Mastercard (MA) 10-K risk factor changes: FY2021 vs FY2020

[added: In order to remain competitive and meet the needs of the] payments markets, we are continually involved in [added: developing complex multi-rail solutions and] diversifying our integrated products and services.

Our failure to [added: effectively design and] deliver these [added: multi-rail solutions and] integrated products and services could make our other [removed: integrated products and services] [added: offerings] less desirable to customers, or put us at a competitive disadvantage.

[removed: In addition, if there is a delay in the implementation of our products or services or if our products or services do not perform as anticipated, or we are unable to 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.

These threats include cyber-attacks such as computer viruses, malicious [removed: code,] [added: code (including ransomware),] phishing attacks or information security breaches and could lead to the misappropriation of consumer account and other information and identity theft.

As a result, information security and the continued development and enhancement of our controls, processes and practices designed to protect our systems, computers, software, data and networks [added: from attack, damage or unauthorized access remain a priority for us.]

Such events could also slow or reverse the [removed: trend toward electronic payments.]

Our transaction switching systems and other offerings have experienced in limited instances and may continue to experience interruptions as a result of technology malfunctions, fire, weather events, power outages, telecommunications disruptions, terrorism, workplace violence, accidents or other catastrophic [removed: events.][added: events (including those related to climate change).]

Our customers can reassess their [added: future] commitments to us [removed: at any time in] [added: subject to] the [removed: future and/or] [added: terms of our contracts, and they separately may] develop their own [removed: competitive services.][added: services that compete with ours.]

[removed: Accordingly, our] [added: Our] business agreements with these customers may not [added: 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.

[removed: Certain customers have exclusive, or nearly-exclusive, relationships with our competitors to issue payment products, and these] [added: These] relationships may make it difficult or cost-prohibitive for us to do significant amounts of business with [removed: them] [added: these customers] to increase our revenues.

Consolidation [removed: in the banking industry] [added: amongst our customers] could materially and adversely affect our overall business and results of operations.

[removed: The banking industry has] [added: Our customers’ industries have] undergone substantial, accelerated consolidation in the past.

[removed: Consolidations] [added: These consolidations] have included customers with a substantial Mastercard portfolio being acquired by institutions with a strong relationship with a competitor.

These include COVID-19, as well as the threat of terrorism and separate outbreaks of flu, viruses and other [removed: diseases,] [added: diseases (any of which could result in future epidemics or pandemics),] as well as major environmental [removed: events (including] [added: and extreme weather events, including] those related to climate [removed: change).][added: change.]

The [added: impact of and] uncertainty that could result from [removed: such] [added: any of these] events [added: or factors] could [added: ultimately] decrease cross-border activity.

During [removed: 2020,] [added: 2021,] approximately [removed: 67%] [added: 68%] of our revenue was generated from activities outside the United States.

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 [removed: high] [added: high-] risk merchant categories, such as alcohol, tobacco, [removed: fire-arms] [added: firearms] and adult content) may also, by association, impair our reputation, or result in greater public, regulatory or legislative scrutiny.

As more players enter the global payments [removed: system,] [added: ecosystem,] the layers between our brand and consumers and merchants increase.

Moreover, as a result of the global COVID-19 pandemic, a significant portion of our workforce is working in [added: either] a [removed: mostly] remote [added: or hybrid] environment.

[removed: This remote environment] [added: Such environments] may continue after the pandemic due to potential resulting trends, and could impact the quality of our corporate [removed: culture.][added: culture, as well as our ability to attract and retain talent.]

[removed: Acquisitions,] [added: Our efforts to enter into acquisitions,] strategic investments or entry into new businesses could be impacted [added: or prevented] by regulatory [removed: scrutiny,] [added: scrutiny] and [removed: if successful,] could [added: otherwise result in issues that could] disrupt our business and harm our results of operations or reputation.

[removed: As we] [added: We] continue to evaluate our strategic acquisitions [removed: of,] [added: of complementary businesses, products] or [added: technologies, as well as] acquiring interests in [added: related] joint ventures or other [removed: entities related to, complementary businesses, products or technologies, we face increasing regulatory scrutiny with respect to antitrust and other considerations.][added: entities.]

[removed: Such scrutiny] [added: As a result, we] could [removed: prevent us] [added: be prevented] from successfully completing such acquisitions in the future.

As of February [removed: 9, 2021,] [added: 8, 2022,] Mastercard Foundation owned [removed: 108,210,635] [added: 105,091,311] shares of Class A common stock, representing approximately [removed: 11.0%] [added: 10.8%] of our general voting power.

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.

New regulations and oversight could also relate to our clearing and settlement activities (including risk management policies and procedures, collateral requirements, participant default policies and procedures, the ability to complete timely switching of financial transactions, and capital and financial resource requirements).

Several jurisdictions have also inquired about the network fees we charge to our customers (typically as part of broader market reviews of retail payments).

In addition, several central banks or similar regulatory bodies around the world have increased, or are seeking to increase, their formal oversight of the electronic payments industry.

In several jurisdictions, we have been designated as a “systemically important payment system”, and other regulators are considering designating us as systemically important or in a similar category resulting in heightened regulatory oversight.

These obligations, designations and restrictions may further expand and could conflict with each other as more jurisdictions impose oversight of payments systems.

Moreover, as regulators around the world increasingly look to replicate similar regulation of payments and other industries, efforts in any one jurisdiction may influence approaches in other jurisdictions.

Similarly, new initiatives within a jurisdiction involving one product may lead to regulation of similar or related products (for example, debit regulations could lead to regulation of credit products).

As a result, the risks to our business created by any one new law or regulation are magnified by the potential it has to be replicated in other jurisdictions or involve other products within any particular jurisdiction.

The expansion of our products and services as part of our multi-rail strategy have 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 core network activities.

For example, certain of our subsidiaries maintain money transfer licenses to support certain activities.

These licenses 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 costly compliance burdens or otherwise increase our costs.

As a result, issuers, acquirers and other 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 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 changes, which could negatively impact us.

Such changes could lead to new or different criteria for participation in and access to our payments system by financial institutions or other customers.

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 regulatory, legislative and litigation 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 our products.

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 integrated 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, competition law, central bank 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, or may reduce the benefits offered in connection with the use of our products, reducing the attractiveness of our products to consumers.

These and other impacts could lower transaction volumes, and/or make proprietary three-party networks or other forms of payment more attractive.

Issuers could reduce the benefits associated with our products or choose to charge higher fees to consumers to attempt to recoup a portion of the costs incurred for their services.

In addition, issuers could 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.

This could make our products less desirable to consumers, reduce the volume of transactions and our profitability, and limit our ability to innovate or offer differentiated products.

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 United States, 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, we have modified our no-surcharge rules to permit U.S. merchants to surcharge credit cards, subject to certain limitations.

It is possible that over time merchants in some or all merchant categories in these jurisdictions may choose to surcharge as permitted by the rule change.

This could result in consumers viewing our products less favorably and/or using alternative means of payment instead of electronic products, which could result in a decrease in our overall transaction volumes, and which in turn could materially and adversely impact our results of operations.

from attack, damage or unauthorized access remain a priority for us.

Most of our customer relationships are not exclusive and may be terminated by our customers.

- a vote of 80% or more of all of the outstanding shares of our stock then entitled to vote is required for stockholders to amend any provision of our bylaws

| | | | | | | [removed: 2020 | | | | | | 2019 | | | | | | 2020 | | | | | | 2019 | | | | | | | | | | | |] [added: 2021] | | | | | | 2020 | | | | | | 2019 | | | | | | [removed: 2020 | | | | | | 2019] [added: 2021] | | | | | | 2020 | | | [removed: | | | 2019 | | |]

| | | | | | | [removed: 2020] [added: 2021] | | | | | | [added: 2020] | | | | | | 2019 | | | | | | [added: 2021] | | | [added: | | | 2020 | | |]

| | | | | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | |

[removed: Operating Expenses][added: | Total operating expenses | | | | | | 12% | | | | | | (5) | | % | | | | 1 | | % | | | | 1 | | % | | | | 7 | | % | | | | 4 | | % | | | | 2 | | % | | | | — | | % | | | | 22 | | % | | | | — | | % |]

[removed: Adjusted operating] [added: General and administrative] expenses [removed: decreased 1%] [added: increased 20%, or 18%] on [removed: both an as adjusted and] a currency-neutral [removed: basis] [added: basis, in 2021] versus the prior year.

Current year results include growth of [removed: approximately 4] [added: 6] percentage points from [removed: acquisitions.][added: acquisitions and 1 percentage point from Special Items.]

ITEM [removed: 7.][added: 7A.]

| | | | | | | [removed: 2020 | | | | | | 2019 | | | | | | 2018] [added: 2021] | | | | | | 2020 | | | | | | 2019 | | |

| [removed: General] [added: Total general] and administrative [added: expenses] | | | | | | $ | [removed: 5,910] [added: 7,087] | | | | | $ | [removed: 5,763] [added: 5,910] | | | | | $ | [removed: 5,174] [added: 5,763] | | | | | [removed: 3] [added: 20%] | | [removed: %] | | | | [removed: 11] [added: 3%] | | [removed: %] |

| Advertising and marketing | | | | | | [removed: 657] [added: 35%] | | | | | | [removed: 934] [added: (30)] | | [added: %] | | | | [removed: 907] | | | | | | [removed: (30)] | | [added: | | | | 1 | |] % | | | | [removed: 3] [added: —] | | % | [added: | | | 1 | | % | | | | (1) | | % | | | | 36 | | % | | | | (30) | | % |]

| Depreciation and amortization | | | | | | [removed: 580] [added: 3%] | | | | | | [removed: 522] [added: 5] | | [added: %] | | | | [removed: 459] | | | | | | [removed: 11] | | [added: | | | | 20 | |] % | | | | [removed: 14] [added: 6] | | % | [added: | | | 2 | | % | | | | — | | % | | | | 25 | | % | | | | 11 | | % |]

[removed: 1See] [added: See] “Non-GAAP Financial Information” for further information on our non-GAAP adjustments and the reconciliation to GAAP reported amounts.

| General and administrative | | | | | | [removed: (1)%] [added: 11%] | | | | | | [removed: 11] [added: (1)] | | % | | | | [added: 1] | | [added: %] | | | | | | | | | | [removed: 4] [added: 6] | | % | | | | [removed: 2] [added: 4] | | % | | | | [removed: —] [added: 2] | | % | | | | [removed: (2)] [added: —] | | % | | | | [removed: 3] [added: 20] | | % | | | | [removed: 11] [added: 3] | | % |

