following table summarizes the identified intangible assets acquired during the years ended December 31:
2024
2023
2022
2024
2023
2022
Acquisition Date Fair Value
Weighted-Average Useful Life
(in millions)
(in years)
Developed technologies
$ 
530 
** $ 
100 
8.9
**
7.8
Customer relationships
 
781 
**  
25 
15.0
**
17.0
Other
 
50 
**  
— 
9.0
**
—
Other intangible assets, net
$ 
1,361 
** $ 
125 
12.4
**
9.6
** No material business acquisitions completed in 2023.
Proforma information related to these acquisitions was not included because the impact on the Company's consolidated results of 
operations was not considered to be material.  
Note 3. Revenue 
Mastercard is a payments network service provider that generates revenue from a wide range of payments solutions provided to 
customers.  Revenue from contracts with customers is recognized when services are performed in an amount that reflects the 
consideration to which the Company expects to be entitled to in exchange for those services (i.e., fees charged to customers).  The 
Company disaggregates its net revenue from contracts with customers into two categories: (i) payment network and (ii) value-added 
services and solutions.  The Company’s net revenue categories, payment network and value-added services and solutions, are 
recognized net of rebates and incentives provided to customers.  Rebates and incentives can be either fixed or variable and are 
attributed to the category of revenue to which they pertain. 
Payment network
Mastercard’s payment network involves four participants in addition to the Company: account holders (a person or entity who holds 
a card or uses another device enabled for payment), issuers (the account holders’ financial institutions), merchants and acquirers 
(the merchants’ financial institutions).  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.  As a payments network service provider, the Company provides its 
customers with continuous access to its global payments network and stands ready to provide transaction processing over the 
contractual term.  Consideration is variable and is recognized as revenue in the period in which volumes and transactions occur.   
Value-added services and solutions
The Company generates revenues from value-added services and solutions through either fixed or transaction-based fees.  These 
services and solutions can be integrated and sold with the Company’s payment network services or can be sold on a stand-alone 
basis.  These services and solutions primarily include security solutions, consumer acquisition and engagement services, business and 
market insights, digital and authentication solutions, processing and gateway, ACH batch and real-time account-based payments and 
solutions, and open banking.  Revenue from these services and solutions is recognized in the period in which the related services and 
solutions are performed or transactions occur.
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
80     MASTERCARD 2024 FORM 10-K

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.  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 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 Company’s remaining performance periods for its contracts with customers for its payments network services are typically long-
term in nature (generally up to 10 years).  As a payments network service provider, the Company provides its customers with 
continuous access to its global payments network and stands ready to provide transaction processing and related services over the 
contractual term.  Consideration is variable as the Company generates volume- and transaction-based revenues from charging fees 
on its customers’ current period activity.  The Company has elected the optional exemption to not disclose the remaining 
performance obligations related to its payments network services.  The Company also earns revenue from value-added services and 
solutions.  At December 31, 2024, the estimated aggregate consideration allocated to unsatisfied performance obligations for these 
services and solutions is $1.4 billion, which is expected to be recognized through 2029.  The estimated remaining performance 
obligations related to these revenues are subject to change and are affected by several factors, including modifications and 
terminations and are not expected to be material to any future annual period.
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
MASTERCARD 2024 FORM 10-K     81

Note 4. 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.
Note 5. Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents 
The following table provides the components of cash, cash equivalents, restricted cash and restricted cash equivalents reported on 
the consolidated balance sheets that total to the amounts shown on the consolidated statements of cash flows for the years ended 
December 31: 
2024
2023
(in millions)
Cash and cash equivalents
$ 
8,442 
$ 
8,588 
Restricted cash and restricted cash equivalents
Restricted cash and restricted cash equivalents 1
 
492 
 
32 
Restricted security deposits held for customers
 
1,874 
 
1,845 
Cash, cash equivalents, restricted cash and restricted cash equivalents
$ 
10,808 
$ 
10,465 
1
During 2024, the Company increased its Restricted cash and restricted cash equivalents balance primarily as a result of cash segregated to meet 
regulatory commitments, as the Company is subject to systemic importance regulation in the European Union.  The increase was also 
attributable to restricted cash for litigation within a qualified settlement fund related to the settlement agreement for the ATM non-
discrimination rule surcharge complaints.  See Note 21 (Legal and Regulatory Proceedings) for additional information.
Note 6. Supplemental Cash Flows 
The following table includes supplemental cash flow disclosures for each of the years ended December 31:
2024
2023
2022
 
(in millions)
Cash paid for income taxes, net of refunds
$ 
3,252 
$ 
2,746 
$ 
2,506 
Cash paid for interest
 
571 
 
477 
 
414 
Cash paid for legal settlements
 
496 
 
929 
 
114 
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
82     MASTERCARD 2024 FORM 10-K

Note 7. 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).
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.
Investment income on the consolidated statements of operations primarily consists of interest income generated from cash, cash 
equivalents, held-to-maturity and available-for-sale investment securities, as well as realized gains and losses on the Company’s  
investment securities.  The realized gains and losses from the sales of available-for-sale securities for 2024, 2023 and 2022 were not 
material.
Available-for-Sale Securities 
The major classes of the Company’s available-for-sale investment securities and their respective amortized cost basis and fair values 
at December 31 were as follows:
 
2024
2023
 
Amortized 
Cost 
Gross 
Unrealized 
Gain
Gross 
Unrealized 
Loss 
Fair Value
Amortized 
Cost 
Gross 
Unrealized 
Gain
Gross 
Unrealized 
Loss 
Fair Value
(in millions)
Government and agency 
securities
$ 
80 
$ 
— 
$ 
— 
$ 
80 
$ 
86 
$ 
— 
$ 
— 
$ 
86 
Corporate securities
 
187 
 
1 
 
— 
 
188 
 
200 
 
1 
 
(1)  
200 
Asset-backed securities
 
24 
 
— 
 
— 
 
24 
 
— 
 
— 
 
— 
 
— 
Total
$ 
291 
$ 
1 
$ 
— 
$ 
292 
$ 
286 
$ 
1 
$ 
(1) $ 
286 
The Company’s government and agency securities include U.S. government bonds, U.S. government sponsored agency bonds and 
foreign government bonds that are denominated in the national currency of the issuing country. Corporate securities held at 
December 31, 2024 and 2023, and asset-backed securities held at December 31, 2024, primarily carried a credit rating of A- or 
better.  Corporate securities are comprised of commercial paper and corporate bonds.  The gross unrealized gains and losses on the 
available-for-sale securities are primarily driven by changes in interest rates.  For the available-for-sale securities in gross unrealized 
loss positions, the Company (1) does not intend to sell the securities, (2) more likely than not, will not be required to sell the 
securities before recovery of the unrealized losses and (3) expects that the contractual principal and interest will be received.  
Unrealized gains and losses are recorded as a separate component of accumulated other comprehensive income (loss) on the 
consolidated statements of changes in equity.
The maturity distribution based on the contractual terms of the Company’s available-for-sale investment securities at December 31, 
2024 was as follows:
Amortized
Cost
Fair Value
(in millions)
Due within 1 year
$ 
134 
$ 
134 
Due after 1 year through 5 years
 
157 
 
158 
Total
$ 
291 
$ 
292 
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
MASTERCARD 2024 FORM 10-K     83

Equity Investments
Included in other assets on the consolidated balance sheets are equity investments with readily determinable fair values 
(“Marketable securities”) and equity investments without readily determinable fair values (“Nonmarketable securities”).  Marketable 
securities are equity interests in publicly traded companies and are measured using unadjusted quoted prices in their respective 
active markets.  Nonmarketable securities that do not qualify for equity method accounting are measured at cost, less any 
impairment and adjusted for changes resulting from observable price changes in orderly transactions for the identical or similar 
investments of the same issuer (“Measurement alternative”).    
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 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 summarizes the unrealized gains and losses included in the carrying value of the Company’s Measurement 
alternative investments and Marketable securities for the years ended December 31:
2024
2023
2022
(in millions)
Measurement alternative investments:
Upward adjustments
$ 
11 
$ 
7 $ 
114 
Downward adjustments (including impairment)
$ 
(9) $ 
(145) $ 
(23) 
Marketable securities:
Unrealized gains (losses), net
$ 
(34) $ 
97 $ 
(213) 
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
84     MASTERCARD 2024 FORM 10-K

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”).
Financial Instruments - Carried at Fair Value
Financial instruments carried at fair value are categorized for fair value measurement purposes as recurring or non-recurring in 
nature.
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.  The fair value of the Company’s available-for-sale non-U.S. government and agency 
securities, corporate and asset-backed securities are based on observable inputs such as quoted prices, benchmark yields and issuer spreads for 
similar assets in active markets and are therefore included in Level 2 of the Valuation Hierarchy.
2
The Company’s foreign exchange and interest rate derivative asset and liability contracts measured at fair value are based on observable inputs 
such as broker quotes for similar derivative instruments.  See Note 23 (Derivative and Hedging Instruments) for further details. 
3
The Company’s Marketable securities are publicly held and fair values are based on unadjusted quoted prices in their respective active markets.
4
The Company has a nonqualified deferred compensation plan where assets are invested primarily in mutual funds held in a rabbi trust, which is 
restricted for payments to participants of the plan.  The Company has elected to use the fair value option for these mutual funds, which are 
measured using quoted prices of identical instruments in active markets and are included in prepaid expenses and other current assets on the 
consolidated balance sheets. 
5
The deferred compensation liabilities are measured at fair value based on the quoted prices of identical instruments to the investment vehicles 
selected by the participants.  These are included in other liabilities on the consolidated balance sheets.  
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
MASTERCARD 2024 FORM 10-K     85

Nonrecurring Measurements
Nonmarketable Securities
The Company’s Nonmarketable securities are recorded at fair value on a nonrecurring basis in periods after initial recognition under 
the equity method or measurement alternative method.  Nonmarketable securities are classified within Level 3 of the Valuation 
Hierarchy due to the absence of quoted market prices, the inherent lack of liquidity and unobservable inputs used to measure fair 
value that require management’s judgment.  The Company uses discounted cash flows and market assumptions to estimate the fair 
value of its Nonmarketable securities when certain events or circumstances indicate that impairment may exist.  See Note 7 
(Investments) for further details.  
Financial Instruments - Not Carried at Fair Value
Debt
Debt instruments are carried on the consolidated balance sheets at amortized cost.  The Company estimates the fair value of its debt 
based on either market quotes or observable market data.  Debt is classified as Level 2 of the Valuation Hierarchy as it is generally 
not traded in active markets.  At December 31, 2024, the carrying value and fair value of debt was $18.2 billion and $16.8 billion, 
respectively.  At December 31, 2023, the carrying value and fair value of debt was $15.7 billion and $14.7 billion, respectively.  See 
Note 15 (Debt) for further details.
Other Financial Instruments
Certain other financial instruments are carried on the consolidated balance sheets at cost or amortized cost basis, which 
approximates fair value due to their short-term, highly liquid nature.  These instruments include cash and cash equivalents, time 
deposits, accounts receivable, settlement assets, restricted cash and restricted cash equivalents, accounts payable, settlement 
obligations and other accrued liabilities.
Note 9. 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 
 
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
86     MASTERCARD 2024 FORM 10-K

Note 10. 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. 
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.  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.
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 
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
MASTERCARD 2024 FORM 10-K     87

Note 11. Goodwill 
The changes in the carrying amount of goodwill for the years ended December 31 were as follows:
2024
2023
(in millions)
Beginning balance
$ 
7,660 
$ 
7,522 
Additions
 
1,736 
 
46 
Foreign currency translation
 
(203)  
92 
Ending balance
$ 
9,193 
$ 
7,660 
The increase in the carrying amount of goodwill in 2024 was primarily related to the acquisition of Recorded Future in 2024. 
The Company performed its annual qualitative assessment of goodwill during the fourth quarter of 2024 and determined a 
quantitative assessment was not necessary.  The Company concluded that goodwill was not impaired and had no accumulated 
impairment losses at December 31, 2024.
Note 12. Other Intangible Assets 
The following table sets forth net intangible assets, other than goodwill, at December 31: 
2024
2023
Gross Carrying 
Amount
Accumulated 
Amortization
Net Carrying 
Amount
Gross Carrying 
Amount
Accumulated 
Amortization
Net Carrying 
Amount
(in millions)
Finite-lived intangible assets
Capitalized software 1
$ 
4,797 
$ 
(1,640) $ 
3,157 
$ 
3,917 
$ 
(1,530) $ 
2,387 
Customer relationships
 
2,804 
 
(720)  
2,084 
 
2,165 
 
(641)  
1,524 
Other
 
99 
 
(40)  
59 
 
51 
 
(38)  
13 
Total
 
7,700 
 
(2,400)  
5,300 
 
6,133 
 
(2,209)  
3,924 
Indefinite-lived intangible assets
Customer relationships
 
153 
 
— 
 
153 
 
162 
 
— 
 
162 
Total
$ 
7,853 
$ 
(2,400) $ 
5,453 
$ 
6,295 
$ 
(2,209) $ 
4,086 
1
Includes technology acquired in business combinations.
The increase in the gross carrying amount of finite-lived intangible assets in 2024 was primarily related to the acquisition of 
Recorded Future in 2024 as well as software additions to support the continued growth of the Company.  Certain intangible assets 
are denominated in foreign currencies.  As such, the change in intangible assets includes a component attributable to foreign 
currency translation.  Based on the qualitative assessment performed in 2024, it was determined that the Company’s indefinite-lived 
intangible assets were not impaired.
Amortization on the finite-lived intangible assets above amounted to $523 million, $457 million and $414 million in 2024, 2023 and 
2022, respectively.  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 
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
88     MASTERCARD 2024 FORM 10-K

Note 13. 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. 
As of December 31, 2024 and 2023, the Company’s provision for litigation was $930 million and $723 million, respectively.  These 
amounts are separately reported as accrued litigation on the consolidated balance sheets.  See Note 21 (Legal and Regulatory 
Proceedings) for additional information regarding the Company’s accrued litigation. 
Note 14. 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 primary plan is the Mastercard Savings Plan, a 401(k) plan for 
substantially all of the Company’s U.S. employees, which is subject to the provisions of the Employee Retirement Income Security 
Act of 1974, as amended.  In addition, the Company has several defined contribution plans outside of the U.S.  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.  Additionally, the Company sponsors a defined benefit pension plan in the United 
Kingdom (the “U.K. Plan”) which was permanently closed to new entrants and future accruals as of July 21, 2013, however, plan 
participants’ obligations are adjusted for future salary changes.  The term “Pension Plans” includes the non-U.S. Plans and the U.K. 
Plan.
The Company maintains a postretirement plan providing health coverage and life insurance benefits for substantially all of its U.S. 
employees hired before July 1, 2007 (the “Postretirement Plan”).
The Company uses a December 31 measurement date for the Pension Plans and its Postretirement Plan.  The benefit obligation 
associated with the Postretirement Plan is immaterial.  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.  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. 
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
MASTERCARD 2024 FORM 10-K     89

