Mastercard Inc

Previous wording

The following supplements management's discussion and analysis of Mastercard Incorporated for the year ended December 31, 2023 as contained in the Company's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on February 13, 2024. It also should be read in conjunction with the consolidated financial statements and notes of Mastercard Incorporated and its consolidated subsidiaries, including Mastercard International Incorporated (together, “Mastercard” or the “Company”), included elsewhere in this Report. Percentage changes provided throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” were calculated on amounts rounded to the nearest thousand.

Current wording

The following supplements management's discussion and analysis of Mastercard Incorporated for the year ended December 31, 2024 as contained in the Company's 2024 Form 10-K filed with the U.S. Securities and Exchange Commission on February 12, 2025. It also should be read in conjunction with the consolidated financial statements and notes of Mastercard Incorporated and its consolidated subsidiaries, including Mastercard International Incorporated (together, “Mastercard” or the “Company”), included elsewhere in this Report. Percentage changes provided throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations” were calculated on amounts rounded to the nearest thousand.

Previous wording

Key highlights for the three and nine months ended September 30, 2024, versus the comparable periods in 2023:

Current wording

Key highlights for the three months ended March 31, 2025, versus the comparable period in 2024:

Previous wording

Other financial highlights for the nine months ended September 30, 2024 were as follows:

Current wording

Other financial highlights for the three months ended March 31, 2025 were as follows:

Previous wording

•We generated net cash flows from operations of $9.9 billion.

Current wording

•We generated net cash flows from operations of $2.4 billion.

Previous wording

•We repurchased 16.5 million shares of our common stock for $7.6 billion and paid dividends of $1.8 billion.

Current wording

•We repurchased 4.7 million shares of our common stock for $2.5 billion and paid dividends of $694 million.

Previous wording

•We completed debt offerings for an aggregate principal amount of $4.0 billion.

Current wording

•We completed a debt offering in February 2025 for an aggregate principal amount of $1.25 billion.

Previous wording

Non-GAAP financial information is defined as a numerical measure of a company’s performance that excludes or includes amounts so as to be different than the most comparable measure calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”). As described more fully below, our non-GAAP financial measures exclude the impact of gains and losses on our equity investments, which includes mark-to-market fair value adjustments, impairments and gains and losses upon disposition, as well as the related tax impacts. Our non-GAAP financial measures also exclude the impact of special items, where applicable, which represent litigation judgments and settlements and certain one-time items, as well as the related tax impacts (“Special Items”). We also present growth rates adjusted for the impact of currency, which is a non-GAAP financial measure. We believe that the non-GAAP financial measures presented facilitate an understanding of our operating performance and provide a meaningful comparison of our results between periods. We use non-GAAP financial measures to, among other things, evaluate our ongoing operations in relation to historical results, for internal planning and forecasting purposes and in the calculation of performance-based compensation. We excluded these items because management evaluates the underlying operations and performance of the Company separately from these recurring and nonrecurring items. Operating expenses, operating margin, other income (expense), effective income tax rate, net income and diluted earnings per share adjusted for the impact of gains and losses on our equity investments, Special Items and/or the impact of currency, should not be relied upon as substitutes for measures calculated in accordance with GAAP.

Current wording

Non-GAAP financial information is defined as a numerical measure of a company’s performance that excludes or includes amounts so as to be different than the most comparable measure calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”). As described more fully below, our non-GAAP financial measures exclude the impact of gains and losses on our equity investments, which includes mark-to-market fair value adjustments, impairments and gains and losses upon disposition, as well as the related tax impacts. Our non-GAAP financial measures also exclude the impact of special items, where applicable, which represent litigation judgments and settlements and certain one-time items, as well as the related tax impacts (“Special Items”). We also present growth rates adjusted for the impact of currency, which is a non-GAAP financial measure. We believe that the non-GAAP financial measures presented facilitate an understanding of our operating performance and provide a meaningful comparison of our results between periods. We use non-GAAP financial measures to evaluate our ongoing operations in relation to historical results, for internal planning and forecasting purposes and in the calculation of performance-based compensation, among other things. We excluded these items because management evaluates the underlying operations and performance of the Company separately from these recurring and nonrecurring items. Operating expenses, operating margin, other income (expense), effective income tax rate, net income and diluted earnings per share, each as adjusted for the impact of gains and losses on our equity investments, Special Items and/or the impact of currency, should not be relied upon as substitutes for measures calculated in accordance with GAAP.