[removed: Excluding acquisitions, expenses declined 1%] [added: The remaining increase was] primarily due to [removed: reduced spending on travel and professional fees, partially offset by an increase in] [added: higher] personnel [removed: and data processing] costs to support [added: our] continued investment in our strategic [removed: initiatives.][added: initiatives and increased data processing costs.]

| Personnel | | | | | | $ | [removed: 3,787] [added: 4,489] | | | | | $ | [removed: 3,537] [added: 3,787] | | | | | $ | [removed: 3,214] [added: 3,537] | | | | | [removed: 7%] [added: 19%] | | | | | | [removed: 10%] [added: 7%] | | |

| Professional fees | | | | | | [removed: 384] [added: 433] | | | | | | [removed: 447] [added: 384] | | | | | | [removed: 377] [added: 447] | | | | | | [removed: (14)%] [added: 13%] | | | | | | [removed: 19%] [added: (14)%] | | |

| Data processing and telecommunications | | | | | | [removed: 756] [added: 898] | | | | | | [removed: 666] [added: 756] | | | | | | [removed: 600] [added: 666] | | | | | | [removed: 14%] [added: 19%] | | | | | | [removed: 11%] [added: 14%] | | |

| Foreign exchange activity 1 | | | | | | [removed: 9] [added: 51] | | | | | | [removed: 32] [added: 9] | | | | | | [removed: (36)] [added: 32] | | | | | | | | | | | | | | |

| Other [added: 2] | | | | | | [removed: 974] [added: 1,216] | | | | | | [removed: 1,081] [added: 974] | | | | | | [removed: 1,019] [added: 1,081] | | | | | | [removed: (10)%] [added: 25%] | | | | | | [removed: 6%] [added: (10)%] | | |

In [added: 2021 and] 2020, we recorded [removed: $73] [added: $94] million [added: and $73 million, respectively,] related to various litigation settlements and legal costs.

[removed: Other] [added: Adjusted other] income (expense) was unfavorable [removed: in 2020] [added: $62 million] versus the prior [removed: year] [added: year,] primarily due to increased interest expense related to our recent debt [removed: issuances, as well as lower net gains in the current year versus the prior year related to unrealized fair market value adjustments on marketable and non-marketable equity securities] [added: issuances] and a decrease in our investment income.

| Investment Income | | | | | | $ | [removed: 24] [added: 11] | | | | | $ | [removed: 97] [added: 24] | | | | | $ | [removed: 122] [added: 97] | | | | | [removed: (75)] [added: (52)] | | % | | | | [removed: (21)] [added: (75)] | | % |

| Gains (losses) on equity investments, net | | | | | | [removed: 30] [added: 645] | | | | | | [removed: 167] [added: 30] | | | | | | [removed: —] [added: 167] | | | | | | [removed: (82)] | | [removed: %] | | | | | | |

| Interest expense | | | | | | [removed: (380)] [added: (431)] | | | | | | [removed: (224)] [added: (380)] | | | | | | [removed: (186)] [added: (224)] | | | | | | [removed: 70] [added: 13] | | % | | | | [removed: 20] [added: 70] | | % |

| Other income (expense), net | | | | | | [removed: 5] [added: —] | | | | | | [removed: 27] [added: 5] | | | | | | [removed: (14)] [added: 27] | | | | | | [removed: (81)] | | [removed: %] | | | | | | |

| Total other income (expense) | | | | | | [removed: (321)] [added: 225] | | | | | | [removed: 67] [added: (321)] | | | | | | [removed: (78)] [added: 67] | | | | | | | | | | | | | | |

The effective income tax rates for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] were [removed: 17.4%] [added: 15.7%] and [removed: 16.6%,] [added: 17.4%,] respectively.

The adjusted effective income tax rates for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] were [removed: 17.2%] [added: 15.4%] and [removed: 17.0%,] [added: 17.2%,] respectively.

| Cash, cash equivalents and investments 1 | | | | | | $ | [removed: 10.6] [added: 7.9] | | | | | $ | [removed: 7.7] [added: 10.6] | |

This amount excludes restricted cash and restricted cash equivalents of [removed: $2.3] [added: $2.5] billion and [removed: $2.0] [added: $2.3] billion at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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 [removed: obligations.][added: obligations which include litigation provisions and credit and settlement exposure.]

Historically, payments under these guarantees have not been significant; [removed: however, historical trends may not be an indication of potential future losses.]

| Net cash provided by operating activities | | | | | | $ | [removed: 7,224] [added: 9,463] | | | | | $ | [removed: 8,183] [added: 7,224] | | | | | $ | [removed: 6,223] [added: 8,183] | |

| Net cash used in investing activities | | | | | | [removed: (1,879)] [added: (5,272)] | | | | | | [removed: (1,640)] [added: (1,879)] | | | | | | [removed: (506)] [added: (1,640)] | | |

| Net cash used in financing activities | | | | | | [removed: (2,152)] [added: (6,555)] | | | | | | [removed: (5,867)] [added: (2,152)] | | | | | | [removed: (4,966)] [added: (5,867)] | | |

Net cash provided by operating activities [removed: decreased $1.0] [added: increased $2.2] billion in [removed: 2020] [added: 2021] versus the prior year, primarily due to [removed: lower] [added: higher] net income adjusted for non-cash [removed: items,] [added: items and the timing of customer incentive payments,] partially offset by [removed: a decrease] [added: higher outstanding receivables] in [removed: litigation payments.][added: the current period due to increased volumes and timing of settlement with customers.]

Net cash used in financing activities [removed: decreased $3.7] [added: increased $4.4] billion in [removed: 2020] [added: 2021] versus the prior year, primarily due to lower [added: proceeds from debt issuances, higher] repurchases of our Class A common [removed: stock, higher net debt proceeds in the current period] [added: stock] and [removed: the] repayment of debt [removed: that matured] in the [removed: prior] [added: current] year.

Our total debt outstanding was [removed: $12.7] [added: $13.9] billion at December 31, [removed: 2020,] [added: 2021,] with the earliest maturity of [removed: $650] [added: €700] million [added: (approximately $793 million as] of [added: December 31, 2021) of] principal occurring in [removed: November 2021.][added: December 2022.]

As of December 31, [removed: 2020,] [added: 2021,] we have a commercial paper program (the “Commercial Paper Program”), under which we are authorized to issue up to $6 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 $6 billion revolving credit facility (the “Credit Facility”) [removed: which, in 2020, was extended for an additional year and] [added: which] now expires in November [removed: 2025.][added: 2026.]

| | | | | | | 2021 | | | | | | 2020 | | | | | | 2021 | | | | | | 2020 | | | | | | 2021 | | | | | | 2020 | | | | | | 2021 | | | | | | 2020 | | | | | | 2021 | | | | | | 2020 | | |

2 Includes a special item related to a foreign indirect tax matter of $82 million, pre-tax, recorded during 2021.

Advertising and marketing expenses increased 36%, on both an as reported and currency-neutral basis, in 2021 versus the prior year, primarily due to an increase in spending on certain marketing campaigns and an increase in advertising and sponsorship spend driven by the reinstatement of sponsored events as the effects of the pandemic recede.

Depreciation and amortization expenses increased 25%, or 23% on a currency-neutral basis, in 2021 versus the prior year, which includes growth of 20 percentage points from acquisitions due to the amortization of acquired intangible assets.

Other income (expense) was favorable $546 million in 2021 versus the prior year, primarily due to higher net gains in the current period versus the prior period related to unrealized fair market value adjustments on marketable and nonmarketable equity securities and realized gains on sales of marketable equity securities.

| (Gains) losses on equity investments 1 | | | | | | (645) | | | | | | (30) | | | | | | (167) | | | | | | | | | | | | | | |

| Special Items 1 | | | | | | 6 | | | | | | — | | | | | | — | | | | | | | | | | | | | | |

| Adjusted total other income (expense) 1 | | | | | | $ | (413) | | | | | $ | (351) | | | | | $ | (100) | | | | | 18 | | % | | | | | | |

1 See “Non-GAAP Financial Information” for further information on our non-GAAP adjustments and the reconciliation to GAAP reported amounts.

Both the as reported and as adjusted effective income tax rates in 2021 were lower than the prior year, primarily due to the recognition of U.S. tax benefits, the majority of which were discrete, resulting from a higher foreign derived intangible income deduction and greater utilization of foreign tax credits in the U.S. In addition, a more favorable geographic mix of earnings in 2021 contributed to our lower effective tax rates.

These benefits were partially offset by a lower discrete tax benefit related to share-based payments in 2021.

| | | | | | | 2021 | | | | | | 2020 | | |

however, historical trends may not be an indication of potential future losses.

Net cash used in investing activities increased $3.4 billion in 2021 versus the prior year, primarily due to increased acquisition activity in the current year.

In March 2021, we issued $600 million principal amount of notes due March 2031 and $700 million principal amount of notes due March 2051 and in November 2021, we issued $750 million principal amount of notes due November 2031 (collectively the “2021 USD Notes”).

Additionally, during 2021, $650 million of principal related to the 2016 USD Notes was redeemed.

The proceeds of the 2021 USD Notes due March 2031 are to be used to fund eligible green and social projects, examples of which are described in the Use of Proceeds section of the Prospectus Supplement filed on March 4, 2021.

All other notes are to be used for general corporate purposes.

| Shares repurchased in 2021 | | | | | | 16.5 | | |

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following table summarizes the drivers of change in net revenue:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | For the Years Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Volume | | | | | | | | | | | | Acquisitions | | | | | | | | | | | | | | | | | | Currency Impact 1 | | | | | | | | | | | | Other 2 | | | | | | | | | | | | Total | | | | | | | | | | | | | | |

| Domestic assessments | | | | | | —% | | | | | | 13% | | | | | | —% | | | | | | —% | | | | | | | | | | | | | | | | | | (3)% | | | | | | (3)% | | | | | | 1 | | % | 3 | | | 1 | | % | 3 | | | (2) | | % | | | | 10 | | % |

| Cross-border volume fees | | | | | | (30)% | | | | | | 14% | | | | | | —% | | | | | | —% | | | | | | | | | | | | | | | | | | —% | | | | | | (3)% | | | | | | (7) | | % | | | | 2 | | % | | | | (37) | | % | | | | 13 | | % |

| Transaction processing | | | | | | 3% | | | | | | 14% | | | | | | —% | | | | | | —% | | | | | | | | | | | | | | | | | | —% | | | | | | (2)% | | | | | | — | | % | | | | 3 | | % | | | | 3 | | % | | | | 15 | | % |

| Other revenues | | | | | | | | | | | | | | | | | | 3% | | | | | | 2% | | | | | | | | | | | | | | | | | | (1)% | | | | | | (1)% | | | | | | 12 | | % | 4 | | | 22 | | % | 4 | | | 14 | | % | | | | 23 | | % |

| Rebates and incentives | | | | | | (6)% | | | 5 | | | 9% | | | 5 | | | —% | | | | | | —% | | | | | | | | | | | | | | | | | | (2)% | | | | | | (3)% | | | | | | 10 | | % | 6 | | | 11 | | % | 6 | | | 3 | | % | | | | 18 | | % |

| Net revenue | | | | | | (5)% | | | | | | 13% | | | | | | 1% | | | | | | 1% | | | | | | | | | | | | | | | | | | (1)% | | | | | | (3)% | | | | | | (4) | | % | | | | 2 | | % | | | | (9) | | % | | | | 13 | | % |

Note: Table may not sum due to rounding

Not applicable

1Represents the translational and transactional impact of currency.

