Form 8-K - Current report

false000114139100011413912024-11-132024-11-130001141391us-gaap:CommonClassAMember2024-11-132024-11-130001141391ma:TwoPointOnePercentNotesDue2027Member2024-11-132024-11-130001141391ma:A10NotesDue2029Member2024-11-132024-11-130001141391ma:TwoPointFivePercentNotesDue2030Member2024-11-132024-11-13

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________

FORM 8-K
_______________________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

November 13, 2024

_______________________________________

Mastercard Incorporated

(Exact name of registrant as specified in its charter)

_______________________________________

Delaware

001-32877

13-4172551

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2000 Purchase Street

10577

Purchase,

NY

(Address of principal executive offices)

(Zip Code)

(914)

249-2000

(Registrant's telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

1

---

Item 7.01 Regulation FD Disclosure

On November 13, 2024, Mastercard Incorporated (the "Company") provided its performance objectives for 2025-2027 1 as follows:

•Net revenue compound annual growth rate (“CAGR”) %			High-end of low-double-digits
•Annual operating margin percentage			Minimum 55%
•Earnings per share CAGR % 2,3			Mid-teens
One of the key highlights of these 2025-2027 objectives is to deliver a net revenue CAGR in the high teens1 for the Company's value-added services and solutions.
1.2024 base year based on three quarters of actuals and Q4 guidance as of October 31, 2024. All growth rates are on a currency-neutral basis. Amounts include the impact of acquisitions announced as of October 31, 2024 (both closed and planned), including the planned acquisition of RF Ultimate Parent, Inc. (“Recorded Future”). The net revenue CAGR includes an estimated 0.5ppt benefit for these acquisitions. Amounts do not include the impact of any acquisitions that may be announced after October 31, 2024. The acquisition of Recorded Future is expected to be completed by Q1 2025, subject to regulatory approval and other customary closing conditions 2.Assumes 2025-2027 tax rate of ~21%; based on known tax regulations and excludes any future tax reform 3.Adjusted to exclude the impact of gains and losses on the Company's equity investments, Special Items (which represent litigation judgments and settlements and certain one-time items) and the related tax impacts on the Company's non-GAAP adjustments

At a meeting the Company is hosting for members of the investment community, beginning at 9:00am today, the Company will provide additional context with respect to the above information. A reconciliation of the earnings per share objective to its most directly comparable GAAP equivalent is attached hereto as Exhibit 99.1. The information set forth above and in the attached reconciliation is furnished but not filed.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number			Exhibit Description
99.1			Mastercard Incorporated Non-GAAP Reconciliation, dated November 13, 2024
104			Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

2

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MASTERCARD INCORPORATED

Date:

November 13, 2024

By:

/s/ Adam Zitter

Adam Zitter

Corporate Secretary

3

Mastercard Incorporated

Non-GAAP Reconciliation

2025-2027 performance objectives

						2025-2027 3-Year CAGR
						EPS1
			Forecasted GAAP			Mid-teens
			Gains/(losses) on equity investments2			~0%
			Special items3			(1)%
			Forecasted non-GAAP			Mid-teens

1.Based on 2024 pro forma EPS utilized to measure 3-year diluted EPS target performance (2025-2027). The Company has not adjusted for future special items because it cannot, without unreasonable effort, predict the special items that could arise during 2025-2027

2.Impact of gains/(losses) on equity investments for the nine months ended September 30, 2024 ($0.07 per diluted share)

3.Impact of special items for the nine months ended September 30, 2024 related to litigation provisions ($0.30 per diluted share) and a restructuring charge ($0.16 per diluted share)

Cover Cover	Nov. 13, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 13, 2024
Entity Registrant Name	Mastercard Incorporated
Entity Incorporation, State or Country Code	DE
Entity File Number	001-32877
Entity Tax Identification Number	13-4172551
Entity Address, Address Line One	2000 Purchase Street
Entity Address, Postal Zip Code	10577
Entity Address, City or Town	Purchase,
Entity Address, State or Province	NY
City Area Code	(914)
Local Phone Number	249-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001141391
Class A common stock
Entity Information [Line Items]
Title of 12(b) Security	Class A common stock
Trading Symbol	MA
Security Exchange Name	NYSE
2.1% Notes due 2027
Entity Information [Line Items]
Title of 12(b) Security	2.1% Notes due 2027
Trading Symbol	MA27
Security Exchange Name	NYSE
2.5% Notes due 2030
Entity Information [Line Items]
Title of 12(b) Security	2.5% Notes due 2030
Trading Symbol	MA30
Security Exchange Name	NYSE
1.0% Notes Due 2029
Entity Information [Line Items]
Title of 12(b) Security	1.0% Notes due 2029
Trading Symbol	MA29A
Security Exchange Name	NYSE

---