What the changes say
- Mastercard refined its risk disclosures by explicitly integrating artificial intelligence threats and data localization requirements across security and regulatory sections.
What changed since the prior 10-K
Dropped
- Dropped
significantly due to a significant portion of our workforce working in a hybrid environment. These threats also may be further enhanced in frequency or effectiveness through threat actors’ use of AI
- Dropped
sides of this issue may continue to view us negatively and take public action against us to the extent that we do not satisfy their conflicting views or expectations
Reworded
- 90% rewritten
Information security incidents or account data compromise events could disrupt our business, damage our reputation, increase our costs and cause losses
Added artificial intelligence proliferation to the drivers of increased information security risks.
- 65% rewritten
Environmental, social and governance matters and related stakeholder reaction may impact our reputation, increase legal exposure and/or have other business impacts, which could adversely affect our overall business and/or results of operations
Added the word unlawful to disclosures and metrics regarding environmental, social, and governance matters.
- 42% rewritten
Our role as guarantor, as well as other contractual obligations and discretionary actions, expose us to risk of loss or illiquidity
Generalized the reference from bank failures seen in recent years in the U.S. to recent bank failures generally.
- 30% rewritten
Regulation and enforcement of privacy, data, AI, information security and the digital economy could increase our costs and lead to legal claims and fines, as well as negatively impact our growth and reputation
Added specific risks regarding data localization mandates, cross-border data transfer prohibitions, and cybersecurity regulations.
- 28% rewritten
We may not be able to attract and retain a highly qualified workforce, or maintain our corporate culture, which could harm our overall business and results of operations
Added global conflicts and rising mental health needs as factors impacting workforce well-being.
- 21% rewritten
Rapid and significant technological developments and changes could negatively impact our overall business and results of operations or limit our future growth
Replaced cryptocurrency with digital assets in the list of technological developments impacting the payments industry.
All 35 risk factors
Headings as the filing states them, in filing order.
Other
- 01Global regulatory and legislative activity related to the payments industry may have a material adverse impact on our overall business and results of operations
- 02Increased activity with respect to interchange rates could have an adverse impact on our business
- 03Limitations on our ability to restrict merchant surcharging could materially and adversely impact our results of operations
- 04Preferential or protective government actions related to domestic payment services could adversely affect our ability to maintain or increase our revenues
- 05particular market, such jurisdictions may decide to begin to or increase their focus on growing local payment networks and other solutions
- 06Regulation and enforcement of privacy, data, AI, information security and the digital economy could increase our costs and lead to legal claims and fines, as well as negatively impact our growth and reputation30% rewritten
- 07Regulations that directly or indirectly apply to Mastercard as a result of our participation in the global payments industry may materially and adversely affect our overall business and results of operations
- 08We could be subject to adverse changes in tax laws, regulations and interpretations or challenges to our tax positions
- 09Liabilities or business limitations resulting from litigation could materially and adversely affect our results of operations
- 10Substantial and intense competition worldwide in the global payments industry may materially and adversely affect our overall business and results of operations
- 11Our ability to compete may also be affected by regulatory and legislative initiatives, as well as the outcomes of litigation, competition-related regulatory proceedings and both central bank and legislative activity
- 12Disintermediation from stakeholders both within and outside of the payments value chain could harm our business
- 13Continued intense pricing pressure may materially and adversely affect our overall business and results of operations
- 14Rapid and significant technological developments and changes could negatively impact our overall business and results of operations or limit our future growth21% rewritten
- 15Moreover, regulatory or government requirements could continue to require us to host and deliver certain products and services on-soil in certain markets. As a result, we may need to alter our technology and delivery model, potentially resulting in additional expenses and/or other operational impacts
- 16Operating a real-time account-based payments network presents risks that could materially affect our business
- 17Working with new customers and end users as we continue to expand our products and services can present operational and onboarding challenges, be costly and result in reputational damage if the new products or services do not perform as intended
- 18Information security incidents or account data compromise events could disrupt our business, damage our reputation, increase our costs and cause losses90% rewritten
- 19Service disruptions that cause us to be unable to process transactions or service our customers could reduce our operational resilience and materially affect our overall business and results of operations
- 20Losing a significant portion of business from one or more of our largest customers could lead to significant revenue decreases in the longer term, which could have a material adverse impact on our business and our results of operations
- 21Exclusive/near exclusive relationships certain customers have with our competitors may have a material adverse impact on our business
- 22Consolidation amongst our customers could materially and adversely affect our overall business and results of operations
- 23Our business significantly depends on the continued success and competitiveness of our issuing and acquiring customers and, in many jurisdictions, their ability to effectively manage or help manage our brands
- 24Merchants’ continued focus on acceptance costs may lead to additional litigation and regulatory proceedings and/or increase our incentive program costs, which could materially and adversely affect our profitability
- 25Our work with governments exposes us to risks that could have a material impact on our business and results of operations
- 26Global economic, political, financial and societal events or conditions could result in a material and adverse impact on our overall business and results of operations
- 27Adverse currency fluctuations and foreign exchange controls could negatively impact our results of operations
- 28Negative brand perception may materially and adversely affect our overall business
- 29Lack of visibility of our brand in our products and services, or in the products and services of our partners who use our technology, may materially and adversely affect our business
- 30Environmental, social and governance matters and related stakeholder reaction may impact our reputation, increase legal exposure and/or have other business impacts, which could adversely affect our overall business and/or results of operations65% rewritten
- 31We may not be able to attract and retain a highly qualified workforce, or maintain our corporate culture, which could harm our overall business and results of operations28% rewritten
- 32Our efforts to enter into acquisitions, strategic investments or new businesses could be impacted or prevented by regulatory scrutiny and could otherwise result in issues that could disrupt our business and harm our results of operations or reputation
- 33Our role as guarantor, as well as other contractual obligations and discretionary actions, expose us to risk of loss or illiquidity42% rewritten
- 34Provisions in our organizational documents and Delaware law could be considered anti-takeover provisions and have an impact on change-in-control
- 35Mastercard Foundation’s substantial stock ownership, and restrictions on its sales, may impact corporate actions or acquisition proposals favorable to, or favored by, the other public stockholders
Other Mastercard 10-Ks
- FY2024 10-K risk factors37 risks
Mastercard faces intense global regulatory scrutiny over interchange rates, surcharging rules, and domestic payment network alternatives. The company confronts disintermediation risks, competitive pricing pressures, and cybersecurity threats amplified by hybrid work and AI.
Filed Feb 12, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.