2Includes impact from pricing, other non-volume based fees and geographic mix.

3Includes impact of the allocation of revenue to service deliverables, which are primarily recorded in other revenue when services are performed.

4Includes impacts from cyber and intelligence fees, data analytics and consulting fees and other payment-related products and services.

5Includes the impact from mix on volume-based incentives.

6Includes the impact of new, renewed and expired agreements.

The following tables provide a summary of the trend in volumes and transactions.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | For the Years Ended December 31, | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Increase/(Decrease) | | | | | | | | | | | | | | | | | | | | |

| | | | | | | USD | | | | | | Local | | | | | | USD | | | | | | Local | | |

| Mastercard-branded GDV 1 | | | | | | (2) | | % | | | | — | | % | | | | 10 | | % | | | | 13 | | % |

| Asia Pacific/Middle East/Africa | | | | | | (3) | | % | | | | (2) | | % | | | | 8 | | % | | | | 12 | | % |

| Canada | | | | | | (4) | | % | | | | (3) | | % | | | | 4 | | % | | | | 7 | | % |

| Europe | | | | | | (2) | | % | | | | 1 | | % | | | | 12 | | % | | | | 18 | | % |

| Latin America | | | | | | (17) | | % | | | | (2) | | % | | | | 9 | | % | | | | 15 | | % |

| United States | | | | | | 2 | | % | | | | 2 | | % | | | | 10 | | % | | | | 10 | | % |

| Cross-border volume 1 | | | | | | | | | | | | (29) | | % | | | | | | | | | | 16 | | % |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

1Excludes volume generated by Maestro and Cirrus cards.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | For the Years Ended December 31, | | | | | | | | |

| | | | | | | Increase/(Decrease) | | | | | | | | |

| Switched transactions | | | | | | 3 | | % | | | | 19 | | % |

No individual country, other than the United States, generated more than 10% of net revenue in any such period.

The objective of these activities is to reduce our exposure to transaction gains and losses resulting from fluctuations of foreign currencies against our functional [removed: and reporting] 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 [removed: $58] [added: $70] million and [removed: $144] [added: $58] million on our foreign exchange derivative contracts outstanding at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively, before considering the offsetting effect of the underlying hedged activity.

The effect of a hypothetical 10% adverse change in the value of the functional currencies could result in a fair value loss of approximately [added: $1 million and] $23 million on our short duration foreign exchange derivative contracts outstanding at December 31, [removed: 2020.][added: 2021 and 2020, respectively.]

[removed: The Company] [added: We] did not have [removed: any outstanding short duration] [added: similar] foreign exchange derivative contracts [removed: related to this activity at] [added: outstanding as of] December 31, [removed: 2019.][added: 2020.]

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, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

| As of December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] and for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | | | | | | | | | |

| | | | [Management’s report on internal control over financial [removed: reporting](#ic14da07effa044f185a4e5e61b3e1ecd_85)] [added: reporting](#ifc9293bf99c744279400f5fac9866383_82)] | | | | | | [removed: [57](#ic14da07effa044f185a4e5e61b3e1ecd_85)] [added: [60](#ifc9293bf99c744279400f5fac9866383_82)] | | |

| | | | [Report of independent registered public accounting [removed: firm](#ic14da07effa044f185a4e5e61b3e1ecd_88)] [added: firm](#ifc9293bf99c744279400f5fac9866383_85) (PCAOB ID 238)] | | | | | | [removed: [58](#ic14da07effa044f185a4e5e61b3e1ecd_88)] [added: [61](#ifc9293bf99c744279400f5fac9866383_85)] | | |

| | | | [Consolidated Statement of [removed: Operations](#ic14da07effa044f185a4e5e61b3e1ecd_91)] [added: Operations](#ifc9293bf99c744279400f5fac9866383_88)] | | | | | | [removed: [60](#ic14da07effa044f185a4e5e61b3e1ecd_91)] [added: [63](#ifc9293bf99c744279400f5fac9866383_88)] | | |

| | | | [Consolidated Statement of Comprehensive [removed: Income](#ic14da07effa044f185a4e5e61b3e1ecd_94)] [added: Income](#ifc9293bf99c744279400f5fac9866383_91)] | | | | | | [removed: [61](#ic14da07effa044f185a4e5e61b3e1ecd_94)] [added: [64](#ifc9293bf99c744279400f5fac9866383_91)] | | |

| | | | [Consolidated Balance [removed: Sheet](#ic14da07effa044f185a4e5e61b3e1ecd_97)] [added: Sheet](#ifc9293bf99c744279400f5fac9866383_94)] | | | | | | [removed: [62](#ic14da07effa044f185a4e5e61b3e1ecd_97)] [added: [65](#ifc9293bf99c744279400f5fac9866383_94)] | | |

| | | | [Consolidated Statement of Changes in [removed: Equity](#ic14da07effa044f185a4e5e61b3e1ecd_103)] [added: Equity](#ifc9293bf99c744279400f5fac9866383_97)] | | | | | | [removed: [63](#ic14da07effa044f185a4e5e61b3e1ecd_103)] [added: [66](#ifc9293bf99c744279400f5fac9866383_97)] | | |

| | | | [Consolidated Statement of Cash [removed: Flows](#ic14da07effa044f185a4e5e61b3e1ecd_109)] [added: Flows](#ifc9293bf99c744279400f5fac9866383_100)] | | | | | | [removed: [65](#ic14da07effa044f185a4e5e61b3e1ecd_109)] [added: [68](#ifc9293bf99c744279400f5fac9866383_100)] | | |

| | | | [Notes to consolidated financial [removed: statements](#ic14da07effa044f185a4e5e61b3e1ecd_112)] [added: statements](#ifc9293bf99c744279400f5fac9866383_103)] | | | | | | [removed: [66](#ic14da07effa044f185a4e5e61b3e1ecd_112)] [added: [69](#ifc9293bf99c744279400f5fac9866383_103)] | | |

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, [removed: 2020.][added: 2021.]

Management has concluded that, based on its assessment, Mastercard’s internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

The effectiveness of Mastercard’s internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears on the next page.

We have audited the accompanying consolidated balance [removed: sheets] [added: sheet] of Mastercard Incorporated and its subsidiaries (the “Company”) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020,] 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, [removed: 2020,] [added: 2021,] 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, [removed: 2020,] [added: 2021,] 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, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] 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, [removed: 2020,] [added: 2021,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

As described in Notes 1 and 3 to the consolidated financial statements, the Company provides certain customers with rebates [removed: or] [added: and] incentives which totaled [removed: $8.3] [added: $11.0] billion for the year ended December 31, [removed: 2020.][added: 2021.]

The Company has business agreements with certain customers that provide for rebates [added: and incentives that could be either fixed] or [removed: other support when customers meet certain volume hurdles as well as other support incentives, which are tied to performance.][added: variable-based.]

[removed: Rebates] [added: Variable rebates] and incentives are recorded as a reduction of gross revenue primarily when volume- and transaction-based revenues are recognized over the contractual term.

[removed: Rebates] [added: Variable rebates] and incentives are calculated based upon estimated customer [removed: performance] [added: performance, such as volume thresholds,] and the terms of the related business agreements.

These procedures also included, among others, evaluating the reasonableness of estimated customer performance for a sample of customer agreements, including (i) evaluating [removed: rebate and incentive contracts] [added: the agreements] to identify whether all [added: 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.

[removed: February 12, 2021][added: | | | | | | | 2021 | | |]

| | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Net Revenue | | | | | | $ | [removed: 15,301] [added: 18,884] | | | | | $ | [removed: 16,883] [added: 15,301] | | | | | $ | [removed: 14,950] [added: 16,883] | |

| Operating [removed: Expenses] [added: Expenses:] | | | | | | | | | | | | | | | | | | | | |

| General and administrative | | | | | | [removed: 5,910] [added: 7,087] | | | | | | [removed: 5,763] [added: 5,910] | | | | | | [removed: 5,174] [added: 5,763] | | |

| Advertising and marketing | | | | | | [removed: 657] [added: 895] | | | | | | [removed: 934] [added: 657] | | | | | | [removed: 907] [added: 934] | | |

| Depreciation and amortization | | | | | | [removed: 580] [added: 726] | | | | | | [removed: 522] [added: 580] | | | | | | [removed: 459] [added: 522] | | |

| Provision for litigation | | | | | | [removed: 73] [added: 94] | | | | | | [removed: —] [added: 73] | | | | | | [removed: 1,128] [added: —] | | |

| Total operating expenses | | | | | | [removed: 7,220] [added: 8,802] | | | | | | [removed: 7,219] [added: 7,220] | | | | | | [removed: 7,668] [added: 7,219] | | |

| Operating income | | | | | | [removed: 8,081] [added: 10,082] | | | | | | [removed: 9,664] [added: 8,081] | | | | | | [removed: 7,282] [added: 9,664] | | |

| Other Income [removed: (Expense)] [added: (Expense):] | | | | | | | | | | | | | | | | | | | | |

| Investment income | | | | | | [removed: 24] [added: 11] | | | | | | [removed: 97] [added: 24] | | | | | | [removed: 122] [added: 97] | | |

| Gains (losses) on equity investments, net | | | | | | [removed: 30] [added: 645] | | | | | | [removed: 167] [added: 30] | | | | | | [removed: —] [added: 167] | | |

| Interest expense | | | | | | [removed: (380)] [added: (431)] | | | | | | [removed: (224)] [added: (380)] | | | | | | [removed: (186)] [added: (224)] | | |

We are further exposed to foreign exchange rate risk related to translation of our foreign operating results 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 $165 million on our foreign exchange derivative contracts designated as a net investment hedge at December 31, 2021, before considering the offsetting effect of the underlying hedged activity.

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 $49 million on our interest rate derivative contracts designated as a fair value hedge of our fixed-rate debt at December 31, 2021, before considering the offsetting effect of the underlying hedged activity.

We did not have similar interest rate derivative contracts outstanding as of December 31, 2020.