Note 15. Debt 
Debt consisted of the following at December 31:
2024
2023
Effective
Interest Rate
(in millions)
Senior Notes
2024 USD Notes
 4.100 % Senior Notes due January 2028
$ 
750 
$ 
— 
 4.262 %
 4.350 % Senior Notes due January 2032
 
1,150 
 
— 
 4.446 %
 4.550 % Senior Notes due January 2035
 
1,100 
 
— 
 4.633 %
 4.875 % Senior Notes due May 2034
 
1,000 
 
— 
 5.047 %
2023 USD Notes
 4.875 % Senior Notes due March 2028
 
750 
 
750 
 5.003 %
 4.850 % Senior Notes due March 2033
 
750 
 
750 
 4.923 %
2022 EUR Notes 1
 1.000 % Senior Notes due February 2029
 
781 
 
830 
 1.138 %
2021 USD Notes
 2.000 % Senior Notes due November 2031
 
750 
 
750 
 2.112 %
 1.900 % Senior Notes due March 2031
 
600 
 
600 
 1.981 %
 2.950 % Senior Notes due March 2051
 
700 
 
700 
 3.013 %
2020 USD Notes
 3.300 % Senior Notes due March 2027
 
1,000 
 
1,000 
 3.420 %
 3.350 % Senior Notes due March 2030
 
1,500 
 
1,500 
 3.430 %
 3.850 % Senior Notes due March 2050
 
1,500 
 
1,500 
 3.896 %
2019 USD Notes
 2.950 % Senior Notes due June 2029
 
1,000 
 
1,000 
 3.030 %
 3.650 % Senior Notes due June 2049
 
1,000 
 
1,000 
 3.689 %
 2.000 % Senior Notes due March 2025
 
750 
 
750 
 2.147 %
2018 USD Notes
 3.500 % Senior Notes due February 2028
 
500 
 
500 
 3.598 %
 3.950 % Senior Notes due February 2048
 
500 
 
500 
 3.990 %
2016 USD Notes
 2.950 % Senior Notes due November 2026
 
750 
 
750 
 3.044 %
 3.800 % Senior Notes due November 2046
 
600 
 
600 
 3.893 %
2015 EUR Notes 2
 2.100 % Senior Notes due December 2027
 
833 
 
885 
 2.189 %
 2.500 % Senior Notes due December 2030
 
156 
 
166 
 2.562 %
2014 USD Notes
 3.375 % Senior Notes due April 2024
 
— 
 
1,000 
 3.484 %
Other Debt
2023 INR Term Loan 3
 9.430 % Term Loan due July 2024
 
— 
 
338 
 9.780 %
 
18,420 
 
15,869 
Less: Unamortized discount and debt issuance costs
 
(131)  
(109) 
Less: Cumulative hedge accounting fair value adjustments 4
 
(63)  
(79) 
Total debt outstanding
 
18,226 
 
15,681 
Less: Short-term debt 5
 
(750)  
(1,337) 
Long-term debt
$ 
17,476 
$ 
14,344 
1
€750 million euro-denominated debt issued in February 2022.
2
€950 million euro-denominated debt remaining of the €1.650 billion issued in December 2015.
3
INR28.1 billion Indian rupee-denominated loan issued in July 2023.
4
The Company has an interest rate swap that is accounted for as a fair value hedge. See Note 23 (Derivative and Hedging Instruments) for 
additional information.
5
The 2019 USD Notes due March 2025 are classified as short-term debt, net of unamortized discount and debt issuance costs, on the consolidated 
balance sheets as of December 31, 2024.  As of December 31, 2023, the 2014 USD Notes due April 2024 and the INR Term Loan due July 2024 
were classified as short-term debt, net of unamortized discount and debt issuance costs, on the consolidated balance sheets.
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
90     MASTERCARD 2024 FORM 10-K

Scheduled annual maturities of the principal portion of debt outstanding at December 31, 2024 are summarized below. 
(in millions)
2025
$ 
750 
2026
 
750 
2027
 
1,833 
2028
 
2,000 
2029
 
1,781 
Thereafter
 
11,306 
Total
$ 
18,420 
Senior Notes
During 2024, the Company issued a total of $4 billion of debt, as follows:
•
In May 2024, the Company issued $1 billion principal amount of notes due May 2034
•
In September 2024, the Company issued $750 million principal amount of notes due January 2028, $1,150 million principal 
amount of notes due January 2032 and $1,100 million principal amount of notes due January 2035
The issuances in 2024 are collectively referred to as the “2024 USD Notes”.  The net proceeds from the issuance of the 2024 USD 
Notes, after deducting the original issue discount, underwriting discount and offering expenses, were $3.96 billion.
In March 2023, the Company issued $750 million principal amount of notes due March 2028 and $750 million principal amount of 
notes due March 2033 (collectively the “2023 USD Notes”).  The net proceeds from the issuance of the 2023 USD Notes, after 
deducting the original issue discount, underwriting discount and offering expenses, were $1.489 billion.
In February 2022, the Company issued €750 million ($781 million and $830 million as of December 31, 2024 and 2023, respectively) 
principal amount of notes due February 2029 (the “2022 EUR Notes”).  The net proceeds from the issuance of the 2022 EUR Notes, 
after deducting the original issue discount, underwriting discount and offering expenses, were €743 million ($843 million as of the 
date of settlement).
The Senior Notes described above are not subject to any financial covenants and may be redeemed in whole, or in part, at the 
Company’s option at any time for a specified make-whole amount.  These notes are senior unsecured obligations and would rank 
equally with any future unsecured and unsubordinated indebtedness. 
Indian Rupee (“INR”) Term Loan
In July 2022, the Company entered into an unsecured INR22.7 billion term loan originally due July 2023 (the “2022 INR Term Loan”).  
The net proceeds of the 2022 INR Term Loan, after deducting issuance costs, were INR22.6 billion ($284 million as of the date of 
settlement).
In April 2023, the Company entered into an additional unsecured INR4.97 billion term loan, also originally due July 2023 (the “April 
2023 INR Term Loan”).  The net proceeds of the April 2023 INR Term Loan, after deducting issuance costs, were INR4.96 billion ($61 
million as of the date of settlement).
In July 2023, the Company modified and combined the 2022 INR Term Loan and April 2023 INR Term Loan (the “2023 INR Term 
Loan”), increasing the total unsecured loans to INR28.1 billion ($342 million as of the date of settlement).  The 2023 INR Term Loan 
matured in July 2024. 
The Company obtained the INR Term Loans to serve as economic hedges to offset possible changes in the value of INR-denominated 
monetary assets due to foreign exchange fluctuations.    
Commercial Paper Program and Credit Facility
As of December 31, 2024, the Company has a commercial paper program (the “Commercial Paper Program”) under which the 
Company is authorized to issue up to $8 billion in unsecured commercial paper notes with maturities of up to 397 days from the date 
of issuance.  The Commercial Paper Program is available in U.S. dollars.
In conjunction with the Commercial Paper Program, the Company has a committed five-year unsecured $8 billion revolving credit 
facility (the “Credit Facility”).  The Credit Facility, which previously was set to expire on November 8, 2028, was extended and now 
expires on November 7, 2029.  Borrowings under the Credit Facility are available in U.S. dollars and/or euros.  The facility fee under 
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
MASTERCARD 2024 FORM 10-K     91

the Credit Facility is determined according to the Company’s credit rating and is payable on the average daily commitment, 
regardless of usage, per annum.  In addition to the facility fee, interest rates on borrowings under the Credit Facility would be based 
on prevailing market interest rates plus applicable margins that fluctuate based on the Company’s credit rating.  The Credit Facility 
contains customary representations, warranties, affirmative and negative covenants, events of default and indemnification 
provisions.  The Company was in compliance in all material respects with the covenants of the Credit Facility at December 31, 2024 
and 2023.  
Borrowings under the Commercial Paper Program and the Credit Facility are to be used to provide liquidity for general corporate 
purposes, including providing liquidity in the event of one or more settlement failures by the Company’s customers.  The Company 
may borrow and repay amounts under the Commercial Paper Program and Credit Facility for business continuity purposes.  The 
Company had no borrowings under the Credit Facility or the Commercial Paper Program at December 31, 2024 and 2023.
Note 16. Stockholders' Equity 
Classes of Capital Stock
Mastercard’s amended and restated certificate of incorporation authorizes the following classes of capital stock: 
Class
Par Value 
Per Share
Authorized 
Shares 
(in millions)
Dividend and Voting Rights
A
$0.0001
 
3,000 
One vote per share  
Dividend rights
B
$0.0001
 
1,200 
Non-voting
Dividend rights
Preferred
$0.0001
 
300 
No shares issued or outstanding at December 31, 2024 and 2023.  Dividend and voting 
rights are to be determined by the Board of Directors of the Company upon issuance.
Dividends 
The Company declared a quarterly cash dividend on its Class A and Class B Common Stock during each of the four quarters of 2024, 
2023 and 2022.  The total per share dividends declared during the years ended December 31 are summarized below: 
2024
2023
2022
(in millions, except per share data)
Dividends declared per share 
$ 
2.74 
$ 
2.37 $ 
2.04 
Total dividends declared
$ 
2,526 
$ 
2,231 $ 
1,968 
Ownership and Governance Structure
Equity ownership and voting power of the Company’s shares were allocated as follows as of December 31:
2024
2023
Equity 
Ownership
General 
Voting Power
Equity 
Ownership
General 
Voting Power
Public Investors (Class A stockholders)
 89.9 %
 90.6 %
 88.8 %
 89.5 %
Mastercard Foundation (Class A stockholders)
 9.3 %
 9.4 %
 10.4 %
 10.5 %
Principal or Affiliate Customers (Class B stockholders)
 0.7 %
 — %
 0.8 %
 — %
Note: Table may not sum due to rounding.
Class B Common Stock Conversions
Shares of Class B common stock are convertible on a one-for-one basis into shares of Class A common stock.  Entities eligible to hold 
Mastercard’s Class B common stock are defined in the Company’s amended and restated certificate of incorporation (generally the 
Company’s principal or affiliate customers), and they are restricted from retaining ownership of shares of Class A common stock.  
Class B stockholders are required to subsequently sell or otherwise transfer any shares of Class A common stock received pursuant 
to such a conversion.  
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
92     MASTERCARD 2024 FORM 10-K

Mastercard Foundation
In connection and simultaneously with its 2006 initial public offering (the “IPO”), the Company issued and donated 135 million newly 
authorized shares of Class A common stock to Mastercard Foundation.  Mastercard Foundation is a private charitable foundation 
incorporated in Canada that is controlled by directors who are independent of the Company and its principal customers.  Historically, 
Mastercard Foundation had been restricted from selling or otherwise transferring its shares of Class A common stock prior to May 1, 
2027, except to the extent necessary to satisfy its charitable disbursement requirements.  In July 2023, pursuant to an application in 
consultation with the Company, Mastercard Foundation received court approval to advance that date to January 1, 2024.  As a 
result, Mastercard Foundation is now permitted to sell all or part of its remaining shares, subject to certain conditions.  In March 
2024, Mastercard Foundation began selling shares pursuant to an orderly and structured plan to diversify its Mastercard shares over 
a seven-year period, while committing to remain a long-term Mastercard stockholder and retaining a significant holding of 
Mastercard shares in its portfolio.  
Common Stock Activity
The following table presents the changes in the Company’s outstanding Class A and Class B common stock:
 
Outstanding Shares
 
Class A
Class B
(in millions)
Balance at December 31, 2021
 
972.1 
 
7.8 
Purchases of treasury stock
 
(25.7)  
— 
Share-based payments
 
1.8 
 
— 
Conversion of Class B to Class A common stock
 
0.2 
 
(0.2) 
Balance at December 31, 2022
 
948.4 
 
7.6 
Purchases of treasury stock
 
(23.8)  
— 
Share-based payments
 
2.3 
 
— 
Conversion of Class B to Class A common stock
 
0.4 
 
(0.4) 
Balance at December 31, 2023
 
927.3 
 
7.2 
Purchases of treasury stock
 
(23.0)  
— 
Share-based payments
 
1.9 
 
— 
Conversion of Class B to Class A common stock
 
0.4 
 
(0.4) 
Balance at December 31, 2024
 
906.6 
 
6.8 
The Company’s Board of Directors have approved share repurchase programs of its Class A Common Stock authorizing the Company 
to repurchase shares.  The following table summarizes the Company’s share repurchase authorizations of its Class A common stock 
for the years ended December 31:
2024
2023
2022
(In millions, except per share data)
Board authorization
$ 
12,000 
$ 
11,000 
$ 
9,000 
Dollar-value of shares repurchased
$ 
10,954 
$ 
9,032 
$ 
8,753 
Shares repurchased
 
23.0 
 
23.8 
 
25.7 
Average price paid per share
$ 
475.35 
$ 
379.49 
$ 
340.60 
As of December 31, 2024, the remaining authorization under the share repurchase programs approved by the Company’s Board of 
Directors was $15.2 billion.
The Company repurchased an additional $959 million dollar-value of shares in 2025, through February 7, 2025.  As of February 7, 
2025, the remaining authorization under the share repurchase programs approved by the Company’s Board of Directors was $14.2 
billion.  
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
MASTERCARD 2024 FORM 10-K     93

Note 17. Accumulated Other Comprehensive Income (Loss) 
The changes in the balances of each component of accumulated other comprehensive income (loss), net of tax, for the years ended 
December 31, 2024 and 2023 were as follows:
December 31, 
2023
Increase / 
(Decrease)
Reclassifications
December 31, 
2024
(in millions)
Foreign currency translation adjustments 1
$ 
(1,119) $ 
(439) $ 
— 
$ 
(1,558) 
Translation adjustments on net investment hedges 2
 