Previous wording

•In thethree and nine months ended September 30, 2024, we recorded net losses of $62 million ($63 million after tax, or $0.07 per diluted share) and $69 million ($67 million after tax, or $0.07 per diluted share), respectively, primarily related to unrealized fair market value adjustments on marketable and nonmarketable equity securities.

Current wording

•In thethree months ended March 31, 2025 and 2024, we recorded net losses of $29 million ($25 million after tax, or $0.03 per diluted share) and net gains of $6 million ($5 million after tax, or $0.01 per diluted share), respectively, primarily related to unrealized fair market value adjustments on marketable and nonmarketable equity securities.

Previous wording

•In the nine months ended September 30, 2023, we recorded charges of $231 million ($156 million after tax, or $0.16 per diluted share) primarily as a result of a change in estimate related to the claims of merchants who opted out of the U.S. merchant class litigation.

Current wording

•In the three months ended March 31, 2025, we recorded charges of $151 million ($102 million after tax, or $0.11 per diluted share), primarily as a result of a change in estimate related to the claims of merchants who opted out of the U.S. merchant class litigation.

Previous wording

•In the three months ended September 30, 2024, we recorded charges of $176 million ($120 million after tax, or $0.13 per diluted share), primarily as a result of a change in estimate related to the claims of merchants who opted out of the U.S. merchant class litigation. In the nine months ended September 30, 2024, we recorded charges of $400 million ($281 million after tax, or $0.30 per diluted share), primarily as a result of a change in estimate related to the claims of merchants who opted out of the U.S. merchant class litigation, settlements with a number of U.K. merchants and a legal provision associated with the ATM non-discrimination rule surcharge complaints.

Current wording

•In the three months ended March 31, 2024, we recorded charges of $126 million ($87 million after tax, or $0.09 per diluted share), primarily due to a legal provision associated with the ATM non-discrimination rule surcharge complaints.

Previous wording

Currency-neutral growth rates are calculated by remeasuring the prior period’s results using the current period’s exchange rates for both the translational and transactional impacts on operating results and are non-GAAP financial measures. The impact of currency translation represents the effect of translating operating results where the functional currency is different from our U.S. dollar reporting currency. The impact of the transactional currency represents the effect of converting revenue and expenses occurring in a currency other than the functional currency of the entity. The impact of the related realized gains and losses resulting from our foreign exchange derivative contracts designated as cash flow hedging instruments (specifically those that manage the impact of foreign currency variability on anticipated revenues and expenses) is recognized in the respective financial statement line item on the statement of operations when the underlying forecasted transactions impact earnings.

Current wording

Currency-neutral growth rates are non-GAAP financial measures and are calculated by remeasuring the prior period’s results using the current period’s exchange rates for both the translational and transactional impacts on operating results. The impact of currency translation represents the effect of translating operating results where the functional currency is different from our U.S. dollar reporting currency. The impact of the transactional currency represents the effect of converting revenue and expenses occurring in a currency other than the functional currency of the entity. The impact of the related realized gains and losses resulting from our foreign exchange derivative contracts designated as cash flow hedging instruments (specifically those that manage the impact of foreign currency variability on anticipated revenues and expenses) is recognized in the respective financial statement line item on the consolidated statements of operations when the underlying forecasted transactions impact earnings.

Previous wording

The translational and transactional impact of currency and the related impact of our foreign exchange derivative contracts designated as cash flow hedging instruments as specified in the preceding paragraph (collectively the “Currency Impact”) has been excluded from our currency-neutral growth rates and has been identified in the “Non-GAAP Reconciliations” tables below and our “Drivers of Change” tables.