February 11, 2022

| | | | | | | 2021 | | | | | | 2020 | | |

| Settlement assets | | | | | | 1,319 | | | | | | 1,706 | | |

| Settlement obligations | | | | | | 913 | | | | | | 1,475 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at December 31, 2020 | | | | | | — | | | | | | — | | | | | | 4,982 | | | | | | (36,658) | | | | | | 38,747 | | | | | | (680) | | | | | | 6,391 | | | | | | 97 | | | | | | 6,488 | | |

| Acquisition of non-controlling interest | | | | | | — | | | | | | — | | | | | | (122) | | | | | | — | | | | | | — | | | | | | — | | | | | | (122) | | | | | | (17) | | | | | | (139) | | |

| Dividends | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,781) | | | | | | — | | | | | | (1,781) | | | | | | — | | | | | | (1,781) | | |

| Balance at December 31, 2021 | | | | | | $ | — | | | | | $ | — | | | | | $ | 5,061 | | | | | $ | (42,588) | | | | | $ | 45,648 | | | | | $ | (809) | | | | | $ | 7,312 | | | | | $ | 71 | | | | | $ | 7,383 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Settlement assets | | | | | | 390 | | | | | | 1,288 | | | | | | (444) | | |

| Settlement obligations | | | | | | (568) | | | | | | (1,242) | | | | | | 477 | | |

| Proceeds from sales of equity investments | | | | | | 186 | | | | | | — | | | | | | — | | |

| Acquisition of non-controlling interest | | | | | | (133) | | | | | | — | | | | | | — | | |

The Company operates a multi-rail payments network that provides choice and flexibility for consumers and merchants.

Using these capabilities, the Company offers integrated payment products and services and captures new payment flows.

The Company’s value-added services include, among others, cyber and intelligence solutions to allow all parties to transact easily and with confidence, as well as other services that provide proprietary insights, drawing on Mastercard’s principled use of consumer and merchant data.

The Company’s franchise model sets the standards and ground-rules that balance value and risk across all stakeholders and allows for interoperability among them.

Mastercard is not a financial institution.

The Company also measures certain financial and non-financial assets and liabilities at fair value on a non-recurring basis, when a change in fair value or impairment is evidenced.

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 and liabilities measured at fair value on a non-recurring basis include nonmarketable securities, debt and other financial instruments.

The Company may designate derivative instruments as cash flow, fair value and net investment hedges, as follows:

- 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 statement of operations as the earnings effect of the hedged item.

Hedged items are measured on the consolidated balance sheet 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.

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.

Settlement is generally completed on a same-day basis, however, in some circumstances, funds may not settle until subsequent business days.

In addition, the Company may receive or post funds in advance of transactions related to certain payment capabilities over its multi-rail payments network.

The Company classifies the balances arising from these various activities as settlement assets and settlement obligations.

*Accounting for contract assets and contract liabilities in a business combination* - In October 2021, the Financial Accounting Standards Board issued accounting guidance that requires contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, *Revenue from Contracts with Customers*.

| | | | | | | | | | | | | | | |

| Settlement due from customers | | | | | | 1,706 | | | | | | 2,995 | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| Settlement due to customers | | | | | | 1,475 | | | | | | 2,714 | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| Balance at December 31, 2017 | | | | | | $ | — | | | | | $ | — | | | | | $ | 4,365 | | | | | $ | (20,764) | | | | | $ | 22,364 | | | | | $ | (497) | | | | | $ | 5,468 | | | | | $ | 29 | | | | | $ | 5,497 | |

| Adoption of revenue standard | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 366 | | | | | | — | | | | | | 366 | | | | | | — | | | | | | 366 | | |

| Adoption of intra-entity asset transfers standard | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (183) | | | | | | — | | | | | | (183) | | | | | | — | | | | | | (183) | | |

| Dividends | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,120) | | | | | | — | | | | | | (1,120) | | | | | | — | | | | | | (1,120) | | |

| Balance at December 31, 2019 | | | | | | — | | | | | | — | | | | | | 4,787 | | | | | | (32,205) | | | | | | 33,984 | | | | | | (673) | | | | | | 5,893 | | | | | | 24 | | | | | | 5,917 | | |

| Settlement due from customers | | | | | | 1,288 | | | | | | (444) | | | | | | (1,078) | | |

| Settlement due to customers | | | | | | (1,242) | | | | | | 477 | | | | | | 849 | | |

The Company operates a multi-rail network that offers customers one partner to turn to for their domestic and cross-border payment needs.

The Company also provides integrated value-added offerings such as cyber and intelligence products, information and analytics services, consulting, loyalty and reward programs, processing and open banking.

A typical transaction on the Company’s core network involves four participants in addition to the Company: 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).

Certain assets are measured at fair value on a nonrecurring basis.

These assets are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment.

Time deposits are carried at amortized cost on the consolidated balance sheet and are intended to be held until maturity.

Amounts excluded from

Net settlements are generally cleared daily among customers through settlement cash accounts by wire transfer or other bank clearing means.

However, some transactions may not settle until subsequent business days, resulting in amounts due from and due to customers.

*Simplifying the accounting for income taxes -* In December 2019, the FASB issued accounting guidance to simplify the accounting for income taxes.

This guidance includes the removal of certain exceptions to the general income tax accounting principles and provides clarity and simplification to other areas of income tax accounting by amending the existing guidance.

*Reference Rate Reform* \- In March 2020, the FASB issued accounting guidance to provide temporary optional expedients and exceptions to the current contract modifications and hedge accounting guidance in light of the expected market transition from LIBOR to alternative rates.

The new guidance provides optional expedients and exceptions to transactions affected by reference rate reform if certain criteria are met.

The transactions primarily include (1) contract modifications, (2) hedging relationships, and (3) sale or transfer of debt securities classified as held-to-maturity.

The amendments were effective immediately upon issuance of the update.

Companies may elect to adopt the amendments prospectively to transactions existing as of or entered from the date of adoption through December 31, 2022.

The Company does not expect the impacts to be material.

There were no acquisitions in 2018.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

In addition, the Finicity sellers have the potential to earn contingent consideration of up to $160 million if certain revenue targets are met in 2021.

As of the acquisition date, the fair value of the contingent consideration was $71 million.

In August 2019, Mastercard entered into a definitive agreement to acquire the majority of the Corporate Services business of Nets Denmark A/S, for €2.85 billion (approximately $3.5 billion as of December 31, 2020) after adjusting for cash and certain other

liabilities at closing.

[removed: We have implemented a comprehensive AML/CFT program, comprised of policies, procedures and internal controls, including the designation of a compliance officer, which is designed to prevent our payment] network from being used to facilitate money laundering and other illicit activity and to address these legal and regulatory requirements and assist in managing money laundering and terrorist financing risks.

In addition, we are or may be subject to regulation by a number of agencies charged with [added: oversight of, among other things, consumer protection, financial and banking matters.]

Issuer [removed: Practice] [added: and Acquirer Practices] Legislation and Regulation. Our [removed: customers] [added: issuers and acquirers] are subject to numerous regulations and investigations applicable to banks, financial institutions and [removed: others in their capacity as issuers and otherwise,] [added: other licensed entities,] impacting us as a consequence.

Additionally, regulations such as the revised Payment Services Directive (commonly referred to as “PSD2”) in the EEA require financial institutions to provide third-party [removed: payment-processors] [added: payment processors] access to consumer payment accounts, enabling them to route transactions away from Mastercard products and provide payment initiation and account information services directly to consumers who use our products.

Regulation of [removed: Internet and] [added: Internet,] Digital [removed: Transactions.] [added: Transactions and High-Risk Merchant Categories.] Various jurisdictions have enacted or have proposed regulation related to internet transactions.

The legislation applies to payments system participants, including us and our [removed: U.S.] customers, and is implemented through a federal regulation.

A number of regulators and policymakers around the globe are using the GDPR as a reference to adopt new or updated privacy and data protection laws, including in the U.S. [removed: (California),] [added: (California, Virginia and Colorado),] Argentina, Brazil, [removed: Canada,] [added: Canada (Quebec),] Chile, [added: China,] India, [removed: Indonesia] [added: Indonesia, Kenya] and [removed: Kenya.][added: Saudi Arabia.]

The information contained on our corporate [removed: website] [added: website, including, but not limited to, our Sustainability Report, our Global Inclusion Report and our U.S. Consolidated EEO-1 Report,] is not incorporated by reference into this Report.

Many jurisdictions have enacted such regulations, establishing, and potentially further expanding, obligations or restrictions with respect to the types of products and services that we may offer, the countries in which our integrated products and services [removed: 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.]

We may also be impacted by evolving laws surrounding gambling, including fantasy sports, as well as certain legally permissible but high-risk merchant categories, such as alcohol, tobacco, firearms and adult content.

Sustainability. Various jurisdictions are increasingly considering or adopting laws and regulations that would impact us pertaining to ESG performance, transparency and reporting.

Regulations being considered include mandated corporate reporting on sustainability matters generally (such as the European Union Corporate Sustainability Reporting Directive) as well as in specific areas such as mandated reporting on climate-related financial disclosures.

- 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

- world class talent and culture, with a focus on inclusion and being a “force for good”

Government Regulation

General. Government regulation impacts key aspects of our business.

We are subject to regulations that affect the payments industry in the many countries in which our integrated products and services are used.

We are committed to comply with all applicable laws and regulations and implement policies, procedures and programs designed to promote compliance.

We coordinate globally while acting locally and leverage our relationships to 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 in several jurisdictions around the world either have, or are seeking to establish, formal oversight over the payments industry, as well as authority to regulate certain aspects of the payment systems in their countries.

Such authority has resulted in regulation of various aspects of our business.

In the European Union, 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 payment network platform, to be a “specified service provider”, which includes supervisions and examination requirements.

In addition, European Union 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.

Interchange Fees. Interchange fees that support the function and value of four-party payments systems like ours are being reviewed or challenged in various jurisdictions around the world via legislation to regulate interchange fees, competition-related regulatory proceedings, central bank regulation and litigation.

Examples include statutes in the United States that cap debit interchange for certain regulated activities, our settlement with the European Commission resolving its investigation into our interregional interchange fees and the European Union 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.

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.

In China, we are currently excluded from domestic switching and are seeking market access, which is uncertain and subject to a number of factors, including receiving regulatory approval.

We are in active discussions to explore different solutions.

Anti-Money Laundering, Counter Financing of Terrorism, Economic Sanctions and Anti-Corruption. We are subject to anti-money laundering (“AML”) and counter-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”).

PART I

oversight of, among other things, consumer protection, financial and banking matters.

We may also be impacted by evolving laws surrounding gambling, including fantasy sports.

Certain jurisdictions are also considering regulatory initiatives in digital-related areas that could impact us, such as cyber-security and copyright and trademark infringement.