181 
 
114 
 
— 
 
295 
Cash flow hedges
Foreign exchange contracts 3
 
(17)  
149 
 
(183)  
(51) 
Interest rate contracts
 
(118)  
— 
 
5 
 
(113) 
Defined benefit pension and other postretirement plans 
 
(25)  
19 
 
— 
 
(6) 
Investment securities available-for-sale
 
(1)  
1 
 
— 
 
— 
Accumulated other comprehensive income (loss)
$ 
(1,099) $ 
(156) $ 
(178) $ 
(1,433) 
December 31, 
2022
Increase / 
(Decrease)
Reclassifications
December 31, 
2023
(in millions)
Foreign currency translation adjustments 1
$ 
(1,414) $ 
295 
$ 
— 
$ 
(1,119) 
Translation adjustments on net investment hedges 2
 
309 
 
(128)  
— 
 
181 
Cash flow hedges
Foreign exchange contracts 3
 
(8)  
(31)  
22 
 
(17) 
Interest rate contracts
 
(123)  
— 
 
5 
 
(118) 
Defined benefit pension and other postretirement plans
 
(11)  
(13)  
(1)  
(25) 
Investment securities available-for-sale
 
(6)  
5 
 
— 
 
(1) 
Accumulated other comprehensive income (loss)
$ 
(1,253) $ 
128 
$ 
26 
$ 
(1,099) 
1
During 2024, the increase in the accumulated other comprehensive loss related to foreign currency translation adjustments was driven primarily 
by the depreciation of the euro, Brazilian real, and British pound against the U.S. dollar.  During 2023, the decrease in the accumulated other 
comprehensive loss related to foreign currency translation adjustments was driven primarily by the appreciation of the euro and British pound 
against the U.S. dollar.  
2
During 2024, the increase in the accumulated other comprehensive income related to the net investment hedges was driven by the depreciation 
of the euro and British pound against the U.S. dollar.  During 2023, the decrease in the accumulated other comprehensive income related to the 
net investment hedges was driven by the appreciation of the euro against the U.S. dollar. See Note 23 (Derivative and Hedging Instruments) for 
additional information.
3
Certain foreign exchange derivative contracts are designated as cash flow hedging instruments.  Gains and losses resulting from changes in the 
fair value of these contracts are deferred in accumulated other comprehensive income (loss) and subsequently reclassified to the consolidated 
statements of operations when the underlying hedged transactions impact earnings.  See Note 23 (Derivative and Hedging Instruments) for 
additional information. 
Note 18. Share-Based Payments 
In May 2006, the Company granted the following awards under the Mastercard Incorporated 2006 Long Term Incentive Plan, which 
was amended and restated as of June 22, 2021 (the “LTIP”).  The LTIP is a stockholder-approved plan that permits the grant of 
various types of equity awards to employees.  The Company has granted Options, RSUs and PSUs under the LTIP.  The Company uses 
the straight-line method of attribution for expensing all equity awards.  Compensation expense is recorded net of estimated 
forfeitures, with estimates adjusted as appropriate.
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
94     MASTERCARD 2024 FORM 10-K

There are approximately 116 million shares of Class A common stock authorized for equity awards under the LTIP.  Although the LTIP 
permits the issuance of shares of Class B common stock, no such shares have been authorized for issuance.  Shares issued as a result 
of Option exercises and the conversions of RSUs and PSUs were funded primarily with the issuance of new shares of Class A common 
stock.
Stock Options
Options expire ten years from the date of grant and vest ratably over three years for awards granted on or after March 1, 2022.  For 
awards granted before March 1, 2022, they vest ratably over four years.  For Options granted, a participant’s unvested awards are 
forfeited upon termination; however, in the event a participant terminates employment due to disability or retirement more than 
seven months after receiving the award, the participant retains all of their awards without providing additional service to the 
Company.  Retirement eligibility is dependent upon age and years of service.  Compensation expense is recognized over the vesting 
period as stated in the LTIP. 
The fair value of each Option is estimated on the date of grant using a Black-Scholes option pricing model.  The following table 
presents the weighted-average assumptions used in the valuation and the resulting weighted-average fair value per Option granted 
for the years ended December 31:
2024
2023
2022
Risk-free rate of return
 4.2 %
 4.2 %
 1.6 %
Expected term (in years)
6.00
6.00
6.00
Expected volatility
 28.7 %
 29.5 %
 24.6 %
Expected dividend yield
 0.6 %
 0.6 %
 0.6 %
Weighted-average fair value per Option granted
$ 164.66 
$ 123.22 
$ 86.92 
The risk-free rate of return was based on the U.S. Treasury yield curve in effect on the date of grant.  The expected term and the 
expected volatility were based on historical Mastercard information.  The expected dividend yields were based on the Company’s 
expected annual dividend rate on the date of grant.
The following table summarizes the Company’s Option activity for the year ended December 31, 2024:
Options
Weighted-
Average 
Exercise 
Price
Weighted-
Average 
Remaining 
Contractual 
Term
Aggregate 
Intrinsic 
Value
(in millions)
(in years)
(in millions)
Outstanding at January 1, 2024
 
3.0 
$ 
217 
Granted
 
0.2 
$ 
476 
Exercised
 
(1.1) $ 
163 
Forfeited
 
— 
$ 
418 
Outstanding at December 31, 2024
 
2.1 
$ 
273 
5.2
$ 
524 
Exercisable at December 31, 2024
 
1.6 
$ 
230 
4.2
$ 
461 
Options vested and expected to vest at December 31, 2024
 
2.1 
$ 
273 
5.2
$ 
524 
As of December 31, 2024, there was $16 million of total unrecognized compensation cost related to non-vested Options.  The cost is 
expected to be recognized over a weighted-average period of 1.6 years.
Restricted Stock Units  
For RSUs granted on or after March 1, 2022, the awards generally vest ratably over three years.  For RSUs granted on or after March 
1, 2020 but before March 1, 2022, the awards generally vest ratably over four years.  A participant’s unvested awards are forfeited 
upon termination of employment; however, in the event of termination due to job elimination (as defined by the Company), a 
participant will retain a pro-rata portion of the unvested awards for services performed through the date of termination.  In the 
event a participant terminates employment due to disability or retirement more than seven months after receiving the award, the 
participant retains all of their awards without providing additional service to the Company.  Compensation expense is recognized 
over the shorter of the vesting periods stated in the LTIP or the date the individual becomes eligible to retire but not less than seven 
months.
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
MASTERCARD 2024 FORM 10-K     95

The following table summarizes the Company’s RSU activity for the year ended December 31, 2024:
Units
Weighted-
Average 
Grant-Date 
Fair Value
Aggregate 
Intrinsic 
Value
(in millions)
(in millions)
Outstanding at January 1, 2024
 
2.2 
$ 
344 
Granted
 
1.0 
$ 
472 
Converted
 
(1.0) $ 
338 
Forfeited
 
(0.1) $ 
391 
Outstanding at December 31, 2024
 
2.1 
$ 
403 
$ 
1,081 
RSUs expected to vest at December 31, 2024
 
2.0 
$ 
403 
$ 
1,034 
The fair value of each RSU is the closing stock price on the New York Stock Exchange of the Company’s Class A common stock on the 
date of grant, adjusted for the exclusion of dividend equivalents.  Upon vesting, a portion of the RSU award may be withheld to 
satisfy the minimum statutory withholding taxes.  The remaining RSUs will be settled in shares of the Company’s Class A common 
stock after the vesting period.  As of December 31, 2024, there was $378 million of total unrecognized compensation cost related to 
non-vested RSUs.  The cost is expected to be recognized over a weighted-average period of 1.8 years.
Performance Stock Units
PSUs vest after three years and are subject to a mandatory one-year post-vest hold, during which they are eligible for dividend 
equivalents.  A participant’s unvested awards are forfeited upon termination of employment; however, in the event of termination 
due to job elimination (as defined by the Company), a participant will retain a pro-rata portion of the unvested awards for services 
performed through the date of termination.  In the event a participant terminates employment due to disability or retirement more 
than seven months after receiving the award, the participant retains all of their awards without providing additional service to the 
Company.
The following table summarizes the Company’s PSU activity for the year ended December 31, 2024:
Units
Weighted-
Average 
Grant-Date 
Fair Value
Aggregate 
Intrinsic 
Value
(in millions)
(in millions)
Outstanding at January 1, 2024
 
0.6 
$ 
365 
Granted
 
0.2 
$ 
512 
Converted
 
(0.3) $ 
385 
Other
 
0.1 
$ 
335 
Outstanding at December 31, 2024
 
0.6 
$ 
396 
$ 
325 
PSUs expected to vest at December 31, 2024
 
0.6 
$ 
396 
$ 
321 
Since 2013, PSUs containing performance and market conditions have been issued.  Performance measures used to determine the 
actual number of shares that vest after three years include net revenue growth, EPS growth and relative total shareholder return 
(“TSR”).  Relative TSR is considered a market condition, while net revenue and EPS growth are considered performance conditions.  
The Monte Carlo simulation valuation model is used to determine the grant-date fair value.  
Compensation expense for PSUs is recognized over the requisite service period, or the date the individual becomes eligible to retire 
but not less than seven months, if it is probable that the performance target will be achieved and subsequently adjusted if the 
probability assessment changes.  As of December 31, 2024, there was $37 million of total unrecognized compensation cost related to 
non-vested PSUs.  The cost is expected to be recognized over a weighted-average period of 1.6 years.
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
96     MASTERCARD 2024 FORM 10-K

Additional Information
The following table includes additional share-based payment information for each of the years ended December 31: 
2024
2023
2022
(in millions, except weighted-
average fair value)
Share-based compensation expense
$ 
526 
$ 
460 
$ 
295 
Income tax benefit recognized for equity awards
 
111 
 
99 
 
61 
Income tax benefit realized related to Options exercised
 
77 
 
95 
 
49 
Options
Total intrinsic value of Options exercised
 
354 
 
487 
 
231 
RSUs
Weighted-average grant-date fair value of awards granted 
 
472 
 
350 
 
340 
Total grant-date fair value of awards vested
 
340 
 
235 
 
305 
Total intrinsic value of RSUs converted into shares of Class A common stock
 
477 
 
253 
 
420 
PSUs
Weighted-average grant-date fair value of awards granted
 
512 
 
365 
 
335 
Total grant-date fair value of awards vested
 
99 
 
12 
 
— 
Total intrinsic value of PSUs converted into shares of Class A common stock
 
122 
 
14 
 
— 
   
Note 19. Commitments 
At December 31, 2024, the Company had the following future minimum payments due under noncancelable agreements, primarily 
related to sponsorships to promote the Mastercard brand and licensing arrangements.  The amount accrued related to these future 
payments as of December 31, 2024 was not material.
(in millions)
2025
$ 
735 
2026
 
595 
2027
 
406 
2028
 
248 
2029
 
62 
Thereafter
 
27 
Total
$ 
2,073 
Note 20. Income Taxes 
Components of Income and Income Tax Expense 
The domestic and foreign components of income before income taxes for the years ended December 31 were as follows:
2024
2023
2022
(in millions)
United States
$ 
6,168 
$ 
4,506 
$ 
4,228 
Foreign
 
9,086 
 
9,133 
 
7,504 
Income before income taxes
$ 
15,254 
$ 
13,639 
$ 
11,732 
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
MASTERCARD 2024 FORM 10-K     97

The total income tax provision for the years ended December 31 was comprised of the following components:
2024
2023
2022
(in millions)
Current
Federal
$ 
1,093 
$ 
991 
$ 
1,024 
State and local
 
144 
 
127 
 
133 
Foreign
 
1,670 
 
1,563 
 
1,296 
Total current
 
2,907 
 
2,681 
 
2,453 
Deferred
Federal
 
(197)  
(180)  
(661) 
State and local
 
(14)  
(18)  
(40) 
Foreign
 
(316)  
(39)  
50 
Total deferred
 
(527)  
(237)  
(651) 
Income tax expense
$ 
2,380 
$ 
2,444 
$ 
1,802 
Effective Income Tax Rate
A reconciliation of the effective income tax rate to the U.S. federal statutory income tax rate for the years ended December 31, was 
as follows:
 
2024
2023
2022
Amount
Percent
Amount
Percent
Amount
Percent
($ in millions)
Income before income taxes
$ 
15,254 
$ 
13,639 
$ 
11,732 
Federal statutory tax
 
3,203 
 21.0 %  
2,864 
 21.0 %  
2,464 
 21.0 %
State tax effect, net of federal benefit
 
90 
 0.6 %  
82 
 0.6 %  
72 
 0.6 %
Foreign tax effect
 
(649) 
 (4.3) %  
(393) 
 (2.9) %  
(347) 
 (3.0) %
Valuation allowance - U.S. foreign tax credit
 
— 
 — %  
327 
 2.4 %  
(333) 
 (2.8) %
U.S. tax expense on foreign operations
 
82 
 0.5 %  
39 
 0.3 %  
111 
 0.9 %
Foreign-derived intangible income deduction
 
(195) 
 (1.3) %  
(144) 
 (1.1) %  
(129) 
 (1.1) %
Windfall benefit
 
(93) 
 (0.6) %  
(88) 
 (0.6) %  
(68) 
 (0.6) %
Other, net
 
(58) 
 (0.4) %  
(243) 
 (1.8) %  
32 
 0.3 %
Income tax expense
$ 
2,380 
 15.6 % $ 
2,444 
 17.9 % $ 
1,802 
 15.4 %
Note: Table may not sum due to rounding.
The effective income tax rates for the years ended December 31, 2024, 2023 and 2022 were 15.6%, 17.9% and 15.4%, respectively.  
The effective income tax rate for 2024 was lower than the effective income tax rate for 2023, primarily due to a discrete tax expense 
in 2023 related to changes in the valuation allowance associated with the U.S. foreign tax credits deferred tax asset.  In 2023, the 
treatment of foreign taxes paid under the U.S. tax regulations published in 2022 changed due to the foreign tax legislation enacted in 
Brazil and Notice 2023-55 (the “Notice”), released by the U.S. Department of Treasury (“Treasury”).  Therefore, the Company 
recognized a total $327 million discrete tax expense in 2023 to establish the valuation allowance.  This discrete tax expense was 
partially offset by the Company’s ability to claim more U.S. foreign tax credits generated in 2022 and 2023 due to the Notice.  
Additionally, a change in the Company’s geographic mix of earnings in 2024 contributed to the lower effective income tax rate 
compared to the prior year. 
The effective income tax rate for 2023 was higher than the effective income tax rate for 2022, primarily due to changes in the 
valuation allowance associated with the deferred tax asset related to U.S. foreign tax credits.  In 2022, the Company recognized a 
discrete tax benefit of $333 million to release the valuation allowance resulting from U.S. tax regulations published in the first 
quarter of 2022 (the “2022 Regulations”).  In 2023, the treatment of foreign taxes paid under the 2022 Regulations changed due to 
foreign tax legislation enacted in Brazil and the Notice released by Treasury.  Therefore, the Company recognized a total $327 million 
discrete tax expense in 2023 to establish the valuation allowance.  The discrete tax expense recognized in 2023 was partially offset 
by the Company’s ability to claim more U.S. foreign tax credits generated in 2022 and 2023 due to the Notice.
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
98     MASTERCARD 2024 FORM 10-K