Current wording

The translational and transactional impact of currency and the related impact of our foreign exchange derivative contracts designated as cash flow hedging instruments as specified in the preceding paragraph (collectively, the “Currency Impact”) has been excluded from our currency-neutral growth rates and has been identified in the “Non-GAAP Reconciliations” tables below and our “Drivers of Change” tables. See “Foreign Currency - Currency Impact” for further information on our currency impacts and “Financial Results - Net Revenue” and “Financial Results - Operating Expenses” for our "Drivers of Change” tables.

Previous wording

The following tables represent the reconciliation of our growth rates reported under GAAP to our non-GAAP growth rates:

Current wording

The following table represents the reconciliation of our growth rates reported under GAAP to our non-GAAP growth rates:

Previous wording

Gross Dollar Volume (“GDV”)1 measures dollar volume of activity, including both domestic and cross-border volume, on cards carrying our brands during the period, on a local currency basis and U.S. dollar-converted basis. GDV represents purchase volume plus cash volume; “purchase volume” means the aggregate dollar amount of purchases made with Mastercard-branded cards for the relevant period; and “cash volume” means the aggregate dollar amount of cash disbursements and includes the impact of balance transfers and convenience checks obtained with Mastercard-branded cards for the relevant period. Information denominated in U.S. dollars relating to GDV is calculated by applying an established U.S. dollar/local currency exchange rate for each local currency in which our volumes are reported. These exchange rates are calculated on a quarterly basis using the average exchange rate for each quarter. We report period-over-period rates of change in purchase volume and cash volume on the basis of local currency information, in order to eliminate the impact of changes in the value of currencies against the U.S. dollar in calculating such rates of change.

Current wording

Gross Dollar Volume (“GDV”) measures dollar volume of activity, including both domestic and cross-border volume, on cards carrying our brands during the period, on a local currency basis and U.S. dollar-converted basis. GDV represents purchase volume plus cash volume; “purchase volume” means the aggregate dollar amount of purchases made with Mastercard-branded cards for the relevant period; and “cash volume” means the aggregate dollar amount of cash disbursements and includes the impact of balance transfers and convenience checks obtained with Mastercard-branded cards for the relevant period. Information denominated in U.S. dollars relating to GDV is calculated by applying an established U.S. dollar/local currency exchange rate for each local currency in which our volumes are reported. These exchange rates are calculated on a quarterly basis using the average exchange rate for each quarter. We report period-over-period rates of change in purchase volume and cash volume on the basis of local currency information, in order to eliminate the impact of changes in the value of currencies against the U.S. dollar in calculating such rates of change. Data used in the calculation of GDV is provided by our customers and is subject to verification by Mastercard and partial cross-checking against information provided by Mastercard’s transaction switching systems. All data is subject to revision and amendment by Mastercard or our customers.

Previous wording

Our operating results are also impacted by transactional currency. The impact of the transactional currency represents the effect of converting revenue and expense transactions occurring in a currency other than the functional currency. Changes in currency exchange rates directly impact the calculation of gross dollar volume (“GDV”), which is used in the calculation of our key metrics related to domestic assessments and cross-border assessments as well as certain volume-related rebates and incentives. GDV is calculated based on local currency spending volume converted to U.S. dollars and euros using average exchange rates for the period. As a result, our key metrics related to domestic assessments and cross-border assessments as well as certain volume-related rebates and incentives are impacted by the strengthening or weakening of the U.S. dollar and euro versus local currencies. For example, our billing in Australia is in the U.S. dollar, however, consumer spend in Australia is in the Australian dollar. The transactional currency impact of converting Australian dollars to our U.S. dollar billing currency will have an impact on the revenue generated. The strengthening or weakening of the U.S. dollar is evident when GDV growth on a U.S. dollar-converted basis is compared to GDV growth on a local currency basis. For the three and nine months ended September 30, 2024, GDV on a U.S. dollar-converted basis increased 9% and 8%, respectively, while GDV on a local currency basis increased 10% for each of the periods, versus the comparable periods in 2023. Further, the impact from transactional currency occurs in our key metrics related to transaction processing assessments and other network assessments as well as value-added services and solutions revenue and operating expenses when the transacting currency of these items is different than the functional currency of the entity.