Some jurisdictions, such as India, are currently considering adopting or have adopted “data localization” requirements, which mandate the collection, processing, and/or storage of data within their borders.

We believe that various forms of data localization requirements are under consideration in other countries and jurisdictions, including the European Union.

PART I

ITEM 1A.

RISK FACTORS

Item 1A.

Risk factors

New regulations and oversight could also relate to our clearing and settlement activities (including risk management policies and procedures, collateral requirements, participant default policies and procedures, the ability to complete timely switching of financial transactions, and capital and financial resource requirements).

Several jurisdictions have also inquired about the network fees we charge to our customers (typically as part of broader market reviews of retail payments).

In addition, several central banks or similar regulatory bodies around the world have increased, or are seeking to increase, their formal oversight of the electronic payments industry.

In some cases, we have been designated as a “systemically important payment system”, and other regulators may consider designating us as systemically important or in a similar category resulting in heightened regulatory oversight.

These obligations, designations and restrictions may further expand and could conflict with each other as more jurisdictions impose oversight of payment systems.

Moreover, as regulators around the world increasingly look to replicate similar regulation of payments and other industries, efforts in any one jurisdiction may influence approaches in other jurisdictions.

Similarly, new initiatives within a jurisdiction involving one product may lead to regulation of similar or related products (for example, debit regulations could lead to regulation of credit products).

As a result, the risks to our business created by any one new law or regulation are magnified by the potential it has to be replicated in other jurisdictions or involve other products within any particular jurisdiction.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

| | | | | | | [removed: ] [added: ] | | | | | | | | | | | | | | |

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 30, [removed: 2020,] [added: 2021,] the last business day of the registrant’s most recently completed second fiscal quarter) was approximately [removed: $261.3] [added: $317.9] billion.

As of February [removed: 9, 2021,] [added: 8, 2022,] there were [removed: 985,146,914] [added: 969,729,455] shares outstanding of the registrant’s Class A common stock, par value $0.0001 per share and [removed: 8,215,424] [added: 7,746,984] 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 [removed: 2021] [added: 2022] Annual Meeting of Stockholders are incorporated by reference into Part III hereof. | | |

[removed: ][added: ]

MASTERCARD INCORPORATED FISCAL YEAR [removed: 2020] [added: 2021] FORM 10-K ANNUAL REPORT

| PART I | | | [removed: [6](#ic14da07effa044f185a4e5e61b3e1ecd_16)] [added: [6](#ifc9293bf99c744279400f5fac9866383_16)] | | | [Item [removed: 1.](#ic14da07effa044f185a4e5e61b3e1ecd_16)] [added: 1.](#ifc9293bf99c744279400f5fac9866383_16)] | | | [removed: [Business](#ic14da07effa044f185a4e5e61b3e1ecd_16)] [added: [Business](#ifc9293bf99c744279400f5fac9866383_16)] | | |

| [removed: [20](#ic14da07effa044f185a4e5e61b3e1ecd_19)] [added: [23](#ifc9293bf99c744279400f5fac9866383_19)] | | | [Item [removed: 1A.](#ic14da07effa044f185a4e5e61b3e1ecd_19)] [added: 1A.](#ifc9293bf99c744279400f5fac9866383_19)] | | | [Risk [removed: factors](#ic14da07effa044f185a4e5e61b3e1ecd_19)] [added: factors](#ifc9293bf99c744279400f5fac9866383_19)] | | | | | |

| [removed: [33](#ic14da07effa044f185a4e5e61b3e1ecd_22)] [added: [37](#ifc9293bf99c744279400f5fac9866383_22)] | | | [Item [removed: 1B.](#ic14da07effa044f185a4e5e61b3e1ecd_22)] [added: 1B.](#ifc9293bf99c744279400f5fac9866383_22)] | | | [Unresolved staff [removed: comments](#ic14da07effa044f185a4e5e61b3e1ecd_22)] [added: comments](#ifc9293bf99c744279400f5fac9866383_22)] | | | | | |

| [removed: [33](#ic14da07effa044f185a4e5e61b3e1ecd_25)] [added: [37](#ifc9293bf99c744279400f5fac9866383_25)] | | | [Item [removed: 2.](#ic14da07effa044f185a4e5e61b3e1ecd_25)] [added: 2.](#ifc9293bf99c744279400f5fac9866383_25)] | | | [removed: [Properties](#ic14da07effa044f185a4e5e61b3e1ecd_25)] [added: [Properties](#ifc9293bf99c744279400f5fac9866383_25)] | | | | | |

| [removed: [33](#ic14da07effa044f185a4e5e61b3e1ecd_28)] [added: [37](#ifc9293bf99c744279400f5fac9866383_28)] | | | [Item [removed: 3.](#ic14da07effa044f185a4e5e61b3e1ecd_28)] [added: 3.](#ifc9293bf99c744279400f5fac9866383_28)] | | | [Legal [removed: proceedings](#ic14da07effa044f185a4e5e61b3e1ecd_28)] [added: proceedings](#ifc9293bf99c744279400f5fac9866383_28)] | | | | | |

| [removed: [33](#ic14da07effa044f185a4e5e61b3e1ecd_31)] [added: [37](#ifc9293bf99c744279400f5fac9866383_31)] | | | [Item [removed: 4.](#ic14da07effa044f185a4e5e61b3e1ecd_31)] [added: 4.](#ifc9293bf99c744279400f5fac9866383_31)] | | | [Mine safety [removed: disclosures](#ic14da07effa044f185a4e5e61b3e1ecd_31)] [added: disclosures](#ifc9293bf99c744279400f5fac9866383_31)] | | | | | |

| | | | [removed: [34](#ic14da07effa044f185a4e5e61b3e1ecd_34)] [added: [38](#ifc9293bf99c744279400f5fac9866383_34)] | | | [removed: [\-](#ic14da07effa044f185a4e5e61b3e1ecd_34)] [added: [\-](#ifc9293bf99c744279400f5fac9866383_34)] | | | [Information about our executive [removed: officers](#ic14da07effa044f185a4e5e61b3e1ecd_34)] [added: officers](#ifc9293bf99c744279400f5fac9866383_34)] | | |

| PART II | | | [removed: [38](#ic14da07effa044f185a4e5e61b3e1ecd_40)] [added: [42](#ifc9293bf99c744279400f5fac9866383_40)] | | | [Item [removed: 5.](#ic14da07effa044f185a4e5e61b3e1ecd_40)] [added: 5.](#ifc9293bf99c744279400f5fac9866383_40)] | | | [Market for registrant’s common equity, related stockholder matters and issuer purchases of equity [removed: securities](#ic14da07effa044f185a4e5e61b3e1ecd_40)] [added: securities](#ifc9293bf99c744279400f5fac9866383_40)] | | |

| [removed: [41](#ic14da07effa044f185a4e5e61b3e1ecd_46)] [added: [44](#ifc9293bf99c744279400f5fac9866383_46)] | | | [Item [removed: 7.](#ic14da07effa044f185a4e5e61b3e1ecd_46)] [added: 7.](#ifc9293bf99c744279400f5fac9866383_46)] | | | [Management’s discussion and analysis of financial condition and results of [removed: operations](#ic14da07effa044f185a4e5e61b3e1ecd_46)] [added: operations](#ifc9293bf99c744279400f5fac9866383_46)] | | | | | |

| [removed: [55](#ic14da07effa044f185a4e5e61b3e1ecd_79)] [added: [58](#ifc9293bf99c744279400f5fac9866383_76)] | | | [Item [removed: 7A.](#ic14da07effa044f185a4e5e61b3e1ecd_79)] [added: 7A.](#ifc9293bf99c744279400f5fac9866383_76)] | | | [Quantitative and qualitative disclosures about market [removed: risk](#ic14da07effa044f185a4e5e61b3e1ecd_79)] [added: risk](#ifc9293bf99c744279400f5fac9866383_76)] | | | | | |

| [removed: [56](#ic14da07effa044f185a4e5e61b3e1ecd_82)] [added: [59](#ifc9293bf99c744279400f5fac9866383_79)] | | | [Item [removed: 8.](#ic14da07effa044f185a4e5e61b3e1ecd_82)] [added: 8.](#ifc9293bf99c744279400f5fac9866383_79)] | | | [Financial statements and supplementary [removed: data](#ic14da07effa044f185a4e5e61b3e1ecd_82)] [added: data](#ifc9293bf99c744279400f5fac9866383_79)] | | | | | |

| [removed: [105](#ic14da07effa044f185a4e5e61b3e1ecd_232)] [added: [112](#ifc9293bf99c744279400f5fac9866383_187)] | | | [Item [removed: 9.](#ic14da07effa044f185a4e5e61b3e1ecd_232)] [added: 9.](#ifc9293bf99c744279400f5fac9866383_187)] | | | [Changes in and disagreements with accountants on accounting and financial [removed: disclosure](#ic14da07effa044f185a4e5e61b3e1ecd_232)] [added: disclosure](#ifc9293bf99c744279400f5fac9866383_187)] | | | | | |

| [removed: [105](#ic14da07effa044f185a4e5e61b3e1ecd_235)] [added: [112](#ifc9293bf99c744279400f5fac9866383_190)] | | | [Item [removed: 9A.](#ic14da07effa044f185a4e5e61b3e1ecd_235)] [added: 9A.](#ifc9293bf99c744279400f5fac9866383_190)] | | | [Controls and [removed: procedures](#ic14da07effa044f185a4e5e61b3e1ecd_235)] [added: procedures](#ifc9293bf99c744279400f5fac9866383_190)] | | | | | |

| [removed: [105](#ic14da07effa044f185a4e5e61b3e1ecd_238)] [added: [112](#ifc9293bf99c744279400f5fac9866383_193)] | | | [Item [removed: 9B.](#ic14da07effa044f185a4e5e61b3e1ecd_238)] [added: 9B.](#ifc9293bf99c744279400f5fac9866383_193)] | | | [Other [removed: Information](#ic14da07effa044f185a4e5e61b3e1ecd_238)] [added: Information](#ifc9293bf99c744279400f5fac9866383_193)] | | | | | |

| PART III | | | [removed: [107](#ic14da07effa044f185a4e5e61b3e1ecd_244)] [added: [114](#ifc9293bf99c744279400f5fac9866383_199)] | | | [Item [removed: 10.](#ic14da07effa044f185a4e5e61b3e1ecd_244)] [added: 10.](#ifc9293bf99c744279400f5fac9866383_199)] | | | [Directors, executive officers and corporate [removed: governance](#ic14da07effa044f185a4e5e61b3e1ecd_244)] [added: governance](#ifc9293bf99c744279400f5fac9866383_199)] | | |