Singapore Income Tax Rate 
In connection with the expansion of the Company’s operations in the Asia Pacific, Middle East and Africa region, the Company’s 
subsidiary in Singapore, Mastercard Asia Pacific Pte. Ltd. (“MAPPL”) received an incentive grant from the Singapore Ministry of 
Finance in 2010.  The incentive had provided MAPPL with, among other benefits, a reduced income tax rate for the 10-year period 
commencing January 1, 2010 on taxable income in excess of a base amount.  The Company continued to explore business 
opportunities in this region, resulting in an expansion of the incentives being granted by the Ministry of Finance, including a further 
reduction to the income tax rate on taxable income in excess of a revised fixed base amount commencing July 1, 2011 and 
continuing through December 31, 2025.  Without the incentive grant, MAPPL would have been subject to the statutory income tax 
rate on its earnings.  For 2024, 2023 and 2022, the impact of the incentive grant received from the Ministry of Finance resulted in a 
reduction of MAPPL’s income tax liability of $644 million, or $0.69 per diluted share, $571 million, or $0.60 per diluted share, and 
$454 million, or $0.47 per diluted share, respectively.
Indefinite Reinvestment 
As of December 31, 2024 the Company does not accrue taxes on $3.8 billion of foreign earnings that remain permanently reinvested 
outside the U.S.  The Company expects that taxes associated with any future repatriation of these earnings are immaterial. 
Deferred Income Taxes
Deferred tax assets and liabilities represent the expected future tax consequences of temporary differences between the carrying 
amounts and the tax basis of assets and liabilities.  The components of deferred tax assets and liabilities at December 31 were as 
follows:
2024
2023
(in millions)
Deferred tax assets
Accrued liabilities
$ 
939 
$ 
863 
Compensation and benefits
 
371 
 
335 
Net operating losses
 
468 
 
149 
U.S. foreign tax credits
 
736 
 
635 
Property and equipment
 
432 
 
277 
Intangible assets
 
160 
 
182 
Lease liabilities
 
134 
 
158 
Other items
 
236 
 
203 
Less: Valuation allowance
 
(871)  
(758) 
Total deferred tax assets
 
2,605 
 
2,044 
Deferred tax liabilities
Prepaid expenses and other accruals
 
195 
 
211 
Gains on equity investments
 
112 
 
112 
Goodwill and intangible assets
 
760 
 
518 
Right-of-use lease assets
 
116 
 
138 
Other items
 
125 
 
79 
Total deferred tax liabilities
 
1,308 
 
1,058 
Net deferred tax assets 
$ 
1,297 
$ 
986 
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
MASTERCARD 2024 FORM 10-K     99

The changes in the Company’s valuation allowance on deferred tax assets were as follows:
Balance at 
December 
31, 2021
Changes 
to Related 
Gross 
Deferred 
Tax Assets
Change/
(Release)
Balance at 
December 
31, 2022
Changes 
to Related 
Gross 
Deferred 
Tax Assets
Change/
(Release)
Balance at 
December 
31, 2023
Changes 
to Related 
Gross 
Deferred 
Tax Assets
Change/
(Release)
Balance at 
December 
31, 2024
(in millions)
U.S. foreign 
tax credit 
carryforward 1
$ 
333 $ 
— $ (333) $ 
— $ 
308 $ 
327 $ 
635 $ 
101 $ 
— $ 
736 
Net operating 
and capital 
losses 2
 
82  
23  
9  
114  
12  
(3)  
123  
11  
1  
135 
Total
$ 
415 $ 
23 $ (324) $ 
114 $ 
320 $ 
324 $ 
758 $ 
112 $ 
1 $ 
871 
1
The 2022 activity resulted in a full release of the valuation allowance associated with the U.S. foreign tax credit carryforward due to final U.S. tax 
regulations published in 2022.  The 2023 activity resulted in the establishment of the valuation allowance associated with the U.S. foreign tax 
credit carryforward due to foreign tax legislation enacted in Brazil and the Notice released by Treasury.
2
Capital losses are included within other items in the deferred tax assets section of the components of the Deferred Income Taxes table above.
The recognition of foreign tax credits is dependent upon the realization of future foreign source income in the appropriate foreign 
tax credit basket in accordance with U.S. federal income tax law.  The recognition of the net operating and capital losses is 
dependent on the timing and character of future taxable income in the applicable jurisdictions.  As of December 31, 2024, the 
Company had a foreign tax credit carryforward and tax effected net operating loss carryforwards of $736 million and $468 million, 
respectively.  The foreign tax credits begin to expire in 2029 and the majority of the net operating losses can be carried forward 
indefinitely. 
A reconciliation of the beginning and ending balance for the Company’s unrecognized tax benefits for the years ended December 31, 
is as follows:
 
2024
2023
2022
(in millions)
Beginning balance
$ 
431 
$ 
414 
$ 
360 
Additions:
Current year tax positions
 
37 
 
23 
 
22 
Prior year tax positions 1
 
34 
 
16 
 
65 
Reductions:
Prior year tax positions 1
 
(189)  
(7)  
(14) 
Settlements with tax authorities
 
— 
 
— 
 
(13) 
Expired statute of limitations
 
(9)  
(15)  
(6) 
Ending balance
$ 
304 
$ 
431 
$ 
414 
1
Includes immaterial translational impact of currency.
As of December 31, 2024, the amount of unrecognized tax benefit was $304 million.  This amount, if recognized, would reduce 
income tax expense by $246 million.  In 2024, the decrease in the Company’s unrecognized tax benefits was primarily due to the 
withdrawal of a prior year refund claim, which had no impact on the consolidated results of operations or financial condition.
The Company is subject to tax in the United States, Belgium, Singapore, the United Kingdom and various other foreign jurisdictions, 
as well as state and local jurisdictions.  Uncertain tax positions are reviewed on an ongoing basis and are adjusted after considering 
facts and circumstances, including progress of tax audits, developments in case law and closing of statutes of limitation.  Within the 
next twelve months, the Company believes that the resolution of certain federal, foreign and state and local examinations is 
reasonably possible and that a change in estimate, reducing unrecognized tax benefits, may occur.  While such a change may be 
significant, it is not possible to provide a range of the potential change until the examinations progress further or the related statutes 
of limitation expire.  The Company has effectively settled its U.S. federal income tax obligations through 2014.  With limited 
exception, the Company is no longer subject to state and local or foreign examinations by tax authorities for years before 2014.
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
100     MASTERCARD 2024 FORM 10-K

Note 21. Legal and Regulatory Proceedings 
Mastercard is a party to legal and regulatory proceedings with respect to a variety of matters in the ordinary course of business.  
Some of these proceedings are based on complex claims involving substantial uncertainties and unascertainable damages.  
Accordingly, it is not possible to determine the probability of loss or estimate damages, and therefore, Mastercard has not 
established liabilities for any of these proceedings, except as discussed below.  When the Company determines that a loss is both 
probable and reasonably estimable, Mastercard records a liability and discloses the amount of the liability if it is material.  When a 
material loss contingency is only reasonably possible, Mastercard does not record a liability, but instead discloses the nature and the 
amount of the claim, and an estimate of the loss or range of loss, if such an estimate can be made.  Unless otherwise stated below 
with respect to these matters, Mastercard cannot provide an estimate of the possible loss or range of loss based on one or more of 
the following reasons: (1) actual or potential plaintiffs have not claimed an amount of monetary damages or the amounts are 
unsupportable or exaggerated, (2) the matters are in early stages, (3) there is uncertainty as to the outcome of pending appeals or 
motions, (4) there are significant factual issues to be resolved, (5) the proceedings involve multiple defendants or potential 
defendants whose share of any potential financial responsibility has yet to be determined and/or (6) there are novel legal issues 
presented.  Furthermore, except as identified with respect to the matters below, Mastercard does not believe that the outcome of 
any individual existing legal or regulatory proceeding to which it is a party will have a material adverse effect on its results of 
operations, financial condition and overall business.  However, an adverse judgment or other outcome or settlement with respect to 
any proceedings discussed below could result in fines or payments by Mastercard and/or could require Mastercard to change its 
business practices.  In addition, an adverse outcome in a regulatory proceeding could lead to the filing of civil damage claims and 
possibly result in significant damage awards.  Any of these events could have a material adverse effect on Mastercard’s results of 
operations, financial condition and overall business.
Interchange Litigation and Regulatory Proceedings 
Mastercard’s interchange fees and other practices are subject to regulatory, legal review and/or challenges in a number of 
jurisdictions, including the proceedings described below.  When taken as a whole, the resulting decisions, regulations and legislation 
with respect to interchange fees and acceptance practices may have a material adverse effect on the Company’s prospects for future 
growth and its overall results of operations and financial condition.
United States.  In 2005, the first of a series of complaints were filed on behalf of merchants (the majority of the complaints were 
styled as class actions, although a few complaints were filed on behalf of individual merchant plaintiffs) against Mastercard 
International, Visa U.S.A., Inc., Visa International Service Association and a number of financial institutions.  Taken together, the 
claims in the complaints were generally brought under both Sections 1 and 2 of the Sherman Act, which prohibit monopolization and 
attempts or conspiracies to monopolize a particular industry, and some of these complaints contain unfair competition law claims 
under state law.  The complaints allege, among other things, that Mastercard, Visa, and certain financial institutions conspired to set 
the price of interchange fees, enacted point-of-sale acceptance rules (including the “no surcharge” rule) in violation of antitrust laws 
and engaged in unlawful tying and bundling of certain products and services, resulting in merchants paying excessive costs for the 
acceptance of Mastercard and Visa credit and debit cards.  The cases were consolidated for pre-trial proceedings in the U.S. District 
Court for the Eastern District of New York in MDL No. 1720 (the “U.S. MDL Litigation Cases”).  The plaintiffs filed a consolidated class 
action complaint seeking treble damages.
In 2006, the group of purported merchant class plaintiffs filed a supplemental complaint alleging that Mastercard’s initial public 
offering of its Class A Common Stock in May 2006 (the “IPO”) and certain purported agreements entered into between Mastercard 
and financial institutions in connection with the IPO: (1) violate U.S. antitrust laws and (2) constituted a fraudulent conveyance 
because the financial institutions allegedly attempted to release, without adequate consideration, Mastercard’s right to assess them 
for Mastercard’s litigation liabilities.  The class plaintiffs sought treble damages and injunctive relief including, but not limited to, an 
order reversing and unwinding the IPO.
In 2011, Mastercard and Mastercard International entered into each of: (1) an omnibus judgment sharing and settlement sharing 
agreement with Visa Inc., Visa U.S.A. Inc. and Visa International Service Association and a number of financial institutions; and (2) a 
Mastercard settlement and judgment sharing agreement with a number of financial institutions.  The agreements provide for the 
apportionment of certain costs and liabilities which Mastercard, the Visa parties and the financial institutions may incur, jointly and/
or severally, in the event of an adverse judgment or settlement of one or all of the U.S. MDL Litigation Cases.  Among a number of 
scenarios addressed by the agreements, in the event of a global settlement involving the Visa parties, the financial institutions and 
Mastercard, Mastercard would pay 12% of the monetary portion of the settlement.  In the event of a settlement involving only 
Mastercard and the financial institutions with respect to their issuance of Mastercard cards, Mastercard would pay 36% of the 
monetary portion of such settlement. 
In 2012, the parties entered into a definitive settlement agreement with respect to the U.S. MDL Litigation Cases (including with 
respect to the claims related to the IPO) and the defendants separately entered into a settlement agreement with the individual 
PART II
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MASTERCARD 2024 FORM 10-K     101