Current wording

Our operating results are also impacted by transactional currency. The impact of the transactional currency represents the effect of converting revenue and expense transactions occurring in a currency other than the functional currency. Changes in currency exchange rates directly impact the calculation of GDV, which is used in the calculation of our key metrics related to domestic assessments and cross-border assessments as well as certain volume-related rebates and incentives. GDV is calculated based on local currency spending volume converted to U.S. dollars and euros using average exchange rates for the period. As a result, our key metrics related to domestic assessments and cross-border assessments as well as certain volume-related rebates and incentives are impacted by the strengthening or weakening of the U.S. dollar and euro versus local currencies. For example, our billing in Australia is in the U.S. dollar, however, consumer spend in Australia is in the Australian dollar. The transactional currency impact of converting Australian dollars to our U.S. dollar billing currency will have an impact on the revenue generated. The strengthening or weakening of the U.S. dollar is evident when GDV growth on a U.S. dollar-converted basis is compared to GDV growth on a local currency basis. For the three months ended March 31, 2025, GDV on a U.S. dollar-converted basis increased 6%, while GDV on a local currency basis increased 9%, versus the comparable period in 2024. Further, the impact from transactional currency occurs in our key metrics related to transaction processing assessments and other network assessments as well as value-added services and solutions revenue and operating expenses when the transacting currency of these items is different than the functional currency of the entity.

Previous wording

We incur foreign currency gains and losses from remeasuring monetary assets and liabilities, including settlement assets and obligations, that are denominated in a currency other than the functional currency of the entity. To manage this foreign exchange risk, we may enter into foreign exchange derivative contracts to economically hedge the foreign currency exposure of our nonfunctional currency monetary assets and liabilities. The gains or losses resulting from the changes in fair value of these contracts are intended to reduce the potential effect of the underlying hedged exposure and are recorded net within general and administrative expenses on the consolidated statement of operations. The impact of this foreign exchange activity, including the related hedging activities, has not been eliminated in our currency-neutral results.

Current wording

We incur foreign currency gains and losses from remeasuring monetary assets and liabilities, including settlement assets and obligations, that are denominated in a currency other than the functional currency of the entity. To manage this foreign exchange risk, we may enter into foreign exchange derivative contracts to economically hedge the foreign currency exposure of our nonfunctional currency monetary assets and liabilities. The gains or losses resulting from the changes in fair value of these contracts are intended to reduce the potential effect of the underlying hedged exposure and are recorded net within general and administrative expenses on the consolidated statements of operations. The impact of this foreign exchange activity, including the related hedging activities, has not been eliminated in our currency-neutral results.

Previous wording

For the three months ended September 30, 2024, net revenue increased 13%, or 14% on a currency-neutral basis, versus the comparable period in 2023. The increase in net revenue was attributable to both our payment network and value-added services and solutions.

Current wording

For the three months ended March 31, 2025, net revenue increased 14%, or 17% on a currency-neutral basis, versus the comparable period in 2024, which included a 1 percentage point increase from acquisitions completed in 2024 (“Acquisitions”). The remaining increase in net revenue was attributable to both our payment network and value-added services and solutions.

Previous wording

Net revenue from our payment network increased 10%, or 11% on a currency-neutral basis, versus the comparable period in 2023. The increase was primarily driven by growth in domestic and cross-border dollar volumes and an increase in the number of switched transactions, reflecting trends of growth in our key drivers. Net revenue from our payment network included $4,630 million of rebates and incentives provided to customers, which increased 17%, or 19% on a currency-neutral basis, versus the comparable period in 2023, primarily due to an increase in our key drivers as well as new and renewed deals.

Current wording

Net revenue from our payment network increased 13%, or 16% on a currency-neutral basis, versus the comparable period in 2024. The increase was primarily driven by growth in domestic and cross-border dollar volumes and an increase in the number of switched transactions, reflecting growth trends across all of our key drivers. Net revenue from our payment network included $4,579 million of rebates and incentives provided to customers, which increased 12%, or 15% on a currency-neutral basis, versus the comparable period in 2024, primarily due to an increase in our key drivers as well as new and renewed deals.