| [removed: [107](#ic14da07effa044f185a4e5e61b3e1ecd_247)] [added: [114](#ifc9293bf99c744279400f5fac9866383_202)] | | | [Item [removed: 11.](#ic14da07effa044f185a4e5e61b3e1ecd_247)] [added: 11.](#ifc9293bf99c744279400f5fac9866383_202)] | | | [Executive [removed: compensation](#ic14da07effa044f185a4e5e61b3e1ecd_247)] [added: compensation](#ifc9293bf99c744279400f5fac9866383_202)] | | | | | |

| [removed: [107](#ic14da07effa044f185a4e5e61b3e1ecd_250)] [added: [114](#ifc9293bf99c744279400f5fac9866383_205)] | | | [Item [removed: 12.](#ic14da07effa044f185a4e5e61b3e1ecd_250)] [added: 12.](#ifc9293bf99c744279400f5fac9866383_205)] | | | [Security ownership of certain beneficial owners and management and related stockholder [removed: matters](#ic14da07effa044f185a4e5e61b3e1ecd_250)] [added: matters](#ifc9293bf99c744279400f5fac9866383_205)] | | | | | |

| [removed: [107](#ic14da07effa044f185a4e5e61b3e1ecd_253)] [added: [114](#ifc9293bf99c744279400f5fac9866383_208)] | | | [Item [removed: 13.](#ic14da07effa044f185a4e5e61b3e1ecd_253)] [added: 13.](#ifc9293bf99c744279400f5fac9866383_208)] | | | [Certain relationships and related transactions, and director [removed: independence](#ic14da07effa044f185a4e5e61b3e1ecd_253)] [added: independence](#ifc9293bf99c744279400f5fac9866383_208)] | | | | | |

| [removed: [107](#ic14da07effa044f185a4e5e61b3e1ecd_256)] [added: [114](#ifc9293bf99c744279400f5fac9866383_211)] | | | [Item [removed: 14.](#ic14da07effa044f185a4e5e61b3e1ecd_256)] [added: 14.](#ifc9293bf99c744279400f5fac9866383_211)] | | | [Principal accountant fees and [removed: services](#ic14da07effa044f185a4e5e61b3e1ecd_256)] [added: services](#ifc9293bf99c744279400f5fac9866383_211)] | | | | | |

| PART IV | | | [removed: [109](#ic14da07effa044f185a4e5e61b3e1ecd_262)] [added: [116](#ifc9293bf99c744279400f5fac9866383_217)] | | | [Item [removed: 15.](#ic14da07effa044f185a4e5e61b3e1ecd_262)] [added: 15.](#ifc9293bf99c744279400f5fac9866383_217)] | | | [Exhibits and financial statement [removed: schedules](#ic14da07effa044f185a4e5e61b3e1ecd_262)] [added: schedules](#ifc9293bf99c744279400f5fac9866383_217)] | | |

| [removed: [109](#ic14da07effa044f185a4e5e61b3e1ecd_265)] [added: [116](#ifc9293bf99c744279400f5fac9866383_220)] | | | [Item [removed: 16.](#ic14da07effa044f185a4e5e61b3e1ecd_265)] [added: 16.](#ifc9293bf99c744279400f5fac9866383_220)] | | | [Form 10-K [removed: summary](#ic14da07effa044f185a4e5e61b3e1ecd_265)] [added: summary](#ifc9293bf99c744279400f5fac9866383_220)] | | | | | |

- regulation that directly or indirectly applies to us based on our participation in the global payments industry (including anti-money laundering, counter financing of terrorism, economic sanctions and [removed: anti-corruption;] [added: anti-corruption,] account-based [removed: payment systems;] [added: payments systems,] and issuer practice [removed: legislation and] regulation)

- the impact of the global [removed: coronavirus (COVID-19)] [added: COVID-19] pandemic and [removed: containment] measures taken in response

- the challenges relating to operating a real-time account-based [removed: payment] [added: payments] system and to working with new customers and end users

- issues related to our relationships with our [removed: customers] [added: stakeholders] (including loss of substantial business from significant customers, competitor relationships with our [removed: customers and] [added: customers,] banking industry [removed: consolidation), merchants] [added: consolidation, merchants’ continued focus on acceptance costs] and [removed: governments][added: unique risks from our work with governments)]

| | | | | | | [Item 1. [removed: Business](#ic14da07effa044f185a4e5e61b3e1ecd_16)] [added: Business](#ifc9293bf99c744279400f5fac9866383_16)] | | | | | | | | | | | |

| | | | | | | [Item 1A. Risk [removed: factors](#ic14da07effa044f185a4e5e61b3e1ecd_19)] [added: factors](#ifc9293bf99c744279400f5fac9866383_19)] | | | | | | | | | | | |

| | | | | | | [Item 1B. Unresolved staff [removed: comments](#ic14da07effa044f185a4e5e61b3e1ecd_22)] [added: comments](#ifc9293bf99c744279400f5fac9866383_22)] | | | | | | | | | | | |

| | | | | | | [Item 2. [removed: Properties](#ic14da07effa044f185a4e5e61b3e1ecd_25)] [added: Properties](#ifc9293bf99c744279400f5fac9866383_25)] | | | | | | | | | | | |

| | | | | | | [Item 3. Legal [removed: proceedings](#ic14da07effa044f185a4e5e61b3e1ecd_28)] [added: proceedings](#ifc9293bf99c744279400f5fac9866383_28)] | | | | | | | | | | | |

| | | | | | | [Item 4. Mine safety [removed: disclosures](#ic14da07effa044f185a4e5e61b3e1ecd_31)] [added: disclosures](#ifc9293bf99c744279400f5fac9866383_31)] | | | | | | | | | | | |

| | | | | | | [Information about our executive [removed: officers](#ic14da07effa044f185a4e5e61b3e1ecd_34)] [added: officers](#ifc9293bf99c744279400f5fac9866383_34)] | | | | | | | | | | | |

We make payments easier and more efficient by providing a wide range of payment solutions and services using our family of well-known [added: and trusted] brands, including Mastercard®, Maestro® and Cirrus®.

| [43](#ifc9293bf99c744279400f5fac9866383_43) | | | [Item 6.](#ifc9293bf99c744279400f5fac9866383_43) | | | Reserved | | | | | |

We operate a multi-rail payments network that provides choice and flexibility for consumers and merchants.

Using these capabilities, we offer integrated payment products and services and capture new payment flows.

Our value-added services include, among others, cyber and intelligence solutions to allow all parties to transact easily and with confidence, as well as other services that provide proprietary insights, drawing on our principled use of consumer and merchant data. Our franchise model sets the standards and ground-rules that balance value and risk across all stakeholders and allows for interoperability among them.

| $18.9B | | | | | | | | | | | | $8.7B | | | | | | | | | | | | $8.76 | | | | | |

| up 23% | | | | | | | | | | | | up 35% | | | | | | | | | | | | up 38% | | | | | |

| $18.9B | | | | | | | | | | | | $8.3B | | | | | | | | | | | | $8.40 | | | | | |

| up 22% | | | | | | | | | | | | up 28% | | | | | | | | | | | | up 30% | | | | | |

| $7.6B | | | | | | | | | | | | $5.9B | | | Repurchased shares | | | | | | | | | $9.5B | | | | | |

| | | | $7.7T | | | | | | | | | | | | up 32% | | | | | | | | | | | | 112.1B | | |

| | | | up 21% | | | | | | | | | | | | | | | | | | | | | up 25% | | | | | |

We are executing on this strategy through a focus on three key priorities:

- expand in payments for consumers, businesses and governments

- extend our services to enhance transactions and drive customer value

- embrace new network opportunities to enable open banking, digital identity and other adjacent network capabilities

Each of our priorities supports and builds upon each other and are fundamentally interdependent.

Our Key Strategic Priorities

Expand in payments. We continue to focus on expanding upon our core payments network to enable payment flows for consumers, businesses, governments and others, providing them with choice and flexibility to transact across multiple payment rails (including cards, real-time payments and account-to-account) while ensuring that all payments are done safely, securely and seamlessly.

We do so by:

- Driving growth in consumer purchases with a focus on accelerating digitization, growing acceptance and pursuing an expanded set of use cases, including through partnerships

- Capturing new payment flows by expanding our multi-rail capabilities and applications to penetrate key flows such as disbursements and remittances (through Mastercard Send™ and Cross-Border Services), business-to-business (“B2B”) (including Mastercard Track Business Payment Service™ (“Track BPS”) and areas beyond payments such as enablement of supply chain financing) and consumer bill payments

- Leaning into new payment innovations such as our planned launch in 2022 of Mastercard Installments, our buy-now-pay-later solution, and developing solutions that support digital currencies and blockchain applications

Extend our services. Our services drive value for our customers and the broader payments ecosystem.

We continue to do that as well as diversify our business, by extending our services, which include cyber and intelligence solutions, insights and analytics, test and learn, consulting, managed services, loyalty, processing and payment gateway solutions for e-commerce merchants.

As we drive value, our services help accelerate our top-line financial performance by supporting revenue growth in our core payments network.

We extend our services by:

- Enhancing the value of payments by making payments safe, secure, intelligent and seamless

- Expanding services to new segments and use cases to address the needs of a larger set of customers, including financial institutions, merchants, governments, digital players and others, while expanding our geographic reach

- Supporting and strengthening new network capabilities, including expanding services associated with digital identities and deploying our expertise in open banking and open data, including with improved analytics

Embrace new network opportunities. We are building and managing new adjacent network capabilities to power commerce, creating new opportunities to develop and embed services.

We do so by:

- Applying our open banking solutions to help institutions and individuals exchange data securely and easily, by enabling the reliable access, transmission and management of consumer data (including for opening new accounts, securing loans, increasing credit scores and enabling consumer choice in money movement and personal finance management)

- Enabling digital identity solutions*,* including device intelligence, document proofing, internet protocol (“IP”) intelligence, biometrics, transaction fraud data, location, identity attributes and payment authorization to make transactions across individual devices and accounts efficient, safe and secure

Each of our priorities supports and builds upon each other and are fundamentally interdependent:

- Payments provide data and distribution to drive scale and differentiation in services and enable the development and adoption of new network capabilities

- Services improve the security, efficiency and intelligence of payments, improve portfolio performance, differentiate our offerings and strengthen our customer relationships.

They also power our open banking and digital identity platforms

- New network opportunities strengthen our digital payments value proposition, including improved authentication with digital identity, and new opportunities to develop and embed services in our expanding product offerings

Powering Our Success

These priorities are supported by six key drivers:

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| [40](#ic14da07effa044f185a4e5e61b3e1ecd_43) | | | [Item 6.](#ic14da07effa044f185a4e5e61b3e1ecd_43) | | | [Selected financial data](#ic14da07effa044f185a4e5e61b3e1ecd_43) | | | | | |

We operate a multi-rail network that offers customers one partner to turn to for their domestic and cross-border payment needs.