merchant plaintiffs.  The settlements included cash payments that were apportioned among the defendants pursuant to the 
omnibus judgment sharing and settlement sharing agreement described above.  Mastercard also agreed to provide class members 
with a short-term reduction in default credit interchange rates and to modify certain of its business practices, including its no 
surcharge rule.  The court granted final approval of the settlement in 2013.  Following an appeal by objectors and as a result of a 
reversal of the settlement approval by the U.S. Court of Appeals for the Second Circuit, the case was sent back to the district court 
for further proceedings.  The court divided the merchants’ claims into two separate classes - monetary damages claims (the 
“Damages Class”) and claims seeking changes to business practices (the “Rules Relief Class”).  The court appointed separate counsel 
for each class.  
In 2018, the parties to the Damages Class litigation entered into a class settlement agreement to resolve the Damages Class claims, 
with merchants representing slightly more than 25% of the Damages Class interchange volume choosing to opt out of the 
settlement.  The Damages Class settlement agreement became final in August 2023.  Since 2018, Mastercard has reached 
settlements or agreements in principle to settle with over 250 opt-out merchants.  These opt-out merchant settlements, along with 
the Damages Class settlement, represent over 90% of Mastercard’s U.S. interchange volume.
Approximately 65 individual opt-out merchants continue to litigate, seeking treble damages and attorneys’ fees and costs.  During 
the first quarter of 2024, the district court denied the defendants’ motions for summary judgment with respect to these ongoing 
individual opt-out merchant cases, sending the cases back to their original jurisdictions for trials.  In October 2024, the remaining 
opt-out merchants submitted expert reports on liability and damages issues.  The aggregate single damages claimed by these 
merchants total approximately $12 billion with respect to their Mastercard purchase volume.  Mastercard would be responsible for 
36% of any Mastercard-related judgment pursuant to the December 2011 judgment and settlement sharing agreement discussed 
above.  The first trial in the opt-out merchant cases, which will involve six of the larger opt-out merchants, has been scheduled for 
October 2025.
In 2021, the district court granted the Rules Relief Class’s motion for class certification.  In March 2024, the parties to the Rules Relief 
Class litigation entered into a settlement agreement to resolve the Rules Relief Class claims.  The court held a preliminary settlement 
approval hearing in June 2024, and subsequently issued a decision denying approval of the settlement.  The parties are in ongoing 
settlement discussions.  The court has not yet scheduled a trial date.
As of December 31, 2024 and 2023, Mastercard had accrued a liability of $559 million and $596 million, respectively, for the U.S. 
MDL Litigation Cases.  The liability as of December 31, 2024 represents Mastercard’s best estimate of its probable liabilities in these 
matters and does not represent an estimate of a loss, if any, if the matters were litigated to a final outcome.  Mastercard cannot 
estimate the potential liability if that were to occur.
Europe. Since 2012, a number of United Kingdom (“U.K.”) merchants filed claims or threatened litigation against Mastercard seeking 
damages for excessive costs paid for acceptance of Mastercard credit and debit cards arising out of alleged anti-competitive conduct 
with respect to, among other things, Mastercard’s cross-border interchange fees and its U.K. and Ireland domestic interchange fees 
(the “U.K. Merchant claimants”).  In addition, Mastercard has faced similar filed or threatened litigation by merchants with respect 
to interchange rates in other countries in Europe (the “Pan-European Merchant claimants”).  Mastercard has resolved a substantial 
amount of these damages claims through settlement or judgment.  Following these settlements, approximately £0.3 billion 
(approximately $0.4 billion as of December 31, 2024) of unresolved damages claims remain.  Mastercard continues to litigate with 
the remaining U.K. and Pan-European Merchant claimants and it has submitted statements of defense disputing liability and 
damages claims.  A number of those matters are now progressing with motion practice and discovery.  A hearing involving multiple 
merchant cases was completed in March 2024 concerning certain liability issues with respect to merchant claims for damages 
related to post-Interchange Fee Regulation consumer interchange fees as well as commercial and inter-regional interchange fees.
In a separate matter, Mastercard and Visa were served with a proposed collective action complaint in the U.K. on behalf of 
merchants seeking damages for commercial card transactions in both the U.K. and the European Union.  In December 2023, the 
plaintiffs filed a revised collective action application claiming damages against Mastercard in excess of £1 billion (approximately $1.3 
billion as of December 31, 2024).  In June 2024, the court granted the plaintiffs’ collective action application.  Mastercard’s request 
for permission to appeal this ruling was denied.
In 2016, a proposed collective action was filed in the United Kingdom on behalf of U.K. consumers seeking damages for intra-
European Economic Area (“EEA”) and domestic U.K. interchange fees that were allegedly passed on to consumers by merchants 
between 1992 and 2008.  The complaint, which seeks to leverage the European Commission’s 2007 decision on intra-EEA 
interchange fees, claims damages in an amount that exceeds £10 billion (approximately $13 billion as of December 31, 2024).  In 
2021, the trial court issued a decision in which it granted class certification to the plaintiffs but narrowed the scope of the class.  
Since January 2023, the trial court has held hearings on various issues, including whether any causal connection existed between the 
levels of Mastercard’s intra-EEA interchange fees and U.K. domestic interchange fees and regarding Mastercard’s request to narrow 
the number of years of damages sought by the plaintiffs on statute of limitations grounds.  In February 2024, the trial court ruled in 
PART II
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102     MASTERCARD 2024 FORM 10-K

Mastercard’s favor, finding no causal connection between the levels of Mastercard’s intra-EEA interchange fees and U.K. domestic 
interchange fees.  In June 2024, the trial court ruled in Mastercard’s favor with respect to its request to dismiss five years of the 
plaintiffs’ damages claims on statute of limitations grounds.  The plaintiffs’ request for permission to appeal this ruling was granted.  
In December 2024, the parties entered into a settlement agreement to resolve this matter.  The parties have submitted supporting 
papers to the court seeking approval of the settlement, and the court has scheduled a hearing on settlement approval for late 
February 2025.  Mastercard recorded an accrual of £200 million ($251 million as of December 31, 2024) in connection with this 
settlement agreement.
Mastercard has been named as a defendant in a proposed consumer collective action filed in Portugal on behalf of Portuguese 
consumers.  The complaint, which seeks to leverage the 2019 resolution of the European Commission’s investigation of Mastercard’s 
central acquiring rules and interregional interchange fees, claims damages of approximately €0.4 billion (approximately $0.4 billion 
as of December 31, 2024) for interchange fees that were allegedly passed on to consumers by Portuguese merchants for a period of 
approximately 20 years.  Mastercard has submitted a statement of defense that disputes both liability and damages. 
Australia.  In 2022, the Australian Competition & Consumer Commission (“ACCC”) filed a complaint targeting certain agreements 
entered into by Mastercard and certain Australian merchants related to Mastercard’s debit program.  The ACCC alleges that by 
entering into such agreements, Mastercard engaged in conduct with the purpose of substantially lessening competition in the supply 
of debit card acceptance services.  The ACCC seeks both declaratory relief and monetary fines and costs.  A hearing on liability issues 
has been scheduled for March 2025.   
ATM Non-Discrimination Rule Surcharge Complaints 
In 2011, a trade association of independent ATM operators and 13 independent ATM operators filed a complaint styled as a class 
action lawsuit in the U.S. District Court for the District of Columbia against both Mastercard and Visa (the “ATM Operators Class 
Complaint”).  Plaintiffs seek to represent a class of non-bank operators of ATM terminals that operate in the United States with the 
discretion to determine the price of the ATM access fee for the terminals they operate.  Plaintiffs allege that Mastercard and Visa 
have violated Section 1 of the Sherman Act by imposing rules that require ATM operators to charge non-discriminatory ATM 
surcharges for transactions processed over Mastercard’s and Visa’s respective networks that are not greater than the surcharge for 
transactions over other networks accepted at the same ATM.  Plaintiffs seek both injunctive and monetary relief equal to treble the 
damages they claim to have sustained as a result of the alleged violations and their costs of suit, including attorneys’ fees.  
Subsequently, multiple related complaints were filed in the U.S. District Court for the District of Columbia alleging both federal 
antitrust and multiple state unfair competition, consumer protection and common law claims against Mastercard and Visa on behalf 
of different putative classes of users of ATM services.  The claims in these actions largely mirror the allegations made in the ATM 
Operators Class Complaint, although these complaints seek damages on behalf of consumers of ATM services who pay allegedly 
inflated ATM fees at both bank (“Bank ATM Consumer Class Complaint”) and non-bank (“Non-bank ATM Consumer Class 
Complaint”) ATM operators as a result of the defendants’ ATM rules.  Plaintiffs seek both injunctive and monetary relief equal to 
treble the damages they claim to have sustained as a result of the alleged violations and their costs of suit, including attorneys’ fees. 
In 2019, the plaintiffs in all three class complaints filed with the district court their motions for class certification.  In 2023, the D.C. 
Circuit Court affirmed the district court’s previous order granting class certification.  The U.S. Supreme Court declined to hear the 
defendants’ appeal of the certification decision. 
In May 2024, Mastercard executed a settlement agreement with the class lawyers representing the Bank ATM Consumer Class, 
subject to court approval.  At a hearing held in January 2025, the court indicated that it intends to provide final approval of the 
settlement.  During the first quarter of 2024, Mastercard recorded an accrual of $93 million in connection with this matter.  The 
litigation with the ATM Operators Class and Non-bank ATM Consumer Class is ongoing.  The plaintiffs in these two remaining class 
complaints, in aggregate, allege over $1 billion in single damages against all of the defendants.
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
MASTERCARD 2024 FORM 10-K     103

U.S. Liability Shift Litigation
In 2016, a proposed U.S. merchant class action complaint was filed in federal court in California alleging that Mastercard, Visa, 
American Express and Discover (the “Network Defendants”), EMVCo, and a number of issuing banks (the “Bank Defendants”) 
engaged in a conspiracy to shift fraud liability for card present transactions from issuing banks to merchants not yet in compliance 
with the standards for EMV chip cards in the United States (the “EMV Liability Shift”), in violation of the Sherman Act and California 
law.  Plaintiffs allege damages equal to the value of all chargebacks for which class members became liable as a result of the EMV 
Liability Shift on October 1, 2015.  The plaintiffs seek treble damages, attorney’s fees and costs and an injunction against future 
violations of governing law.  The district court denied the Network Defendants’ motion to dismiss the complaint, but granted such a 
motion for EMVCo and the Bank Defendants.  In 2017, the district court transferred the case to New York so that discovery could be 
coordinated with the U.S. MDL Litigation Cases described above.  In 2020, the district court issued an order granting the plaintiffs’ 
request for class certification.  The plaintiffs have submitted expert reports that allege aggregate single damages in excess of 
$1 billion against the four Network Defendants.  The Network Defendants submitted expert reports rebutting both liability and 
damages and all briefs on summary judgment have been submitted.  In September 2024, the district court denied the Network 
Defendants’ motion for summary judgment.
Telephone Consumer Protection Class Action
Mastercard is a defendant in a Telephone Consumer Protection Act (“TCPA”) class action pending in Florida.  The plaintiffs are 
individuals and businesses who allege that approximately 381,000 unsolicited faxes were sent to them advertising a Mastercard co-
brand card issued by First Arkansas Bank (“FAB”).  The TCPA provides for uncapped statutory damages of $500 per fax.  Mastercard 
has asserted various defenses to the claims, and has notified FAB of an indemnity claim that it has (which FAB has disputed).  In 
2019, the Federal Communications Commission (“FCC”) issued a declaratory ruling clarifying that the TCPA does not apply to faxes 
sent to online fax services that are received online via email.  In 2021, the trial court granted plaintiffs’ request for class certification, 
but narrowed the scope of the class to stand alone fax recipients only.  Mastercard’s request to appeal that decision was denied.  
Briefing on plaintiffs’ motion to amend the class definition and Mastercard’s cross-motion to decertify the stand alone fax recipient 
class was completed in April 2023 and the parties await the court’s decision.
U.S. Department of Justice Investigation
In March 2023, Mastercard received a Civil Investigative Demand (“CID”) from the U.S. Department of Justice Antitrust Division 
(“DOJ”) seeking documents and information regarding a potential violation of Sections 1 or 2 of the Sherman Act.  The CID focuses 
on Mastercard’s U.S. debit program and competition with other payment networks and technologies.  Mastercard is cooperating 
with the DOJ in connection with the CID.
European Commission Investigation 
In August 2024, Mastercard received a formal request for information from the European Commission seeking documents and 
information in connection with an investigation into alleged anti-competitive behavior of certain card scheme services in the 
European Union/EEA.  The request focuses on Mastercard’s practices regarding network fees related to acquirers.  Mastercard is 
cooperating with the European Commission in connection with the request.
Note 22. Settlement and Other Risk Management 
Mastercard’s rules guarantee the settlement of many of the payment network transactions between its customers (“settlement 
risk”).  Settlement exposure is the settlement risk to customers under Mastercard’s rules due to the difference in timing between the 
payment transaction date and subsequent settlement.  For those transactions the Company guarantees, the guarantee will cover the 
full amount of the settlement obligation to the extent the settlement obligation is not otherwise satisfied.  The duration of the 
settlement exposure is short-term and generally limited to a few days.
Gross settlement exposure is estimated using the average daily payment volume during the three months prior to period end 
multiplied by the estimated number of days of exposure.  The Company has global risk management policies and procedures, which 
include risk standards, to provide a framework for managing the Company’s settlement risk and exposure.  In the event of failed 
settlement by a customer, Mastercard may pursue one or more remedies available under the Company’s rules to recover potential 
losses.  Historically, the Company has experienced a low level of losses from customer settlement failures. 
As part of its policies, Mastercard requires certain customers that do not meet the Company’s risk standards to enter into risk 
mitigation arrangements, including cash collateral and/or forms of credit enhancement such as letters of credit and guarantees.  This 
requirement is based on a review of the individual risk circumstances for each customer.  Mastercard monitors its credit risk 
portfolio and the adequacy of its risk mitigation arrangements on a regular basis.  Additionally, the Company periodically reviews its 
risk management methodology and standards.  As such, the amounts of estimated settlement exposure are revised as necessary.
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
104     MASTERCARD 2024 FORM 10-K

The Company’s estimated settlement exposure was as follows at December 31: 
2024
2023
(in millions)
Gross settlement exposure
$ 
78,385 
$ 
75,023 
Risk mitigation arrangements applied to settlement exposure
 
(13,466)  
(12,167) 
Net settlement exposure
$ 
64,919 
$ 
62,856 
Mastercard also provides guarantees to customers and certain other counterparties indemnifying them from losses stemming from 
failures of third parties to perform duties.  This includes guarantees of Mastercard-branded travelers cheques issued, but not yet 
cashed.  In addition, the Company enters into agreements in the ordinary course of business under which the Company agrees to 
indemnify third parties against damages, losses and expenses incurred in connection with legal and other proceedings arising from 
relationships or transactions with the Company.  Certain indemnifications do not provide a stated maximum exposure.  As the extent 
of the Company’s obligations under these agreements depends entirely upon the occurrence of future events, the Company’s 
potential future liability under these agreements is not determinable.  Historically, payments made by the Company under these 
types of contractual arrangements have not been material. 
Note 23. Derivative and Hedging Instruments 
The Company monitors and manages its foreign currency and interest rate exposures as part of its overall risk management program 
which focuses on the unpredictability of financial markets and seeks to reduce the potentially adverse effects that the volatility of 
these markets may have on its operating results.  A primary objective of the Company’s risk management strategies is to reduce the 
financial impact that may arise from volatility in foreign currency exchange rates.  The Company uses both foreign exchange 
derivative contracts (when the hedge costs are economically justified) and foreign currency denominated debt to manage its 
currency exposure.  In addition, the Company may enter into interest rate derivative contracts to manage the effects of interest rate 
movements on the Company’s aggregate liability portfolio, including potential future debt issuances.  The Company does not enter 
into derivatives for speculative purposes.
Cash Flow Hedges
The Company may enter into foreign exchange derivative contracts, including forwards and options, to manage the impact of foreign 
currency variability on anticipated revenues and expenses, which fluctuate based on currencies other than the functional currency of 
the entity.  The objective of these hedging activities is to reduce the effect of movement in foreign exchange rates for a portion of 
revenues and expenses forecasted to occur.  As these contracts are designated as cash flow hedging instruments, gains and losses 
resulting from changes in fair value of these contracts are deferred in accumulated other comprehensive income (loss) and are 
subsequently reclassified to the consolidated statements of operations when the underlying hedged transactions impact earnings.   
The terms of these contracts are for generally less than 18 months.
In April 2024, the Company entered into foreign exchange derivative contracts to hedge its exposure to variability in cash flows 
related to foreign denominated assets.  Gains and losses resulting from changes in fair value of these contracts are deferred in 
accumulated other comprehensive income (loss) and are subsequently reclassified to the consolidated statements of operations 
when the hedged transactions impact earnings.  Forward points are excluded from the effectiveness assessment and are amortized 
to general and administrative expenses on the consolidated statements of operations over the hedge period.  The maximum term of 
these contracts was for approximately 7 years.
In addition, the Company may enter into interest rate derivative contracts to manage the effects of interest rate movements on the 
Company’s aggregate liability portfolio, including potential future debt issuances, and designate such derivatives as hedging 
instruments in a cash flow hedging relationship.  Gains and losses resulting from changes in fair value of these contracts are deferred 
in accumulated other comprehensive income (loss) and are subsequently reclassified as an adjustment to interest expense over the 
respective terms of the hedged debt issuances.
Fair Value Hedges
The Company may enter into interest rate derivative contracts, including interest rate swaps, to manage the effects of interest rate 
movements on the fair value of the Company's fixed-rate debt and designate such derivatives as hedging instruments in a fair value 
hedging relationship.  Changes in fair value of these contracts and changes in fair value of fixed-rate debt attributable to changes in 
the hedged benchmark interest rate generally offset each other and are recorded in interest expense on the consolidated 
statements of operations.  Gains and losses related to the net settlements of interest rate swaps are also recorded in interest 
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
MASTERCARD 2024 FORM 10-K     105