Previous wording

Net revenue from our value-added services and solutions increased 18%, or 19% on a currency-neutral basis, versus the comparable period in 2023. The increase was driven primarily by (1) growth in our underlying key drivers, (2) our consulting and marketing services, and fraud and security and identity and authentication solutions and (3) pricing.

Current wording

Net revenue from our value-added services and solutions increased 16%, or 18% on a currency-neutral basis, versus the comparable period in 2024, which included a 4 percentage point increase from Acquisitions. The remaining increase was driven primarily by (1) our security and digital and authentication solutions, and consumer acquisition and engagement services, (2) growth in our underlying key drivers and (3) pricing.

Previous wording

See Note 3 (Revenue) to the consolidated financial statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2023 for a further discussion of our revenue recognition policies.

Current wording

See Note 3 (Revenue) to the consolidated financial statements included in Part II, Item 8 of our 2024 Form 10-K for a further discussion of our revenue recognition policies.

Previous wording

For the three months ended September 30, 2024, operating expenses increased 25% versus the comparable period in 2023. Adjusted operating expenses increased 12%, on both an as adjusted and currency-neutral basis, versus the comparable period in 2023.

Current wording

For the three months ended March 31, 2025, operating expenses increased 13% versus the comparable period in 2024. Adjusted operating expenses increased 13%, or 14% on a currency-neutral basis, versus the comparable period in 2024, which included a 4 percentage point increase from Acquisitions.

Previous wording

For the three months ended September 30, 2024, general and administrative expenses increased 20%, on both an as reported and currency-neutral basis, versus the comparable period in 2023. Current period results include an increase of 8 percentage points from a restructuring charge of $190 million. The remaining increase was primarily due to higher personnel costs to support the continued investment in our strategic initiatives across payments and value-added services and solutions, as well as fulfillment costs to provide marketing services.

Current wording

For the three months ended March 31, 2025, general and administrative expenses increased 10%, or 12% on a currency-neutral basis, versus the comparable period in 2024, which included a 3 percentage point increase from Acquisitions. The remaining increase was primarily due to higher personnel costs to support the continued investment in our strategic initiatives across payments and value-added services and solutions.

Previous wording

2 Foreign exchange activity includes the impact of remeasurement of assets and liabilities denominated in foreign currencies net of the impact of gains and losses on foreign exchange derivative contracts. See Note 17 (Derivative and Hedging Instruments) to the consolidated financial statements included in Part I, Item 1 for further discussion.

Current wording

1 Foreign exchange activity includes the impact of remeasurement of assets and liabilities denominated in foreign currencies net of the impact of gains and losses on foreign exchange derivative contracts. See Note 16 (Derivative and Hedging Instruments) to the consolidated financial statements included in Part I, Item 1 for further discussion.

Previous wording

For the three months ended September 30, 2024, advertising and marketing expenses increased 14%, on both an as reported and currency-neutral basis, versus the comparable period in 2023, primarily due to timing of marketing campaigns.

Current wording

For the three months ended March 31, 2025, advertising and marketing expenses increased 32%, or 34% on a currency-neutral basis, versus the comparable period in 2024, which included a 2 percentage point increase from Acquisitions. The remaining increase was primarily due to an increase in spending on marketing campaigns and sponsorships.

Previous wording

For the three months ended September 30, 2024, depreciation and amortization expenses increased 7%, on both an as reported and currency-neutral basis, versus the comparable period in 2023. For the nine months ended September 30, 2024, depreciation and amortization expenses increased 12%, on both an as reported and currency-neutral basis, versus the comparable period in 2023. The increase for both the three and nine months ended September 30, 2024 was primarily due to increased software capitalization driven by the continued growth of our business.

Current wording

For the three months ended March 31, 2025, depreciation and amortization expenses increased 27%, or 28% on a currency-neutral basis, versus the comparable period in 2024, which included a 14 percentage point increase from Acquisitions. The remaining increase was primarily due to increased software capitalization driven by the continued growth of our business.