We also provide integrated value-added offerings such as cyber and intelligence products, information and analytics services, consulting, loyalty and reward programs, processing and open banking.

We generate revenues from assessing our customers based on the gross dollar volume (“GDV”) of activity on the products that carry our brands, from the fees we charge to our customers for providing transaction switching and from other payment-related products and services.

| $15.3B | | | | | | | | | | | | $6.4B | | | | | | | | | | | | $6.37 | | | | | |

| down 9% | | | | | | | | | | | | down 21% | | | | | | | | | | | | down 20% | | | | | |

| $15.3B | | | | | | | | | | | | $6.5B | | | | | | | | | | | | $6.43 | | | | | |

| down 8% | | | | | | | | | | | | down 17% | | | | | | | | | | | | down 16% | | | | | |

| $6.1B | | | | | | | | | | | | $4.5B | | | Repurchased shares | | | | | | | | | $7.2B | | | | | |

| | | | $6.3T | | | | | | | | | | | | down 29% | | | | | | | | | | | | 90.1B | | |

| | | | flat | | | | | | | | | | | | | | | | | | | | | up 3% | | | | | |

The coronavirus (“COVID-19”) outbreak and its negative impact on the global economy affected our 2020 performance, during which we saw unfavorable trends compared to historical periods.

Our ability to grow our business is influenced by:

- personal consumption expenditure (“PCE”) growth

- driving cash and check transactions toward electronic forms of payment

- increasing our share in the payments space

- providing integrated value-added products and services

- providing enhanced payment capabilities to capture new payment flows, such as business to business (“B2B”), person to person (“P2P”), business to consumer (“B2C”) and government payments.

| GROW | | | | | | DIVERSIFY | | | | | | BUILD | | |

| CORE | | | | | | CUSTOMERS AND GEOGRAPHIES | | | | | | NEW AREAS | | |

| Credit Debit Commercial Prepaid Digital-Physical Convergence Acceptance | | | | | | Financial Inclusion New Markets Businesses Governments Merchants Digital Players Local Schemes/Switches | | | | | | Data Analytics Consulting Marketing Services Loyalty Cyber and Intelligence Processing New Payment Flows Open Banking | | |

| ENABLED BY BRAND, DATA, TECHNOLOGY AND PEOPLE | | | | | | | | | | | | | | |

Grow. We focus on growing our core business globally, including growing our consumer and commercial products and solutions, as well as increasing the number of payment transactions we switch.

We also look to provide effective and efficient payments solutions that cater to the evolving ways people interact and transact in the growing digital economy.

This includes expanding merchant access to electronic payments through new technologies in an effort to deliver a better consumer experience, while creating greater efficiencies and security.

Diversify. We diversify our business by:

- working with new customers, including governments, merchants, financial technology companies (fintechs), digital players, mobile providers and other corporate businesses

- scaling our capabilities and business into new geographies, including growing acceptance in markets with limited electronic payments acceptance today

- broadening financial inclusion for the unbanked and underbanked

Build. We build our business by:

- creating and acquiring differentiated products and platforms to provide unique, innovative solutions that we bring to market to support new payment flows and related applications, such as real-time account-based payments and the Mastercard Track™ suite of products

- providing services across data analytics, consulting, marketing services, loyalty, cyber and intelligence, and processing

- providing open banking capabilities to enable the reliable access, transmission and management of consumer-consented data

Strategic Partners. We work with a variety of stakeholders.

As of December 31, [removed: 2020,] [added: 2021,] 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.

However, we periodically review our space requirements and may acquire or lease new space to meet the needs of our [removed: business,] [added: business and address climate-related impacts,] or consolidate and dispose of facilities that are no longer required.

| Ajay Bhalla*President, Cyber andIntelligence Solutions*since November 2018 | | | | | | [removed: 55] [added: 56] | | | | | | President, Enterprise Security Solutions (2014-2018) President, Digital Gateway Services (2011-2013) President, South Asia and Southeast Asia (2008-2011) Various senior leadership positions, including President, Southeast Asia; Country Manager, Singapore and Head of Marketing, Southeast Asia; Vice President | | | | | | Various leadership positions at HSBC and Xerox Corporation | | |

| Ann Cairns*Vice Chairman*since June 2018 | | | | | | [removed: 64] [added: 65] | | | | | | President, International (2011-2018) | | | | | | Managing director, Alvarez & Marsal CEO, ABN AMRO Senior corporate and investment banking roles at Citigroup | | |

| Gilberto [removed: Caldart*President, International*since June 2018] [added: Caldart *Vice Chairman, Senior Client Partnerships and Relationships* since January 2022] | | | | | | [removed: 61] [added: 62] | | | | | | President, [added: International (2018-2021) President,] Latin America and Caribbean region (2013-2018) Division President, South Latin America/Brazil (2008-2013) | | | | | | Various leadership positions at Citigroup, including Country Business Manager, Brazil | | |

| Michael Fraccaro*Chief People Officer*since July 2016 | | | | | | [removed: 55] [added: 56] | | | | | | Executive Vice President, Human Resources, Global Products and Solutions (2014-2016) Senior Vice President, Human Resources, Global Products and Solutions (2012-2014) | | | | | | Various executive-level human resources positions at HSBC Group, Hong Kong (2000-2012) Various senior human resources positions in banking and financial services in Australia and the Middle East | | |

| Michael Froman *Vice Chairman and President, Strategic Growth* since April 2018 | | | | | | [removed: 58] [added: 59] | | | | | | Mr. Froman joined the Company in 2018 in his current role | | | | | | U.S. Trade Representative in the Executive Office of President Obama (2013-2017) Assistant to the President and Deputy National Security Advisor for International Economic Policy (2009-2013) Various senior leadership positions at Citigroup, including CEO, CitiInsurance and COO of Citigroup’s alternative investments business | | |

| Linda Kirkpatrick *President, North America* since January 2021 | | | | | | [removed: 44] [added: 45] | | | | | | 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 | | | | | | | | |

| Edward McLaughlin*President, Operations and Technology*since May 2017 | | | | | | [removed: 55] [added: 56] | | | | | | 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. | | |

| Sachin Mehra*Chief Financial Officer*since April 2019 | | | | | | [removed: 50] [added: 51] | | | | | | 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, General Motors Corporation and GMAC | | |

| Michael Miebach *President and Chief Executive Officer* since January 2021 | | | | | | [removed: 53] [added: 54] | | | | | | 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 [removed: Murphy*General Counsel*since] [added: Murphy*Chief Administrative Officer*since] April [removed: 2014] [added: 2021] | | | | | | [removed: 53] [added: 54] | | | | | | [added: 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 and President, Healthcare*since January 2016 | | | | | | [removed: 59] [added: 60] | | | | | | 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*President, Data and Services*since January 2020 | | | | | | [removed: 55] [added: 56] | | | | | | 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. | | |

| Kevin Stanton*Chief Transformation Officer*since January 2020 | | | | | | [removed: 59] [added: 60] | | | | | | Chief Services Officer (2018-2019) President, Mastercard Advisors (2010-2017) Various senior leadership roles, including President, Canada; Senior Vice President, Strategy and Market Development; and Vice President, Senior Counsel and North America Region Counsel | | | | | | Vice President, Counsel, Shawmut National Corporation | | |

| Craig Vosburg*Chief Product Officer*since January 2021 | | | | | | [removed: 53] [added: 54] | | | | | | 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 | | |

| | | | | | | [Item 5. Market for registrant’s common equity, related stockholder matters and issuer purchases of equity [removed: securities](#ic14da07effa044f185a4e5e61b3e1ecd_40)] [added: securities](#ifc9293bf99c744279400f5fac9866383_40)] | | | | | | | | | | | |

| | | | | | | [Item 7. Management’s discussion and analysis of financial condition and results of [removed: operations](#ic14da07effa044f185a4e5e61b3e1ecd_46)] [added: operations](#ifc9293bf99c744279400f5fac9866383_46)] | | | | | | | | | | | |

| | | | | | | [Item 7A. Quantitative and qualitative disclosures about market [removed: risk](#ic14da07effa044f185a4e5e61b3e1ecd_79)] [added: risk](#ifc9293bf99c744279400f5fac9866383_76)] | | | | | | | | | | | |

| | | | | | | [Item 8. Financial statements and supplementary [removed: data](#ic14da07effa044f185a4e5e61b3e1ecd_82)] [added: data](#ifc9293bf99c744279400f5fac9866383_79)] | | | | | | | | | | | |

| | | | | | | [Item 9. Changes in and disagreements with accountants on accounting and financial [removed: disclosure](#ic14da07effa044f185a4e5e61b3e1ecd_232)] [added: disclosure](#ifc9293bf99c744279400f5fac9866383_187)] | | | | | | | | | | | |

| | | | | | | [Item 9A. Controls and [removed: procedures](#ic14da07effa044f185a4e5e61b3e1ecd_235)] [added: procedures](#ifc9293bf99c744279400f5fac9866383_190)] | | | | | | | | | | | |

| | | | | | | [Item 9B. Other [removed: information](#ic14da07effa044f185a4e5e61b3e1ecd_238)] [added: information](#ifc9293bf99c744279400f5fac9866383_193)] | | | | | | | | | | | |

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUES PURCHASES OF [added: EQUITY SECURITIES]

At February [removed: 9, 2021,] [added: 8, 2022,] we had [removed: 73] [added: 71] stockholders of record for our Class A common stock.

There were approximately [removed: 257] [added: 240] holders of record of our non-voting Class B common stock as of February [removed: 9, 2021,] [added: 8, 2022,] constituting approximately 0.8% of our total outstanding equity.

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, [removed: 2020.][added: 2021.]