expense on the consolidated statements of operations. The periodic cash settlements are included in operating activities on the 
consolidated statements of cash flows.
In 2021, the Company entered into an interest rate swap designated as a fair value hedge related to $1.0 billion of the 3.850% Senior 
Notes due March 2050.  In effect, the interest rate swap synthetically converts the fixed interest rate on this debt to a variable 
interest rate based on the Secured Overnight Financing Rate (“SOFR”) Overnight Index Swap Rate.  The net impact to interest 
expense for the years ended December 31, 2024, 2023 and 2022 was not material. 
Net Investment Hedges
The Company may use foreign currency denominated debt and/or foreign exchange derivative contracts to hedge a portion of its net 
investment in foreign subsidiaries against adverse movements in exchange rates.  The effective portion of the net investment hedge 
is recorded as a currency translation adjustment in accumulated other comprehensive income (loss).  Forward points are excluded 
from the effectiveness assessment and are amortized to general and administrative expenses on the consolidated statements of 
operations over the hedge period.  The amounts recognized in earnings related to forward points for the years ended December 31, 
2024, 2023 and 2022 were not material.  
As of December 31, 2024 and 2023, the Company had €1.3 billion and €1.6 billion euro-denominated debt outstanding designated as 
hedges of a portion of its net investment in its European operations.  In December 2024 and 2023, the Company de-designated €400 
million and €109 million of the euro-denominated debt as net investment hedges to effectively manage changes in its net 
investment exposures in foreign subsidiaries.  The €109 million of euro-denominated debt de-designated in December 2023 was 
subsequently re-designated as a net investment hedge effective April 2024.  For the years ended December 31, 2024, 2023 and 2022 
the Company recorded pre-tax net foreign currency gains (losses) of $104 million, $(67) million and $176 million, respectively, in 
other comprehensive income (loss).  
As of December 31, 2024 and 2023, the Company had net foreign currency gains of $295 million and $181 million, after tax, 
respectively, in accumulated other comprehensive income (loss) associated with this hedging activity. 
Non-designated Derivatives 
The Company may also enter into foreign exchange derivative contracts to serve as economic hedges, such as to offset possible 
changes in the value of monetary assets and liabilities due to foreign exchange fluctuations, without designating these derivative 
contracts as hedging instruments.  In addition, the Company is subject to foreign exchange risk as part of its daily settlement 
activities.  This risk is typically limited to a few days between when a payment transaction takes place and the subsequent 
settlement with customers.  To manage this risk, the Company may enter into short duration foreign exchange derivative contracts 
based upon anticipated receipts and disbursements for the respective currency position.  The objective of these activities is to 
reduce the Company’s exposure to volatility arising from gains and losses resulting from fluctuations of foreign currencies against its 
functional currencies.  Gains and losses resulting from changes in fair value of these contracts are recorded in general and 
administrative expenses on the consolidated statements of operations, net, along with the foreign currency gains and losses on 
monetary assets and liabilities.
The following table summarizes the fair value of the Company’s derivative financial instruments and the related notional amounts:
December 31, 2024
December 31, 2023
 
Notional
Derivative 
Assets
Derivative 
Liabilities
Notional
Derivative 
Assets
Derivative 
Liabilities
(in millions)
Derivatives designated as hedging instruments
Foreign exchange contracts in a cash flow hedge 1
$ 3,951 $ 
135 $ 
6 $ 1,006 $ 
2 $ 
25 
Interest rate contracts in a fair value hedge 2
 
1,000  
—  
63  
1,000  
—  
79 
Foreign exchange contracts in a net investment hedge 1
 
2,511  
54  
—  
—  
—  
— 
Derivatives not designated as hedging instruments
Foreign exchange contracts 1
 
2,741  
17  
30  
5,424  
34  
79 
Total
$ 10,203 $ 
206 $ 
99 $ 7,430 $ 
36 $ 
183 
1
Foreign exchange derivative assets and liabilities are included within prepaid expenses and other current assets, other assets and other current 
liabilities on the consolidated balance sheets.
2
Interest rate derivative liabilities are included within other current liabilities and other liabilities on the consolidated balance sheets. 
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
106     MASTERCARD 2024 FORM 10-K

The pre-tax gain (loss) related to the Company's derivative financial instruments designated as hedging instruments are as follows: 
Gain (Loss) Recognized in Other 
Comprehensive Income (Loss)
Gain (Loss) Reclassified from 
Accumulated Other 
Comprehensive Income (Loss)
Years ended December 31,
Location of Gain (Loss) 
Reclassified from Accumulated 
Other Comprehensive Income 
(Loss) into Earnings
Years ended December 31,
2024
2023
2022
2024
2023
2022
(in millions)
(in millions)
Derivative financial instruments in a cash flow hedge relationship:
Foreign exchange contracts 1
$ 
161 
$ 
(41) $ 
1 
Net revenue
$ 
8 
$ 
(29) $ 
16 
General and administrative 2
$ 
177 
$ 
— 
$ 
— 
Interest rate contracts
$ 
— 
$ 
— 
$ 
— 
Interest expense
$ 
(7) $ 
(6) $ 
(6) 
Derivative financial instruments in a net investment hedge relationship:
Foreign exchange contracts 
$ 
43 
$ 
(98) $ 
177 
1
Includes immaterial amounts excluded from the effectiveness assessment recognized in other comprehensive income (loss).
2
Includes immaterial amounts excluded from the effectiveness assessment recognized in earnings.
The Company estimates that the pre-tax amount of the net deferred loss on cash flow hedges recorded in accumulated other 
comprehensive income (loss) at December 31, 2024 that will be reclassified into the consolidated statements of operations within 
the next 12 months is not material.
The amount of gain (loss) recognized on the consolidated statements of operations for non-designated derivative contracts is 
summarized below:
 
Years ended December 31,
Derivatives not designated as hedging instruments:
2024
2023
2022
 
(in millions)
Foreign exchange contracts
General and administrative
$ 
32 
$ 
42 
$ 
21 
The Company’s derivative financial instruments are subject to both market and counterparty credit risk.  Market risk is the potential 
for economic losses to be incurred on market risk sensitive instruments arising from adverse changes in market factors such as 
foreign currency exchange rates, interest rates and other related variables.  Counterparty credit risk is the risk of loss due to failure 
of the counterparty to perform its obligations in accordance with contractual terms.  The Company’s derivative contracts are subject 
to enforceable master netting arrangements, which contain various netting and setoff provisions.  However, the Company has 
elected to present derivative assets and liabilities on a gross basis on the consolidated balance sheets.  To mitigate counterparty 
credit risk, the Company enters into derivative contracts with a diversified group of selected financial institutions based upon their 
credit ratings and other factors.  Generally, the Company does not obtain collateral related to derivatives because of the high credit 
ratings of the counterparties. 
Note 24. Segment Reporting 
Mastercard has concluded it has one reportable operating segment, “Payment Solutions.”  The Payment Solutions segment derives 
its revenues from a wide range of payment solutions provided to customers.  Revenue is generated from offering customers access 
to Mastercard’s continuous payment network, as well as by providing value-added services and solutions, whether integrated and 
sold with the payment network or on a stand-alone basis.  Revenue is recognized when services are performed in an amount that 
reflects the consideration to which the Company expects to be entitled in exchange for those services (i.e., fees charged to 
customers).  All of the segment’s activities are interrelated, and each activity is dependent upon and supportive of the other.  
Accordingly, all significant operating decisions are based upon analysis of Mastercard at the consolidated level.  The accounting 
policies of the Payment Solutions segment are the same as those described in Note 1 (Summary of Significant Accounting Policies).
Mastercard’s Chief Executive Officer has been identified as the chief operating decision-maker (“CODM”).  The CODM assesses 
performance for the Payment Solutions segment and decides how to allocate resources, including whether to reinvest profits into 
the Payment Solutions segment or into other business activities such as for acquisitions, to pay dividends or for share repurchases, 
based on net income as reported on the consolidated statements of operations (“Consolidated Net Income”).  The CODM uses 
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
MASTERCARD 2024 FORM 10-K     107

Consolidated Net Income and other measures for internal planning and forecasting purposes and in the calculation of performance-
based compensation. 
The following represents the selected financial information regularly reviewed by the CODM to assess performance of the Payment 
Solutions segment for the years ended December 31:
2024
2023
2022
(in millions)
Net revenue
$ 
28,167 
$ 
25,098 
$ 
22,237 
Less:
Personnel
 
6,673 
 
6,022 
 
5,263 
Professional Fees
 
549 
 
495 
 
480 
Data processing and telecommunications
 
1,119 
 
1,008 
 
926 
Foreign exchange activity
 
65 
 
83 
 
102 
Advertising and marketing
 
815 
 
825 
 
789 
Depreciation and amortization
 
897 
 
799 
 
750 
Provision for litigation
 
680 
 
539 
 
356 
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) 
Income tax expense
 
2,380 
 
2,444 
 
1,802 
Other segment items 1 
 
1,787 
 
1,319 
 
1,307 
Consolidated Net Income
$ 
12,874 
$ 
11,195 
$ 
9,930 
1
Includes fulfillment costs, occupancy costs, travel and meeting expenses, and other overhead expenses.
Revenue by geographic market is based on the location of the Company’s customer that issued the card, the location of the 
merchant acquirer where the card is being used or the location of the customer receiving services.  Revenue generated in the U.S. 
was approximately 30% of net revenue in 2024, 30% in 2023 and 33% in 2022.  No individual country, other than the U.S., generated 
more than 10% of net revenue in those periods.  Mastercard did not have any individual customer that generated greater than 10% 
of net revenue in 2024, 2023 or 2022.  
The following table reflects the geographical location of the Company’s property, equipment and right-of-use assets, net, as of 
December 31:
2024
2023
2022
(in millions)
United States
$ 
1,095 
$ 
1,027 
$ 
1,123 
Other countries
 
1,043 
 
1,034 
 
883 
Total
$ 
2,138 
$ 
2,061 
$ 
2,006 
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
108     MASTERCARD 2024 FORM 10-K

Item 9. Changes in and disagreements with accountants on 
accounting and financial disclosure 
Not applicable. 
Item 9A. Controls and procedures
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as 
amended (the “Exchange Act”)) are designed to ensure that information required to be disclosed in the reports that we file or submit 
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of 
the Securities and Exchange Commission and to ensure that information required to be disclosed is accumulated and communicated 
to management, including our President and Chief Executive Officer and our Chief Financial Officer, to allow timely decisions 
regarding disclosure.  The President and Chief Executive Officer and the Chief Financial Officer, with assistance from other members 
of management, have reviewed the effectiveness of our disclosure controls and procedures as of December 31, 2024 and, based on 
their evaluation, have concluded that the disclosure controls and procedures were effective as of such date.
Internal Control over Financial Reporting 
In addition, Mastercard Incorporated’s management assessed the effectiveness of Mastercard’s internal control over financial 
reporting as of December 31, 2024.  Management’s report on internal control over financial reporting is included in Part II, Item 8.  
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the consolidated financial statements 
included in this Annual Report on Form 10-K and, as part of their audit, has issued their report, included herein, on the effectiveness 
of our internal control over financial reporting.
Changes in Internal Control over Financial Reporting 
There was no change in Mastercard’s internal control over financial reporting that occurred during the three months ended 
December 31, 2024 that has materially affected, or is reasonably likely to materially affect, Mastercard’s internal control over 
financial reporting.
PART II
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 
 
MASTERCARD 2024 FORM 10-K     109

Item 9B. Other information
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the three months ended December 31, 2024, certain of our officers and directors adopted or terminated trading 
arrangements for the sale of shares of our common stock as follows. 
Action
Date
Plans
Number of Securities to 
be Sold
Expiration
Rule 
10b5-1 1
Non-Rule 
10b5-1 2
Michael Miebach,
President and Chief 
Executive Officer
Adoption November 18, 
2024
X
-
Up to (i) 29,952 shares 
of Class A common 
stock underlying 
employee stock options 
and (ii) 41,891 shares of 
Class A common stock 
underlying unvested 
restricted stock units 
and vested but not yet 
settled performance 
stock units 3
The earlier of (i) the date 
when all securities under 
plan are exercised and sold 
and (ii) November 15, 2025
Ed McLaughlin,
President, Chief 
Technology Officer
Adoption November 18, 
2024
X
-
Up to (i) 13,040 shares 
of Class A common 
stock underlying 
employee stock options 
and (ii) 5,034 shares of 
Class A common stock
The earlier of (i) the date 
when all securities under 
plan are exercised and sold 
and (ii) November 18, 2025
Craig Vosburg, Chief 
Services Officer
Adoption November 14, 
2024
X
-
Up to (i) 33,008 shares 
of Class A common 
stock underlying 
employee stock options 
and (ii) 3,100 shares of 
Class A common stock
The earlier of (i) the date 
when all securities under 
plan are exercised and sold 
and (ii) June 30, 2025
Ling Hai, President, 
Asia Pacific, Europe, 
Middle East and Africa
Adoption November 29, 
2024
X
-
Up to 13,456 shares of 
Class A common stock 
underlying employee 
stock options
The earlier of (i) the date 
when all securities under 
plan are exercised and sold 
and (ii) February 27, 2026
1
Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
2
Not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
3
The Rule 10b5-1 trading arrangement provides for the sale of a percentage of shares to be received upon future vesting of certain outstanding 
equity awards, net of any shares withheld by us to satisfy applicable taxes.  The number of shares to be withheld, and thus the exact number of 
shares to be sold pursuant to Mr. Miebach’s Rule 10b5-1 trading arrangement, can only be determined upon the occurrence of future vesting 
events.  For purposes of this disclosure, we have reported the maximum aggregate number of shares to be sold without subtracting any shares to 
be withheld upon future vesting events.
Other Information
Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, we hereby incorporate by reference 
herein the disclosure contained in Exhibit 99.1 of this Report. 
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent 
Inspections
Not applicable.
PART II
ITEM 9B. OTHER INFORMATION
 