Previous wording

For the three months ended September 30, 2024, we recorded charges of $176 million, primarily as a result of a change in estimate related to the claims of merchants who opted out of the U.S. merchant class litigation. For the nine months ended September 30, 2024, we recorded charges of $400 million, primarily as a result of a change in estimate related to the claims of merchants who opted out of the U.S. merchant class litigation, settlements with a number of U.K. merchants and a legal provision associated with the ATM non-discrimination rule surcharge complaints. See “Non-GAAP Financial Information” in this section and Note 15 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part I, Item 1 of this Report for further discussion.

Current wording

For the three months ended March 31, 2025, we recorded charges of $151 million, primarily as a result of a change in estimate related to the claims of merchants who opted out of the U.S. merchant class litigation. See “Non-GAAP Financial Information” in this section and Note 14 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part I, Item 1 of this Report for further discussion.

Previous wording

The effective income tax rates were 15.6% and 15.0% for the three months ended September 30, 2024 and 2023, respectively. The adjusted effective income tax rates were 16.3% and 15.0% for the three months ended September 30, 2024 and 2023, respectively. Both the as-reported and as-adjusted effective income tax rates for the three months ended September 30, 2024 and 2023 were higher versus the comparable period in 2023, primarily due to our ability to claim more U.S. foreign tax credits generated in 2022 and 2023 resulting from Notice 2023-55 (the “Notice”), released by the U.S. Department of Treasury (“Treasury”) in 2023. The higher effective income tax rates were partially offset by a $115 million discrete tax expense in 2023 to establish a valuation allowance on the deferred tax asset related to U.S. foreign tax credits generated prior to 2022, as well as a change in our geographic mix of earnings in the current period.

Current wording

The effective income tax rates for the three months ended March 31, 2025 and 2024 were 18.6% and 15.4%, respectively. The adjusted effective income tax rates for the three months ended March 31, 2025 and 2024 were 19.1% and 15.9%, respectively. Both the as-reported and as-adjusted effective income tax rates for the three months ended March 31, 2025 and 2024 were higher versus the comparable period in 2024, primarily due to the 15% global minimum tax (“Pillar 2 Rules”) that took effect in 2025 in Singapore and various other jurisdictions. The Pillar 2 Rules primarily offset the reduction to our effective income tax rate resulting from our incentive grant received from the Singapore Ministry of Finance.

Previous wording

1 Investments include available-for-sale securities and held-to-maturity securities. This amount excludes restricted cash and restricted cash equivalents of $1.9 billion at September 30, 2024 and December 31, 2023.

Current wording

1 Investments include available-for-sale securities and held-to-maturity securities. This amount excludes restricted cash and restricted cash equivalents and restricted security deposits held for customers at March 31, 2025 and December 31, 2024 of $2.4 billion.

Previous wording

Our liquidity and access to capital could also be negatively impacted by the outcome of any of the legal or regulatory proceedings to which we are a party. For additional discussion of these and other risks facing our business, see Part I, Item 1A - Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2023 and Note 15 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part I, Item 1 of this Report.

Current wording

Our liquidity and access to capital could also be negatively impacted by the outcome of any of the legal or regulatory proceedings to which we are a party. For additional discussion of these and other risks facing our business, see Part I, Item 1A - Risk Factors of our 2024 Form 10-K and Note 14 (Legal and Regulatory Proceedings) to the consolidated financial statements included in Part I, Item 1 of this Report.

Previous wording

Net cash provided by operating activities increased $2,096 million for the nine months ended September 30, 2024, versus the comparable period in 2023, primarily due to higher net income after adjusting for non-cash items as well as lower cash payments for litigation settlements, partially offset by higher customer incentive payments.

Current wording

Net cash provided by operating activities increased $708 million for the three months ended March 31, 2025, versus the comparable period in 2024, primarily due to higher net income after adjusting for non-cash items as well as less cash paid for litigation settlements, partially offset by higher employee incentives paid.

Previous wording

Net cash used in investing activities decreased $413 million for the nine months ended September 30, 2024, versus the comparable period in 2023, primarily due to higher proceeds from maturities and sales of investment securities.

Current wording

Net cash used in investing activities increased $166 million for the three months ended March 31, 2025, versus the comparable period in 2024, primarily due to lower proceeds from maturities of investment securities, partially offset by lower purchases of investment securities.