[removed: ][added: ]

| Company/Index | | | | | | [removed: 2015] [added: 2016] | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | |

(as of February 11, 2022)

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| Rich Verma*General Counsel and Head of Global Public Policy*since April 2021 | | | | | | 53 | | | | | | Executive Vice President of Global Public Policy and Regulatory Affairs (2020-2021) | | | | | | Vice Chairman & Partner, The Asia Group (2017-2020) U.S. Ambassador to India (2014-2017) Assistant Secretary of State (2009-2011) Member, Commission on the Prevention of WMD Proliferation and Terrorism (2008) National Security Advisor to Senate Majority Leader, Harry Reid (2002-2007) | | |

| | | | | | | [Item 6.](#ifc9293bf99c744279400f5fac9866383_43) [](#ifc9293bf99c744279400f5fac9866383_43)Reserved | | | | | | | | | | | |

| Mastercard | | | | | | $ | 100.00 | | | | | $ | 147.68 | | | | | $ | 185.07 | | | | | $ | 294.55 | | | | | $ | 353.98 | | | | | $ | 358.07 | |

| S&P 500 | | | | | | 100.00 | | | | | | 121.83 | | | | | | 116.49 | | | | | | 153.17 | | | | | | 181.35 | | | | | | 233.41 | | |

| S&P 500 Financials | | | | | | 100.00 | | | | | | 122.18 | | | | | | 106.26 | | | | | | 140.40 | | | | | | 138.02 | | | | | | 186.38 | | |

(as of February 12, 2021)

| Ajay Banga Executive Chairmansince January 2021 | | | | | | 61 | | | | | | Chief Executive Officer (2020) President and Chief Executive Officer (2010-2020) President and COO (2009-2010) | | | | | | Several executive positions at Citigroup, including CEO, Asia Pacific region and Chairman and CEO, International Global Consumer Group Previous senior leadership experience at Nestlé India and PepsiCo in roles of increasing responsibility | | |

| | | | | | | [Item 6. Selected financial data](#ic14da07effa044f185a4e5e61b3e1ecd_43) | | | | | | | | | | | |

| Mastercard | | | | | | $ | 100.00 | | | | | $ | 106.91 | | | | | $ | 157.88 | | | | | $ | 197.86 | | | | | $ | 314.91 | | | | | $ | 378.44 | |

| S&P 500 | | | | | | 100.00 | | | | | | 111.96 | | | | | | 136.40 | | | | | | 130.42 | | | | | | 171.49 | | | | | | 203.04 | | |

| S&P 500 Financials | | | | | | 100.00 | | | | | | 122.80 | | | | | | 150.04 | | | | | | 130.49 | | | | | | 172.41 | | | | | | 169.49 | | |

On [removed: December 8, 2020,] [added: November 30, 2021,] our Board of Directors declared a quarterly cash dividend of [removed: $0.44] [added: $0.49] per share paid on February 9, [removed: 2021] [added: 2022] to holders of record on January [removed: 8, 2021] [added: 7, 2022] of our Class A common stock and Class B common stock.

On February 8, [removed: 2021,] [added: 2022,] our Board of Directors declared a quarterly cash dividend of [removed: $0.44] [added: $0.49] per share payable on May [removed: 7, 2021] [added: 9, 2022] to holders of record on April [removed: 9, 2021] [added: 8, 2022] of our Class A common stock and Class B common stock.

During the fourth quarter of [removed: 2020,] [added: 2021,] we repurchased a total of [removed: approximately 3.1] [added: 3.7] million shares for [removed: $1.03] [added: $1.3] billion at an average price of [removed: $330.34] [added: $342.86] per share of Class A common stock.

The following table presents our repurchase activity on a cash basis during the fourth quarter of [removed: 2020:][added: 2021:]

1Dollar value of shares that may yet be purchased under the share repurchase programs [removed: are] [added: is] as of the end of [removed: each period presented.][added: the period.]

| October 1 – 31 | | | | | | 1,282,075 | | | | | | $ | 351.18 | | | | | 1,282,075 | | | | | | $ | 4,752,404,601 | |

| November 1 – 30 | | | | | | 1,126,537 | | | | | | 340.52 | | | | | | 1,126,537 | | | | | | 12,368,795,391 | | |

| December 1 – 31 | | | | | | 1,312,321 | | | | | | 336.75 | | | | | | 1,312,321 | | | | | | 11,926,866,431 | | |

| Total | | | | | | 3,720,933 | | | | | | 342.86 | | | | | | 3,720,933 | | | | | | | | |

2In November 2021 and December 2020, our Board of Directors approved share repurchase programs authorizing us to repurchase up to $8.0 billion and $6.0 billion respectively, of our Class A common stock under each plan.

| October 1 – 31 | | | | | | 1,552,273 | | | | | | $ | 335.39 | | | | | 1,552,273 | | | | | | $ | 4,340,730,451 | |

| November 1 – 30 | | | | | | 779,892 | | | | | | 314.13 | | | | | | 779,892 | | | | | | 4,095,745,017 | | |

| December 1 – 31 | | | | | | 785,846 | | | | | | 336.44 | | | | | | 785,846 | | | | | | 9,831,351,292 | | |

| Total | | | | | | 3,118,011 | | | | | | 330.34 | | | | | | 3,118,011 | | | | | | | | |

PART II

ITEM 6.

SELECTED FINANCIAL DATA

For discussion related to the results of operations for the year ended December 31, [removed: 2019] [added: 2020] compared to the year ended December 31, [removed: 2018,] [added: 2019,] please see Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, [removed: 2019.][added: 2020.]

We make payments easier and more efficient by providing a wide range of payment solutions and services using our family of well-known [added: and trusted] brands, including Mastercard®, Maestro® and Cirrus®.

Through our unique and proprietary [added: core] global payments network, [removed: which] we [removed: refer to as our core network, we] switch (authorize, clear and settle) payment [removed: transactions and deliver related products and services.][added: transactions.]

Our payment solutions [removed: offer customers choice and flexibility and] are designed to ensure safety and security for the global payments [removed: system.][added: ecosystem.]

[removed: This outbreak] [added: The pandemic] has affected business activity, adversely impacting consumers, our customers, suppliers and business partners, as well as our workforce.

The following [removed: table provides] [added: tables provide] a summary of trends in our key metrics for [added: 2021 and] 2020 as compared to the respective [removed: periods in 2019:][added: year ago periods:]

| | | | | | | [removed: Quarter] [added: 2021 Quarter] ended | | | | | | | | | | | | | | | | | | | | | | | | Year ended December [removed: 31] [added: 31, 2021] | | |

The full extent to which the pandemic, and measures [added: and actions] taken [added: by stakeholders] in response, affect our business, results of operations and financial condition will depend on future developments, including the duration of the pandemic and its impact on the global economy, which are uncertain, and cannot be predicted at this time.

| | | | | | | Year ended December 31, | | | | | | | | | | | | | | | | | | [removed: 2020] [added: 2021] Increase/ (Decrease) | | | | | | [removed: 2019] [added: 2020] Increase/ (Decrease) | | |

| | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | | | | | | | | | |

| Net revenue | | | | | | $ | [removed: 15,301] [added: 18,884] | | | | | $ | [removed: 16,883] [added: 15,301] | | | | | $ | [removed: 14,950] [added: 16,883] | | | | | [removed: (9)%] [added: 23%] | | | | | | [removed: 13%] [added: (9)%] | | |

| Operating expenses | | | | | | $ | [removed: 7,220] [added: 8,802] | | | | | $ | [removed: 7,219] [added: 7,220] | | | | | $ | [removed: 7,668] [added: 7,219] | | | | | [removed: —%] [added: 22%] | | | | | | [removed: (6)%] [added: —%] | | |

| Operating income | | | | | | $ | [removed: 8,081] [added: 10,082] | | | | | $ | [removed: 9,664] [added: 8,081] | | | | | $ | [removed: 7,282] [added: 9,664] | | | | | [removed: (16)%] [added: 25%] | | | | | | [removed: 33%] [added: (16)%] | | |

| Operating margin | | | | | | [removed: 52.8] [added: 53.4] | | % | | | | [removed: 57.2] [added: 52.8] | | % | | | | [removed: 48.7] [added: 57.2] | | % | | | | [removed: (4.4)] [added: 0.6] ppt | | | | | | [removed: 8.5] [added: (4.4)] ppt | | |

| Income tax expense | | | | | | $ | [removed: 1,349] [added: 1,620] | | | | | $ | [removed: 1,613] [added: 1,349] | | | | | $ | [removed: 1,345] [added: 1,613] | | | | | [removed: (16)%] [added: 20%] | | | | | | [removed: 20%] [added: (16)%] | | |

| Effective income tax rate | | | | | | [removed: 17.4] [added: 15.7] | | % | | | | [removed: 16.6] [added: 17.4] | | % | | | | [removed: 18.7] [added: 16.6] | | % | | | | [removed: 0.8] [added: (1.7)] ppt | | | | | | [removed: (2.1)] [added: 0.8] ppt | | |

| Net income | | | | | | $ | [removed: 6,411] [added: 8,687] | | | | | $ | [removed: 8,118] [added: 6,411] | | | | | $ | [removed: 5,859] [added: 8,118] | | | | | [removed: (21)%] [added: 35%] | | | | | | [removed: 39%] [added: (21)%] | | |

| Diluted earnings per share | | | | | | $ | [removed: 6.37] [added: 8.76] | | | | | $ | [removed: 7.94] [added: 6.37] | | | | | $ | [removed: 5.60] [added: 7.94] | | | | | [removed: (20)%] [added: 38%] | | | | | | [removed: 42%] [added: (20)%] | | |

| Diluted weighted-average shares outstanding | | | | | | [removed: 1,006] [added: 992] | | | | | | [removed: 1,022] [added: 1,006] | | | | | | [removed: 1,047] [added: 1,022] | | | | | | [removed: (2)%] [added: (1)%] | | | | | | (2)% | | |

| | | | | | | Year ended December 31, | | | | | | | | | | | | | | | | | | [removed: 2020] [added: 2021] Increase/(Decrease) | | | | | | | | | | | | [removed: 2019] [added: 2020] Increase/(Decrease) | | | | | | | | |

| | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | As adjusted | | | | | | Currency-neutral | | | | | | As adjusted | | | | | | Currency-neutral | | |

| Net revenue | | | | | | $ | [removed: 15,301] [added: 18,884] | | | | | $ | [removed: 16,883] [added: 15,301] | | | | | $ | [removed: 14,950 | | | | | (9)% | | | | | | (8)% |] [added: 16,883] | | | | | [removed: 13%] [added: 23%] | | | | | | [removed: 16%] [added: (9)%] | | |

| Adjusted operating expenses | | | | | | $ | [removed: 7,147] [added: 8,627] | | | | | $ | [removed: 7,219] [added: 7,147] | | | | | $ | [removed: 6,540] [added: 7,219] | | | | | [removed: (1)%] [added: 21%] | | | | | | [removed: (1)%] [added: 19%] | | | | | | [removed: 10%] [added: (1)%] | | | | | | [removed: 12%] [added: (1)%] | | |

| Adjusted operating margin | | | | | | [removed: 53.3] [added: 54.3] | | % | | | | [removed: 57.2] [added: 53.3] | | % | | | | [removed: 56.2] [added: 57.2] | | % | | | | [removed: (4.0)] [added: 1.0] ppt | | | | | | [removed: (3.7)] [added: 1.2] ppt | | | | | | [removed: 1.0] [added: (4.0)] ppt | | | | | | [removed: 1.3] [added: (3.7)] ppt | | |