110     MASTERCARD 2024 FORM 10-K

PART III
Item 10. Directors, executive officers and corporate governance
Item 11. Executive compensation
Item 12. Security ownership of certain beneficial owners and management and 
related stockholder matters
Item 13. Certain relationships and related transactions, and director 
independence
Item 14. Principal accountant fees and services

Item 10. Directors, executive officers and corporate governance
Information regarding our executive officers is included in section “Information about our executive officers” in Part I of this Report.  
Additional information required by this Item will appear in our definitive proxy statement to be filed with the SEC and delivered to 
stockholders in connection with our 2025 annual meeting of stockholders (the “Proxy Statement”), and is incorporated by reference 
into this Report.
Item 11. Executive compensation
The information required by this Item will appear in the Proxy Statement and is incorporated by reference into this Report.
Item 12. Security ownership of certain beneficial owners and 
management and related stockholder matters
The information required by this Item will appear in the Proxy Statement and is incorporated by reference into this Report.
Item 13. Certain relationships and related transactions, and 
director independence
The information required by this Item will appear in the Proxy Statement and is incorporated by reference into this Report.
Item 14. Principal accountant fees and services
The information required by this Item will appear in the Proxy Statement and is incorporated by reference into this Report.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
112     MASTERCARD 2019 FORM 10-K

PART IV
Item 15. Exhibits and financial statement schedules
Item 16. Form 10-K summary

Item 15. Exhibits and financial statement schedules
(a)
The following documents are filed as part of this Report: 
1
Consolidated Financial Statements 
See Index to Consolidated Financial Statements in Part II, Item 8. 
2
Consolidated Financial Statement Schedules
None. 
3
The following exhibits are filed as part of this Report or, where indicated, were previously filed and are hereby 
incorporated by reference:
Refer to the Exhibit Index included herein.
Item 16. Form 10-K summary
None.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
114     MASTERCARD 2024 FORM 10-K

Exhibit index
Exhibit number
Exhibit Description
3.1
Amended and Restated Certificate of Incorporation of Mastercard Incorporated (incorporated by reference to 
Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 24, 2022 (File No. 001-32877)).
3.2
Amended and Restated By-Laws of Mastercard Incorporated (incorporated by reference to Exhibit 3.1 to the 
Company’s Current Report on Form 8-K filed December 11, 2023 (File No. 001-32877)).  
4.1
Indenture, dated as of March 31, 2014, between the Company and Deutsche Bank Trust Company Americas, as 
trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on March 31, 
2014 (File No. 001-32877)).
4.2
Officer’s Certificate of the Company, dated as of December 1, 2015 (incorporated by reference to Exhibit 4.1 of the 
Company’s Current Report on Form 8-K filed on December 1, 2015 (File No. 001-32877)).
4.3
Form of Global Note representing the Company’s 2.100% Notes due 2027 (included in Officer’s Certificate of the 
Company, dated as of December 1, 2015) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report 
on Form 8-K filed on December 1, 2015 (File No. 001-32877)).
4.4
Form of Global Note representing the Company’s 2.500% Notes due 2030 (included in Officer’s Certificate of the 
Company, dated as of December 1, 2015) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report 
on Form 8-K filed on December 1, 2015 (File No. 001-32877)).
4.5
Officer’s Certificate of the Company, dated as of November 21, 2016 (incorporated by reference to Exhibit 4.1 of the 
Company’s Current Report on Form 8-K filed on November 21, 2016 (File No. 001-32877)).
4.6
Form of Global Note representing the Company’s 2.950% Notes due 2026 (included in Officer’s Certificate of the 
Company, dated as of November 21, 2016) (incorporated by reference to Exhibit 4.1 of the Company’s Current 
Report on Form 8-K filed on November 21, 2016 (File No. 001-32877)).
4.7
Form of Global Note representing the Company’s 3.800% Notes due 2046 (included in Officer’s Certificate of the 
Company, dated as of November 21, 2016) (incorporated by reference to Exhibit 4.1 of the Company’s Current 
Report on Form 8-K filed on November 21, 2016 (File No. 001-32877)).
4.8
Officer’s Certificate of the Company, dated as of February 26, 2018 (incorporated by reference to Exhibit 4.1 of the 
Company’s Current Report on Form 8-K filed on February 26, 2018 (File No. 001-32877)).
4.9
Form of Global Note representing the Company’s 3.5% Notes due 2028 (included in Officer’s Certificate of the 
Company, dated as of February 26, 2018) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report 
on Form 8-K filed on February 26, 2018 (File No. 001-32877)).
4.10
Form of Global Note representing the Company’s 3.95% Notes due 2048 (included in Officer’s Certificate of the 
Company, dated as of February 26, 2018) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report 
on Form 8-K filed on February 26, 2018 (File No. 001-32877)).
4.11
Officer’s Certificate of the Company, dated as of May 31, 2019 (incorporated by reference to Exhibit 4.1 of the 
Company’s Current Report on Form 8-K filed on May 31, 2019 (File No. 001-32877)). 
4.12
Form of Global Note representing the Company’s 2.950% Notes due 2029 (included in Officer’s Certificate of the 
Company, dated as of May 31, 2019) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on 
Form 8-K filed on May 31, 2019 (File No. 001-32877)). 
4.13
Form of Global Note representing the Company’s 3.650% Notes due 2049 (included in Officer’s Certificate of the 
Company, dated as of May 31, 2019) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on 
Form 8-K filed on May 31, 2019 (File No. 001-32877)). 
4.14
Officer’s Certificate of the Company, dated as of December 3, 2019 (incorporated by reference to Exhibit 4.1 of the 
Company’s Current Report on Form 8-K filed on December 3, 2019 (File No. 001-32877)). 
4.15
Form of Global Note representing the Company’s 2.000% Notes due 2025 (included in Officer’s Certificate of the 
Company, dated as of December 3, 2019) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report 
on Form 8-K filed on December 3, 2019 (File No. 001-32877)). 
4.16
Officer’s Certificate of the Company, dated as of March 26, 2020 (incorporated by reference to Exhibit 4.1 of the 
Company’s Current Report on Form 8-K filed on March 26, 2020 (File No. 001-32877)). 
4.17
Form of Global Note representing the Company’s 3.300% Notes due 2027 (included in Officer’s Certificate of the 
Company, dated as of March 26, 2020) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on 
Form 8-K filed on March 26, 2020 (File No. 001-32877)).  
EXHIBIT INDEX
 
MASTERCARD 2024 FORM 10-K     115     

4.18
Form of Global Note representing the Company’s 3.350% Notes due 2030 (included in Officer’s Certificate of the 
Company, dated as of March 26, 2020) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on 
Form 8-K filed on March 26, 2020 (File No. 001-32877)).  
4.19
Form of Global Note representing the Company’s 3.850% Notes due 2050 (included in Officer’s Certificate of the 
Company, dated as of March 26, 2020) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on 
Form 8-K filed on March 26, 2020 (File No. 001-32877)).  
4.20
Officer’s Certificate of the Company, dated as of March 4, 2021 (incorporated by reference to Exhibit 4.1 of the 
Company’s Current Report on Form 8-K filed on March 4, 2021 (File No. 001-32877)). 
4.21
Form of Global Note representing the Company’s 1.900% Notes due 2031 (included in Officer’s Certificate of the 
Company, dated as of March 4, 2021) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on 
Form 8-K filed on March 4, 2021 (File No. 001-32877)).  
4.22
Form of Global Note representing the Company’s 2.950% Notes due 2051 (included in Officer’s Certificate of the 
Company, dated as of March 4, 2021) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on 
Form 8-K filed on March 4, 2021 (File No. 001-32877)).  
4.23
Officer’s Certificate of the Company, dated as of November 18, 2021 (incorporated by reference to Exhibit 4.1 of the 
Company’s Current Report on Form 8-K filed on November 18, 2021 (File No. 001-32877)). 
4.24
Form of Global Note representing the Company’s 2.000% Notes due 2031 (included in Officer’s Certificate of the 
Company, dated as of November 18, 2021) (incorporated by reference to Exhibit 4.1 of the Company’s Current 
Report on Form 8-K filed on November 18, 2021 (File No. 001-32877)).  
4.25
Officer’s Certificate of the Company, dated as of February 22, 2022 (incorporated by reference to Exhibit 4.1 of the 
Company’s Current Report on Form 8-K filed on February 22, 2022 (File No. 001-32877)). 
4.26
Form of Global Note representing the Company’s 1.000% Notes due 2029 (included in Officer’s Certificate of the 
Company, dated as of February 22, 2022) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report 
on Form 8-K filed on February 22, 2022 (File No. 001-32877)).  
4.27
Officer’s Certificate of the Company, dated as of March 9, 2023 (incorporated by reference to Exhibit 4.1 of the 
Company’s Current Report on Form 8-K filed on March 9, 2023 (File No. 001-32877)).
4.28
Form of Global Note representing the Company’s 4.875% Notes due 2028 (included in Officer’s Certificate of the 
Company, dated as of March 9, 2023) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on 
Form 8-K filed on March 9, 2023 (File No. 001-32877)).
4.29
Form of Global Note representing the Company’s 4.850% Notes due 2033 (included in Officer’s Certificate of the 
Company, dated as of March 9, 2023) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on 
Form 8-K filed on March 9, 2023 (File No. 001-32877)).
4.30
Officer’s Certificate of the Company, dated as of May 9, 2024 (incorporated by reference to Exhibit 4.1 of the 
Company’s Current Report on Form 8-K filed on May 9, 2024 (File No. 001-32877)).
4.31
Form of Global Note representing the Company’s 4.875% Notes due 2034 (included in Officer’s Certificate of the 
Company, dated as of May 9, 2024) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on 
Form 8-K filed on May 9, 2024 (File No. 001-32877)).
4.32
Officer’s Certificate of the Company, dated as of September 5, 2024 (incorporated by reference to Exhibit 4.1 of the 
Company’s Current Report on Form 8-K filed on September 5, 2024 (File No. 001-32877)).
4.33
Form of Global Note representing the Company’s 4.100% Notes due 2028 (included in Officer’s Certificate of the 
Company, dated as of September 5, 2024) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report 
on Form 8-K filed on September 5, 2024 (File No. 001-32877)).
4.34
Form of Global Note representing the Company’s 4.350% Notes due 2032 (included in Officer’s Certificate of the 
Company, dated as of September 5, 2024) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report 
on Form 8-K filed on September 5, 2024 (File No. 001-32877)).
4.35
Form of Global Note representing the Company’s 4.550% Notes due 2035 (included in Officer’s Certificate of the 
Company, dated as of September 5, 2024) (incorporated by reference to Exhibit 4.1 of the Company’s Current Report 
on Form 8-K filed on September 5, 2024 (File No. 001-32877)).
4.36
Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by 
reference to Exhibit 4.29 of the Company’s Annual Report on Form 10-K filed on February 14, 2023 (File No. 
001-32877)).
EXHIBIT INDEX
 
116     MASTERCARD 2024 FORM 10-K

10.1
$8,000,000,000 Amended and Restated Credit Agreement, dated as of November 10, 2022, among Mastercard 
Incorporated, the several lenders and agents from time to time party thereto, Citibank, N.A., as managing 
administrative agent and JPMorgan Chase Bank, N.A. as administrative agent (incorporated by reference to Exhibit 
10.1 of the Company’s Annual Report on Form 10-K filed on February 14, 2023 (File No. 001-32877)).
10.2+
Mastercard International Senior Executive Annual Incentive Compensation Plan, as amended and restated effective 
June 12, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed July 
27, 2023 (File No. 001-32877)).
10.3+
Mastercard International Incorporated Restoration Program, as amended and restated January 1, 2007 unless 
otherwise provided (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed 
February 19, 2009 (File No. 001-32877)).
10.4+*
Mastercard Incorporated Deferral Plan, as amended and restated effective June 15, 2017 for account balances 
established after December 31, 2004.
10.5+
Mastercard Incorporated 2006 Long Term Incentive Plan, amended and restated effective June 22, 2021 
(incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed July 29, 2021 (File 
No. 001-32877)).
10.6+
Form of Restricted Stock Unit Agreement for awards under 2006 Long Term Incentive Plan (effective for awards 
granted on and subsequent to March 1, 2024) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly 
Report on Form 10-Q filed May 1, 2024 (File No. 001-32877)).
10.7+
Form of Stock Option Agreement for awards under 2006 Long Term Incentive Plan (effective for awards granted on 
and subsequent to March 1, 2024) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on 
Form 10-Q filed May 1, 2024 (File No. 001-32877)).
10.8+
Form of Performance Stock Unit Agreement for awards under 2006 Long Term Incentive Plan (effective for awards 
granted on and subsequent to March 1, 2024) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly 
Report on Form 10-Q filed May 1, 2024 (File No. 001-32877)).
10.9+
Form of Mastercard Incorporated Long Term Incentive Plan Non-Competition and Non-Solicitation Agreement for 
named executive officers (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K 
filed February 16, 2012 (File No. 001-32877)).
10.10+
Amended and Restated Mastercard International Incorporated Executive Severance Plan, amended and restated as 
of October 17, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q 
filed October 26, 2023 (File No. 001-32877)).
10.11+
Amended and Restated Mastercard International Incorporated Change in Control Severance Plan, amended and 
restated as of October 17, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on 
Form 10-Q filed October 26, 2023 (File No. 001-32877)).
10.12+
Mastercard Incorporated Employee Stock Purchase Plan, effective as of June 27, 2023 (incorporated by reference to 
Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed July 27, 2023 (File No. 001-32877)).
10.13
2006 Non-Employee Director Equity Compensation Plan, amended and restated effective as of June 22, 2021 
(incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed July 29, 2021 (File 
No. 001-32877)).
10.14
Form of Deferred Stock Unit Agreement for awards under 2006 Non-Employee Director Equity Compensation Plan, 
(effective for awards granted on and subsequent to June 18, 2024) (incorporated by reference to Exhibit 10.1 to the 
Company’s Quarterly Report on Form 10-Q filed July 31, 2024 (File No. 001-32877)).
10.15
Form of Restricted Stock Agreement for awards under 2006 Non-Employee Director Equity Compensation Plan 
(effective for awards granted on and subsequent to June 18, 2024) (incorporated by reference to Exhibit 10.2 to the 
Company’s Quarterly Report on Form 10-Q filed July 31, 2024 (File No. 001-32877)).
10.16
Form of Indemnification Agreement between Mastercard Incorporated and certain of its directors (incorporated by 
reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed May 2, 2006 (File No. 000-50250)).
10.17
Form of Indemnification Agreement between Mastercard Incorporated and certain of its director nominees 
(incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed May 2, 2006 (File 
No. 000-50250)).
10.18
Deed of Gift between Mastercard Incorporated and Mastercard Foundation (incorporated by reference to Exhibit 
10.28 to Pre-Effective Amendment No. 5 to the Company’s Registration Statement on Form S-1 filed May 3, 2006 
(File No. 333-128337)).
EXHIBIT INDEX
 
