MA 10-K Annual Report Dec. 31, 2024 | Alphaminr

MA 10-K Fiscal year ended Dec. 31, 2024

MASTERCARD INC
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TABLE OF CONTENTS
Part IprintPart Iiitem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issues Purchases Of Equity SecuritiesprintPart IIprintItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issues Purchases Of Equity SecuritiesprintItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 6. [reserved]printPart Iiitem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintPart Iiitem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintPart Iiitem 8. Financial Statements and Supplementary DataprintItem 8. Financial Statements and Supplementary DataprintPart Iiitem 8. Financial Statements and Supplementary Data - Notes To Consolidated Financial StatementsprintItem 8. Financial Statements and Supplementary Data - Notes To Consolidated Financial StatementsprintNote 1. Summary Of Significant Accounting PoliciesprintNote 2. AcquisitionsprintNote 3. RevenueprintNote 4. Earnings Per ShareprintNote 5. Cash, Cash Equivalents, Restricted Cash and Restricted Cash EquivalentsprintNote 6. Supplemental Cash FlowsprintNote 7. InvestmentsprintNote 8. Fair Value MeasurementsprintNote 9. Prepaid Expenses and Other AssetsprintNote 10. Property, Equipment and Right-of-use AssetsprintNote 11. GoodwillprintNote 12. Other Intangible AssetsprintNote 13. Accrued Expenses and Accrued LitigationprintNote 14. Pension, Postretirement and Savings PlansprintNote 15. DebtprintNote 16. Stockholders' EquityprintNote 17. Accumulated Other Comprehensive Income (loss)printNote 18. Share-based PaymentsprintNote 19. CommitmentsprintNote 20. Income TaxesprintNote 21. Legal and Regulatory ProceedingsprintNote 22. Settlement and Other Risk ManagementprintNote 23. Derivative and Hedging InstrumentsprintNote 24. Segment ReportingprintPart Iiitem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A. Controls and ProceduresprintPart Iiitem 9B. Other InformationprintItem 9B. Other InformationprintItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintPart Iiiitem 10. Directors, Executive Officers and Corporate GovernanceprintPart IIIprintItem 10. Directors, Executive Officers and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13. Certain Relationships and Related Transactions, and Director IndependenceprintItem 14. Principal Accountant Fees and ServicesprintPart Ivitem 15. Exhibits and Financial Statement SchedulesprintPart IVprintItem 15. Exhibits and Financial Statement SchedulesprintItem 16. Form 10-k Summaryprint

Exhibits

3.1 Amended and Restated Certificate of Incorporation of Mastercard Incorporated (incorporated by reference to Exhibit 3.1 to the Companys 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 Companys 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 Companys Current Report on Form 8-K filed on March 31, 2014 (File No. 001-32877)). 4.2 Officers Certificate of the Company, dated as of December 1, 2015 (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on December 1, 2015 (File No. 001-32877)). 4.3 Form of Global Note representing the Companys 2.100% Notes due 2027 (included in Officers Certificate of the Company, dated as of December 1, 2015) (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on December 1, 2015 (File No. 001-32877)). 4.4 Form of Global Note representing the Companys 2.500% Notes due 2030 (included in Officers Certificate of the Company, dated as of December 1, 2015) (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on December 1, 2015 (File No. 001-32877)). 4.5 Officers Certificate of the Company, dated as of November 21, 2016 (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on November 21, 2016 (File No. 001-32877)). 4.6 Form of Global Note representing the Companys 2.950% Notes due 2026 (included in Officers Certificate of the Company, dated as of November 21, 2016) (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on November 21, 2016 (File No. 001-32877)). 4.7 Form of Global Note representing the Companys 3.800% Notes due 2046 (included in Officers Certificate of the Company, dated as of November 21, 2016) (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on November 21, 2016 (File No. 001-32877)). 4.8 Officers Certificate of the Company, dated as of February 26, 2018 (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on February 26, 2018 (File No. 001-32877)). 4.9 Form of Global Note representing the Companys 3.5% Notes due 2028 (included in Officers Certificate of the Company, dated as of February 26, 2018) (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on February 26, 2018 (File No. 001-32877)). 4.10 Form of Global Note representing the Companys 3.95% Notes due 2048 (included in Officers Certificate of the Company, dated as of February 26, 2018) (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on February 26, 2018 (File No. 001-32877)). 4.11 Officers Certificate of the Company, dated as of May 31, 2019 (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on May 31, 2019 (File No. 001-32877)). 4.12 Form of Global Note representing the Companys 2.950% Notes due 2029 (included in Officers Certificate of the Company, dated as of May 31, 2019) (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on May 31, 2019 (File No. 001-32877)). 4.13 Form of Global Note representing the Companys 3.650% Notes due 2049 (included in Officers Certificate of the Company, dated as of May 31, 2019) (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on May 31, 2019 (File No. 001-32877)). 4.14 Officers Certificate of the Company, dated as of December 3, 2019 (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on December 3, 2019 (File No. 001-32877)). 4.15 Form of Global Note representing the Companys 2.000% Notes due 2025 (included in Officers Certificate of the Company, dated as of December 3, 2019) (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on December 3, 2019 (File No. 001-32877)). 4.16 Officers Certificate of the Company, dated as of March 26, 2020 (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on March 26, 2020 (File No. 001-32877)). 4.17 Form of Global Note representing the Companys 3.300% Notes due 2027 (included in Officers Certificate of the Company, dated as of March 26, 2020) (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on March 26, 2020 (File No. 001-32877)). 4.18 Form of Global Note representing the Companys 3.350% Notes due 2030 (included in Officers Certificate of the Company, dated as of March 26, 2020) (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on March 26, 2020 (File No. 001-32877)). 4.19 Form of Global Note representing the Companys 3.850% Notes due 2050 (included in Officers Certificate of the Company, dated as of March 26, 2020) (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on March 26, 2020 (File No. 001-32877)). 4.20 Officers Certificate of the Company, dated as of March 4, 2021 (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on March 4, 2021 (File No. 001-32877)). 4.21 Form of Global Note representing the Companys 1.900% Notes due 2031 (included in Officers Certificate of the Company, dated as of March 4, 2021) (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on March 4, 2021 (File No. 001-32877)). 4.22 Form of Global Note representing the Companys 2.950% Notes due 2051 (included in Officers Certificate of the Company, dated as of March 4, 2021) (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on March 4, 2021 (File No. 001-32877)). 4.23 Officers Certificate of the Company, dated as of November 18, 2021 (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on November 18, 2021 (File No. 001-32877)). 4.24 Form of Global Note representing the Companys 2.000% Notes due 2031 (included in Officers Certificate of the Company, dated as of November 18, 2021) (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on November 18, 2021 (File No. 001-32877)). 4.25 Officers Certificate of the Company, dated as of February 22, 2022 (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on February 22, 2022 (File No. 001-32877)). 4.26 Form of Global Note representing the Companys 1.000% Notes due 2029 (included in Officers Certificate of the Company, dated as of February 22, 2022) (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on February 22, 2022 (File No. 001-32877)). 4.27 Officers Certificate of the Company, dated as of March 9, 2023 (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on March 9, 2023 (File No. 001-32877)). 4.28 Form of Global Note representing the Companys 4.875% Notes due 2028 (included in Officers Certificate of the Company, dated as of March 9, 2023) (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on March 9, 2023 (File No. 001-32877)). 4.29 Form of Global Note representing the Companys 4.850% Notes due 2033 (included in Officers Certificate of the Company, dated as of March 9, 2023) (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on March 9, 2023 (File No. 001-32877)). 4.30 Officers Certificate of the Company, dated as of May9, 2024(incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on May9, 2024(File No. 001-32877)). 4.31 Form of Global Note representing the Companys 4.875% Notes due 2034(included in Officers Certificate of the Company, dated as of May9, 2024) (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on May9, 2024(File No. 001-32877)). 4.32 Officers Certificate of the Company, dated as ofSeptember5, 2024(incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed onSeptember5, 2024(File No. 001-32877)). 4.33 Form of Global Note representing the Companys 4.100% Notes due 2028 (included in Officers Certificate of the Company, dated as ofSeptember5, 2024) (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed onSeptember 5, 2024(File No. 001-32877)). 4.34 Form of Global Note representing the Companys 4.350% Notes due 2032(included in Officers Certificate of the Company, dated as of September 5, 2024) (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K filed on September 5, 2024 (File No. 001-32877)). 4.35 Form of Global Note representing the Companys 4.550% Notes due 2035(included in Officers Certificate of the Company, dated as of September 5, 2024) (incorporated by reference to Exhibit 4.1 of the Companys 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 Companys Annual Report on Form 10-K filed on February 14, 2023 (File No. 001-32877)). 10.1 $8,000,000,000 Amended and Restated Credit Agreement, dated as of November 10, 2022, among Mastercard Incorporated, the several lenders and agents from time to time party thereto, Citibank, N.A., as managing administrative agent and JPMorgan Chase Bank, N.A. as administrative agent (incorporated by reference to Exhibit 10.1 of the Companys 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 Companys 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 Companys Annual Report on Form 10-K filed February 19, 2009 (File No. 001-32877)). 10.4+* Mastercard Incorporated Deferral Plan, as amended and restated effectiveJune15, 2017for 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 Companys 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 Companys Quarterly Report on Form 10-Q filedMay1, 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 Companys Quarterly Report on Form 10-Q filedMay1, 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 Companys Quarterly Report on Form 10-Q filedMay 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 June18, 2024) (incorporated by reference to Exhibit 10.1to the Companys Quarterly Report on Form 10-Q filedJuly31, 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 June18, 2024) (incorporated by reference to Exhibit 10.2to the Companys Quarterly Report on Form 10-Q filedJuly31, 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 Companys 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 Companys 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 Companys Registration Statement on Form S-1 filed May 3, 2006 (File No. 333-128337)). 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 Intl Corp., et al. (incorporated by reference to Exhibit 10.1 to the Companys 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 Mastercards customer banks that are parties thereto (incorporated by reference to Exhibit 10.33 to Amendment No.1 to the Companys 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 Mastercards customer banks that are parties thereto (incorporated by reference to Exhibit 10.1 to the Companys 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 Mastercards customer banks that are parties thereto (incorporated by reference to Exhibit 10.2 to the Companys 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 Mastercards customer banks that are parties thereto (incorporated by reference to Exhibit 10.34 to Amendment No.1 to the Companys 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 Mastercards customer banks that are parties thereto (incorporated by reference to Exhibit 10.2 to the Companys 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 Mastercards customer banks that are parties thereto (incorporated by reference to Exhibit 10.3 to the Companys 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 Companys 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 Exhibit97.1of the Companys Annual Report on Form 10-K filedFebruary 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.