Item 5. Market for Registrant’s Common Equity
Item 5. Market for registrant’s common equity, related stockholder matters and issuer purchases of equity securities
Our Class A common stock trades on the New York Stock Exchang e under the symbol “MA”. At February 7, 2025, we had 67 stockholders of record for our Class A common stock. 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
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 contin ue 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]
45 MASTERCARD 2024 FORM 10-K
PART II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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.
MASTERCARD 2024 FORM 10-K 46
PART II
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following table provides a summary of our key non-GAAP operating results 1 , 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.
47 MASTERCARD 2024 FORM 10-K
PART II