MASTERCARD 2024 FORM 10-K     117     

10.19
Settlement Agreement, dated as of June 4, 2003, between Mastercard International Incorporated and Plaintiffs in 
the class action litigation entitled In Re Visa Check/MasterMoney Antitrust Litigation (incorporated by reference to 
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed August 8, 2003 (File No. 000-50250)).
10.20
Stipulation and Agreement of Settlement, dated July 20, 2006, between Mastercard Incorporated, the several 
defendants and the plaintiffs in the consolidated federal class action lawsuit titled In re Foreign Currency Conversion 
Fee Antitrust Litigation (MDL 1409), and the California state court action titled Schwartz v. Visa Int’l Corp., et al. 
(incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed November 1, 2006 
(File No. 001-32877)).
10.21
Omnibus Agreement Regarding Interchange Litigation Judgment Sharing and Settlement Sharing, dated as of 
February 7, 2011, by and among Mastercard Incorporated, Mastercard International Incorporated, Visa Inc., Visa 
U.S.A. Inc., Visa International Service Association and Mastercard’s customer banks that are parties thereto 
(incorporated by reference to Exhibit 10.33 to Amendment No.1 to the Company’s Annual Report on Form 10-K/A 
filed on November 23, 2011).
10.21.1
Amendment to Omnibus Agreement Regarding Interchange Litigation Judgment Sharing and Settlement Sharing, 
dated as of August 25, 2014, by and among Mastercard Incorporated, Mastercard International Incorporated, Visa 
Inc., Visa U.S.A Inc., Visa International Service Association and Mastercard’s customer banks that are parties thereto 
(incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed October 30, 2014 
(File No. 001-32877)).
10.21.2
Second Amendment to Omnibus Agreement Regarding Interchange Litigation Judgment Sharing and Settlement 
Sharing, dated as of October 22, 2015, by and among Mastercard Incorporated, Mastercard International 
Incorporated, Visa Inc., Visa U.S.A Inc., Visa International Service Association and Mastercard’s customer banks that 
are parties thereto (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed 
October 29, 2015 (File No. 001-32877)).
10.22**
Mastercard Settlement and Judgment Sharing Agreement, dated as of February 7, 2011, by and among Mastercard 
Incorporated, Mastercard International Incorporated and Mastercard’s customer banks that are parties thereto 
(incorporated by reference to Exhibit 10.34 to Amendment No.1 to the Company’s Annual Report on Form 10-K/A 
filed on November 23, 2011).
10.22.1
Amendment to Mastercard Settlement and Judgment Sharing Agreement, dated as of August 26, 2014, by and 
among Mastercard Incorporated, Mastercard International Incorporated and Mastercard’s customer banks that are 
parties thereto (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed 
October 30, 2014 (File No. 001-32877)).
10.22.2
Second Amendment to Mastercard Settlement and Judgment Sharing Agreement, dated as of October 22, 2015, by 
and among Mastercard Incorporated, Mastercard International Incorporated and Mastercard’s customer banks that 
are parties thereto (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed 
October 29, 2015 (File No. 001-32877)).
10.23
Superseding and Amended Class Settlement Agreement, dated September 17, 2018, by and among Mastercard 
Incorporated and Mastercard International Incorporated; Visa, Inc., Visa U.S.A. Inc. and Visa International Service 
Association; the Class Plaintiffs defined therein; and the Customer Banks defined therein (incorporated by reference 
to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 18, 2018 (File No. 001-32877)).
19.1*
Insider Trading Policy (effective January 31, 2025).
21*
 List of Subsidiaries of Mastercard Incorporated.
23.1*
Consent of PricewaterhouseCoopers LLP.
31.1*
 
 
Certification of Michael Miebach, President and Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as 
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
 
 
Certification of Sachin Mehra, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to 
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
 
 
Certification of Michael Miebach, President and Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as 
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
 
 
Certification of Sachin Mehra, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to 
Section 906 of the Sarbanes-Oxley Act of 2002.
97.1
Mastercard Incorporated Executive Officer Incentive Compensation Recovery Policy, effective October 2, 2023 
(incorporated by reference to Exhibit 97.1 of the Company’s Annual Report on Form 10-K filed February 13, 2024 
(File No. 001-32877)).
99.1*
Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012.
EXHIBIT INDEX
 
118     MASTERCARD 2024 FORM 10-K

101.INS
 
 
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags 
are embedded within the Inline XBRL document.
101.SCH*
 XBRL Taxonomy Extension Schema Document
101.CAL*
 XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
 XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
 XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
 XBRL Taxonomy Extension Presentation Linkbase Document
+ 
Management contracts or compensatory plans or arrangements. 
* 
Filed or furnished herewith.
** Exhibit omits certain information that has been filed separately with the U.S. Securities and Exchange Commission and has been granted 
confidential treatment.  
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other 
disclosure other than with respect to the terms of the agreements or other documents themselves, and should not be relied upon 
for that purpose.  In particular, any representations and warranties made by the Company in these agreements or other documents 
were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs 
as of the date they were made or at any other time.
EXHIBIT INDEX
 
MASTERCARD 2024 FORM 10-K     119     

Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this 
Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. 
MASTERCARD INCORPORATED
(Registrant)
Date:
February 12, 2025
By:  
/s/ MICHAEL MIEBACH
 
Michael Miebach
 
President and Chief Executive Officer
 
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons 
on behalf of the registrant and in the capacities and on the dates indicated:
Date:
February 12, 2025
By:  
/s/ MICHAEL MIEBACH
 
Michael Miebach
 
President and Chief Executive Officer; Director
 
(Principal Executive Officer)
Date:
February 12, 2025
By:  
/s/ SACHIN MEHRA
 
Sachin Mehra
 
Chief Financial Officer
 
(Principal Financial Officer)
Date:
February 12, 2025
By:  
/s/ SANDRA ARKELL
 
Sandra Arkell
 
Corporate Controller
 
(Principal Accounting Officer)
Date:
February 12, 2025
By:
/s/ CANDIDO BRACHER
Candido Bracher
Director
Date:
February 12, 2025
By:
/s/ RICHARD K. DAVIS
Richard K. Davis
Director
SIGNATURES
 
120     MASTERCARD 2024 FORM 10-K

Date:
February 12, 2025
By:
/s/ JULIUS GENACHOWSKI
Julius Genachowski
Director
Date:
February 12, 2025
By:
/s/ CHOON PHONG GOH
Choon Phong Goh
Director
Date:
February 12, 2025
By:
/s/ MERIT E. JANOW
Merit E. Janow
Chairman of the Board; Director
Date:
February 12, 2025
By:
/s/ OKI MATSUMOTO
Oki Matsumoto
Director
Date:
February 12, 2025
By:
/s/ YOUNGME MOON
Youngme Moon
Director
Date:
February 12, 2025
By:
/s/ RIMA QURESHI
Rima Qureshi
Director
Date:
February 12, 2025
By:
/s/ GABRIELLE SULZBERGER
Gabrielle Sulzberger
Director
Date:
February 12, 2025
By:
/s/ HARIT TALWAR
Harit Talwar
Director
Date:
February 12, 2025
By:
/s/ LANCE UGGLA
Lance Uggla
Director
SIGNATURES
 
MASTERCARD 2024 FORM 10-K     121     

Exhibit 21
LIST OF SUBSIDIARIES OF MASTERCARD INCORPORATED
The following is a list of subsidiaries of Mastercard Incorporated as of December 31, 2024, omitting subsidiaries which, 
considered in the aggregate, would not constitute a significant subsidiary:
Name
Jurisdiction
Global Mastercard Holdings LP
United Kingdom
Mastercard A&M Investment Holdings, LLC
Delaware
Mastercard AP Financing Pte. Ltd.
Singapore
Mastercard Asia/Pacific Pte. Ltd.
Singapore
Mastercard/Europay U.K. Limited
United Kingdom
Mastercard Europe SA
Belgium
Mastercard Europe Services Limited
United Kingdom
Mastercard Financing Solutions LLC
Delaware
Mastercard Holdings LP
United Kingdom
Mastercard International Incorporated
Delaware
Mastercard Payment Gateway Services Limited
United Kingdom
Mastercard Payment Gateway Services Group Limited
United Kingdom
Mastercard Singapore Holding Pte. Ltd.
Singapore
Mastercard Technologies, LLC
Delaware
Mastercard US Holdings LLC
Delaware

EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-135572; 
333-136460; 333-143777; and 333-273483) and Form S-3 (No. 333-277032) of Mastercard Incorporated of our report dated 
February 12, 2025 relating to the financial statements and the effectiveness of internal control over financial reporting, which 
appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP 
PricewaterhouseCoopers LLP 
New York, New York
February 12, 2025 

EXHIBIT 31.1 
CERTIFICATION PURSUANT TO 
RULE 13a-14(a)/15d-14(a), 
AS ADOPTED PURSUANT TO SECTION 302 
OF THE SARBANES-OXLEY ACT OF 2002 
I, Michael Miebach, certify that: 
1.
I have reviewed this annual report on Form 10-K of Mastercard Incorporated; 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a 
material fact necessary to make the statements made, in light of the circumstances under which such statements were 
made, not misleading with respect to the period covered by this report; 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly 
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and 
for, the periods presented in this report; 
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls 
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting 
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be 
designed under our supervision, to ensure that material information relating to the registrant, including its 
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in 
which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to 
be designed under our supervision, 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;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report 
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period 
covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred 
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual 
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control 
over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal 
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of 
directors (or persons performing the equivalent functions): 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial 
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize 
and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in 
the registrant’s internal control over financial reporting. 
Date:
February 12, 2025
By:
/s/ Michael Miebach
Michael Miebach
President and Chief Executive Officer

EXHIBIT 31.2 
CERTIFICATION PURSUANT TO 
RULE 13a-14(a)/15d-14(a), 
AS ADOPTED PURSUANT TO SECTION 302 
OF THE SARBANES-OXLEY ACT OF 2002 
I, Sachin Mehra, certify that: 
1.
I have reviewed this annual report on Form 10-K of Mastercard Incorporated;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a 
material fact necessary to make the statements made, in light of the circumstances under which such statements were 
made, not misleading with respect to the period covered by this report; 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly 
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and 
for, the periods presented in this report; 
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls 
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting 
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be 
designed under our supervision, to ensure that material information relating to the registrant, including its 
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in 
which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to 
be designed under our supervision, 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;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report 
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period 
covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred 
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual 
report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control 
over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal 
control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of 
directors (or persons performing the equivalent functions): 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial 
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize 
and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in 
the registrant’s internal control over financial reporting. 
Date:
February 12, 2025
By:
/s/ Sachin Mehra
Sachin Mehra
Chief Financial Officer
 

EXHIBIT 32.1 
CERTIFICATION PURSUANT TO 
18 U.S.C. SECTION 1350, 
AS ADOPTED PURSUANT TO SECTION 906 
OF THE SARBANES-OXLEY ACT OF 2002 
In connection with the Annual Report of Mastercard Incorporated (the "Company") on Form 10-K for the period 
ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, 
Michael Miebach, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley 
Act of 2002, that to the best of my knowledge:
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 
1934; and 
2. The information contained in the Report fairly presents, in all material respects, the financial condition and 
results of operations of the Company.  
February 12, 2025
/s/ Michael Miebach
Michael Miebach
President and Chief Executive Officer

EXHIBIT 32.2
CERTIFICATION PURSUANT TO 
18 U.S.C. SECTION 1350, 
AS ADOPTED PURSUANT TO SECTION 906 
OF THE SARBANES-OXLEY ACT OF 2002 
In connection with the Annual Report of Mastercard Incorporated (the "Company") on Form 10-K for the period 
ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, 
Sachin Mehra, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley 
Act of 2002, that to the best of my knowledge:
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 
1934; and 
2. The information contained in the Report fairly presents, in all material respects, the financial condition and 
results of operations of the Company.  
February 12, 2025
/s/ Sachin Mehra
Sachin Mehra
Chief Financial Officer

EXHIBIT 99.1 
Section 13(r) Disclosure
Mastercard Incorporated ("Mastercard") has established a risk-based compliance program designed to prevent us from having 
business dealings with Iran, as well as other prohibited countries, regions, individuals or entities.  This includes obligating 
issuers and acquirers to screen account holders and merchants, respectively, against the U.S. Office of Foreign Assets 
Control’s (“OFAC”) sanctions lists, including the List of Specially Designated Nationals (“SDN list”).
We identified through our compliance program that for the period covered by this Report:
•
an acquirer located in the Europe region acquired transactions over our network for an Iranian airline
•
during the three months ended December 31, 2024, an acquirer located in the Eastern Europe/Middle East/Africa 
region acquired transactions over our network for consular services with an Iranian embassy     
OFAC regulations and other legal authorities provide exemptions for certain activities involving dealings with Iran.  However, 
Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 requires us to disclose whether we, or any of our 
affiliates, have knowingly engaged in certain transactions or dealings involving the Government of Iran or with certain persons 
or entities found on the SDN list, regardless of whether these dealings constitute a violation of OFAC regulations. 
We do not calculate net revenues or net profits associated with specific merchants (our customers’ customers).  However, we 
used our fee schedule and the aggregate number and amount of transactions involving the above merchants to estimate the 
net revenue and net profit we obtained with respect to the period covered by this Report.  Both the number of transactions 
and our estimated net revenue and net profits for this period are de minimis.