Previous wording

Net cash used in financing activities decreased $343 million for the nine months ended September 30, 2024, versus the comparable period in 2023, primarily due to higher cash proceeds received from debt issuances, partially offset by repayments of debt and higher cash paid for repurchases of our Class A common stock and dividends.

Current wording

Net cash used in financing activities increased $306 million for the three months ended March 31, 2025, versus the comparable period in 2024, primarily due to the repayment of debt and higher cash paid for repurchases of our Class A common stock and dividends, partially offset by cash proceeds received from our February 2025 debt issuance.

Previous wording

The issuances in 2024 are collectively referred to as the “2024 USD Notes”. The net proceeds from the issuance of the 2024 USD Notes, after deducting the original issue discount, underwriting discount and offering expenses, were $3.96 billion.

Current wording

In February 2025, we issued $300 million principal amount of Floating Rate Notes due March 2028, $450 million principal amount of 4.550% notes due March 2028 and $500 million principal amount of 4.950% notes due March 2032 (collectively the “2025 USD Notes”). The net proceeds from the issuance of the 2025 USD Notes, after deducting the original issue discount, underwriting discount and offering expenses, were $1.242 billion.

Previous wording

Our total debt outstanding was $18.4 billion and $15.7 billion at September 30, 2024 and December 31, 2023, respectively, with the earliest maturity of $750 million of principal occurring in March 2025.

Current wording

In March 2025, $750 million of principal related to the 2019 USD Notes matured and was paid. Our total debt outstanding at March 31, 2025 and December 31, 2024 was $18.8 billion and $18.2 billion, respectively, with the earliest maturity of $750 million of principal occurring in November 2026.

Previous wording

See Note 10 (Debt) to the consolidated financial statements included in Part I, Item 1 for further discussion on our debt and Note 15 (Debt) to the consolidated financial statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2023 for further discussion on our debt, the Commercial Paper Program and the Credit Facility.

Current wording

See Note 9 (Debt) to the consolidated financial statements included in Part I, Item 1 for further discussion on our debt and Note 15 (Debt) to the consolidated financial statements included in Part II, Item 8 of our 2024 Form 10-K for further discussion on our debt, the Commercial Paper Program and the Credit Facility.

Previous wording

Aggregate payments for quarterly dividends totaled $1,842 million for the nine months ended September 30, 2024.

Current wording

Aggregate payments for quarterly dividends for the three months ended March 31, 2025 totaled $694 million.

Previous wording

On September 16, 2024, our Board of Directors declared a quarterly cash dividend of $0.66 per share payable on November 8, 2024 to holders of record on October 9, 2024 of our Class A common stock and Class B common stock. The aggregate amount of this dividend is $606 million.

Current wording

On February 10, 2025, our Board of Directors declared a quarterly cash dividend of $0.76 per share payable on May 9, 2025 to holders of record as of April 9, 2025 of our Class A common stock and Class B common stock. The aggregate amount of this dividend is $691 million.

Previous wording

Repurchased shares of our common stock are considered treasury stock. In December 2023 and 2022, our Board of Directors approved share repurchase programs of our Class A common stock authorizing us to repurchase up to $11.0 billion and $9.0 billion, respectively. The program approved in 2023 became effective in May 2024 after the completion of the share repurchase program approved in 2022. The timing and actual number of additional shares repurchased will depend on a variety of factors, including cash requirements to meet the operating needs of the business, legal requirements, as well as the share price and economic and market conditions. The following table summarizes our share repurchase authorizations and repurchase activity of our Class A common stock through September 30, 2024:

Current wording

Repurchased shares of our common stock are considered treasury stock. In December 2024 and 2023, our Board of Directors approved share repurchase programs of our Class A common stock authorizing us to repurchase up to $12.0 billion and $11.0 billion, respectively. The program approved in 2024 became effective in April 2025 after the completion of the program approved in 2023. The timing and actual number of additional shares repurchased will depend on a variety of factors, including cash requirements to meet the operating needs of the business, legal requirements, as well as the share price and economic and market conditions. The following table summarizes our share repurchase authorizations and repurchase activity of our Class A common stock through March 31, 2025, unless otherwise noted: