Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 24, 2020 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-32877 | |
Entity Registrant Name | Mastercard Incorporated | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 13-4172551 | |
Entity Address, Address Line One | 2000 Purchase Street | |
Entity Address, Postal Zip Code | 10577 | |
Entity Address, City or Town | Purchase, | |
Entity Address, State or Province | NY | |
City Area Code | 914 | |
Local Phone Number | 249-2000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001141391 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Class A Common Stock | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | MA | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 993,040,739 | |
Class B Common Stock | ||
Entity Common Stock, Shares Outstanding | 10,699,604 | |
1.1% Notes due 2022 | ||
Title of 12(b) Security | 1.1% Notes due 2022 | |
Trading Symbol | MA22 | |
Security Exchange Name | NYSE | |
2.1% Notes due 2027 | ||
Title of 12(b) Security | 2.1% Notes due 2027 | |
Trading Symbol | MA27 | |
Security Exchange Name | NYSE | |
2.5% Notes due 2030 | ||
Title of 12(b) Security | 2.5% Notes due 2030 | |
Trading Symbol | MA30 | |
Security Exchange Name | NYSE |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Net Revenue | $ 4,009 | $ 3,889 |
Operating Expenses | ||
General and administrative | 1,494 | 1,367 |
Advertising and marketing | 154 | 192 |
Depreciation and amortization | 144 | 117 |
Provision for litigation | 6 | 0 |
Total operating expenses | 1,798 | 1,676 |
Operating income | 2,211 | 2,213 |
Other Income (Expense) | ||
Investment income | 16 | 27 |
Gains (losses) on equity investments, net | (174) | 5 |
Interest expense | (69) | (46) |
Other income (expense), net | 3 | 4 |
Total other income (expense) | (224) | (10) |
Income before income taxes | 1,987 | 2,203 |
Income tax expense | 294 | 341 |
Net Income | $ 1,693 | $ 1,862 |
Basic Earnings per Share | $ 1.68 | $ 1.81 |
Basic weighted-average shares outstanding | 1,005 | 1,026 |
Diluted Earnings per Share | $ 1.68 | $ 1.80 |
Diluted weighted-average shares outstanding | 1,010 | 1,032 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net Income | $ 1,693 | $ 1,862 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | (281) | 11 |
Income tax effect | 14 | 3 |
Foreign currency translation adjustments, net of income tax effect | (267) | 14 |
Translation adjustments on net investment hedge | 20 | 36 |
Income tax effect | (4) | (8) |
Translation adjustments on net investment hedge, net of income tax effect | 16 | 28 |
Cash flow hedges | (189) | 0 |
Income tax effect | (39) | 0 |
Cash flow hedges, net of income tax effect | (150) | 0 |
Investment securities available-for-sale | (7) | 4 |
Income tax effect | 2 | (1) |
Investment securities available-for-sale, net of income tax effect | (5) | 3 |
Other comprehensive income (loss), net of tax | (406) | 45 |
Comprehensive Income | $ 1,287 | $ 1,907 |
Consolidated Balance Sheet
Consolidated Balance Sheet - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Cash and cash equivalents | $ 10,207 | $ 6,988 |
Restricted cash for litigation settlement | 587 | 584 |
Investments | 477 | 688 |
Accounts receivable | 2,441 | 2,514 |
Settlement due from customers | 1,164 | 2,995 |
Restricted security deposits held for customers | 1,518 | 1,370 |
Prepaid expenses and other current assets | 1,729 | 1,763 |
Total current assets | 18,123 | 16,902 |
Property, equipment and right-of-use assets, net of accumulated depreciation and amortization of $1,165 and $1,100, respectively | 1,901 | 1,828 |
Deferred income taxes | 550 | 543 |
Goodwill | 4,070 | 4,021 |
Other intangible assets, net of accumulated amortization of $1,312 and $1,296, respectively | 1,447 | 1,417 |
Other assets | 4,557 | 4,525 |
Total Assets | 30,648 | 29,236 |
Liabilities, Redeemable Non-controlling Interests and Equity | ||
Accounts payable | 371 | 489 |
Settlement due to customers | 1,149 | 2,714 |
Restricted security deposits held for customers | 1,518 | 1,370 |
Accrued litigation | 852 | 914 |
Accrued expenses | 4,676 | 5,489 |
Other current liabilities | 1,146 | 928 |
Total current liabilities | 9,712 | 11,904 |
Long-term debt | 12,466 | 8,527 |
Deferred income taxes | 82 | 85 |
Other liabilities | 2,890 | 2,729 |
Total Liabilities | 25,150 | 23,245 |
Commitments and Contingencies | ||
Redeemable Non-controlling Interests | 75 | 74 |
Stockholders’ Equity | ||
Additional paid-in-capital | 4,735 | 4,787 |
Class A treasury stock, at cost, 399 and 395 shares, respectively | (33,531) | (32,205) |
Retained earnings | 35,273 | 33,984 |
Accumulated other comprehensive income (loss) | (1,079) | (673) |
Mastercard Incorporated Stockholders' Equity | 5,398 | 5,893 |
Non-controlling interests | 25 | 24 |
Total Equity | 5,423 | 5,917 |
Total Liabilities, Redeemable Non-controlling Interests and Equity | 30,648 | 29,236 |
Class A Common Stock | ||
Stockholders’ Equity | ||
Common stock | 0 | 0 |
Class B Common Stock | ||
Stockholders’ Equity | ||
Common stock | $ 0 | $ 0 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Property, plant and equipment, accumulated depreciation and amortization | $ 1,165 | $ 1,100 |
Other intangible assets, accumulated amortization | $ 1,312 | $ 1,296 |
Class A treasury stock, shares | 399,000,000 | 395,000,000 |
Class A Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 3,000,000,000 | 3,000,000,000 |
Common stock, issued | 1,392,000,000 | 1,391,000,000 |
Common stock, outstanding | 993,000,000 | 996,000,000 |
Class B Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 1,200,000,000 | 1,200,000,000 |
Common stock, issued | 11,000,000 | 11,000,000 |
Common stock, outstanding | 11,000,000 | 11,000,000 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Equity - USD ($) $ in Millions | Total | Common StockClass A | Common StockClass B | Additional Paid-In Capital | Class A Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Mastercard Incorporated Stockholders’ Equity | Non- Controlling Interests |
Balance at beginning of period at Dec. 31, 2018 | $ 5,418 | $ 0 | $ 0 | $ 4,580 | $ (25,750) | $ 27,283 | $ (718) | $ 5,395 | $ 23 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 1,862 | 1,862 | 1,862 | ||||||
Activity related to non-controlling interests | (1) | (1) | |||||||
Redeemable non-controlling interest adjustments | (2) | (2) | (2) | ||||||
Other comprehensive income (loss) | 45 | 45 | 45 | ||||||
Dividends | (337) | (337) | (337) | ||||||
Purchases of treasury stock | (1,790) | (1,790) | (1,790) | ||||||
Share-based payments | (5) | (11) | 6 | (5) | |||||
Balance at end of period at Mar. 31, 2019 | 5,190 | 0 | 0 | 4,569 | (27,534) | 28,806 | (673) | 5,168 | 22 |
Balance at beginning of period at Dec. 31, 2019 | 5,917 | 0 | 0 | 4,787 | (32,205) | 33,984 | (673) | 5,893 | 24 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 1,693 | 1,693 | 1,693 | ||||||
Activity related to non-controlling interests | 1 | 1 | |||||||
Redeemable non-controlling interest adjustments | (2) | (2) | (2) | ||||||
Other comprehensive income (loss) | (406) | (406) | (406) | ||||||
Dividends | (402) | (402) | (402) | ||||||
Purchases of treasury stock | (1,330) | (1,330) | (1,330) | ||||||
Share-based payments | (48) | (52) | 4 | (48) | |||||
Balance at end of period at Mar. 31, 2020 | $ 5,423 | $ 0 | $ 0 | $ 4,735 | $ (33,531) | $ 35,273 | $ (1,079) | $ 5,398 | $ 25 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating Activities | ||
Net income | $ 1,693 | $ 1,862 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Amortization of customer and merchant incentives | 237 | 345 |
Depreciation and amortization | 144 | 117 |
(Gains) losses on equity investments, net | 174 | 5 |
Share-based compensation | 52 | 57 |
Deferred income taxes | 26 | 38 |
Other | 20 | 1 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3) | (320) |
Settlement due from customers | 1,831 | 1,026 |
Prepaid expenses | (331) | (497) |
Accrued litigation and legal settlements | (62) | 1 |
Restricted security deposits held for customers | 148 | (35) |
Accounts payable | (102) | (22) |
Settlement due to customers | (1,564) | (1,000) |
Accrued expenses | (622) | (483) |
Net change in other assets and liabilities | 218 | 217 |
Net cash provided by operating activities | 1,859 | 1,312 |
Investing Activities | ||
Purchases of investment securities available-for-sale | (74) | (305) |
Purchases of investments held-to-maturity | (45) | (99) |
Proceeds from sales of investment securities available-for-sale | 179 | 476 |
Proceeds from maturities of investment securities available-for-sale | 64 | 139 |
Proceeds from maturities of investments held-to-maturity | 65 | 155 |
Purchases of property and equipment | (131) | (83) |
Capitalized software | (78) | (59) |
Purchases of equity investments | (135) | 0 |
Settlement of interest rate derivative contracts | (175) | 0 |
Other investing activities | (177) | (11) |
Net cash (used in) provided by investing activities | (507) | 213 |
Financing Activities | ||
Purchases of treasury stock | (1,383) | (1,824) |
Dividends paid | (403) | (340) |
Proceeds from debt, net | 3,959 | 0 |
Tax withholdings related to share-based payments | (131) | (116) |
Cash proceeds from exercise of stock options | 31 | 54 |
Other financing activities | 27 | 3 |
Net cash provided by (used in) financing activities | 2,100 | (2,223) |
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents | (88) | (54) |
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents | 3,364 | (752) |
Cash, cash equivalents, restricted cash and restricted cash equivalents - beginning of period | 8,969 | 8,337 |
Cash, cash equivalents, restricted cash and restricted cash equivalents - end of period | $ 12,333 | $ 7,585 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Organization Mastercard Incorporated and its consolidated subsidiaries, including Mastercard International Incorporated (“Mastercard International” and together with Mastercard Incorporated, “Mastercard” or the “Company”), is a technology company in the global payments industry that connects consumers, financial institutions, merchants, governments, digital partners, businesses and other organizations worldwide, enabling them to use electronic forms of payment instead of cash and checks. Consolidation and Basis of Presentation The consolidated financial statements include the accounts of Mastercard and its majority-owned and controlled entities, including any variable interest entities (“VIEs”) for which the Company is the primary beneficiary. Investments in VIEs for which the Company is not considered the primary beneficiary are not consolidated and are accounted for as equity method or measurement alternative method investments and recorded in other assets on the consolidated balance sheet. At March 31, 2020 and December 31, 2019 , there were no significant VIEs which required consolidation and the investments were not considered material to the consolidated financial statements. The Company consolidates acquisitions as of the date in which the Company has obtained a controlling financial interest. Intercompany transactions and balances have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the 2020 presentation. The Company follows accounting principles generally accepted in the United States of America (“GAAP”). The balance sheet as of December 31, 2019 was derived from the audited consolidated financial statements as of December 31, 2019 . The consolidated financial statements for the three months ended March 31, 2020 and 2019 and as of March 31, 2020 are unaudited, and in the opinion of management, include all normal recurring adjustments that are necessary to present fairly the results for interim periods. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the full year. The accompanying unaudited consolidated financial statements are presented in accordance with the U.S. Securities and Exchange Commission (“SEC”) requirements for Quarterly Reports on Form 10-Q. Reference should be made to the Mastercard Incorporated Annual Report on Form 10-K for the year ended December 31, 2019 for additional disclosures, including a summary of the Company’s significant accounting policies. Use of estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. These financial statements were prepared using information reasonably available as of March 31, 2020 and through the date of this Report. The accounting estimates used in the preparation of the Company’s consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Actual results may differ from these estimates due to the uncertainty around the magnitude and duration of the COVID-19 pandemic, as well as other factors. For the three months ended March 31, 2020 and 2019 , net losses from non-controlling interests were not material and, as a result, amounts are included in the consolidated statement of operations within other income (expense). Accounting pronouncements not yet adopted Simplifying the accounting for income taxes - In December 2019, the Financial Accounting Standards Board (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. The guidance is effective for periods beginning after December 15, 2020. The Company expects to adopt this guidance effective January 1, 2021 and is in the process of evaluating the potential effects this will have on its consolidated financial statements. Reference Rate Reform |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combination Disclosure | Acquisitions In 2019 , the Company acquired several businesses in separate transactions for total consideration of $1.5 billion . As of March 31, 2020 , the Company has finalized the purchase accounting for certain businesses acquired during 2019 for total consideration of $783 million . For the final and preliminary estimated fair values of the purchase price allocations, as of the acquisition dates, refer to Note 2 (Acquisitions) to the consolidated financial statements included in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 . 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 $3.16 billion as of March 31, 2020 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The Company’s disaggregated net revenue by source and geographic region were as follows: Three Months Ended March 31, 2020 2019 (in millions) Revenue by source: Domestic assessments $ 1,683 $ 1,605 Cross-border volume fees 1,217 1,263 Transaction processing 2,200 1,922 Other revenues 1,062 842 Gross revenue 6,162 5,632 Rebates and incentives (contra-revenue) (2,153 ) (1,743 ) Net revenue $ 4,009 $ 3,889 Net revenue by geographic region: North American Markets $ 1,334 $ 1,347 International Markets 2,633 2,506 Other 1 42 36 Net revenue $ 4,009 $ 3,889 1 Includes revenues managed by corporate functions. Receivables from contracts with customers of $2.3 billion at both March 31, 2020 and December 31, 2019 are recorded within accounts receivable on the consolidated balance sheet. The Company’s customers are generally billed weekly, however the frequency is dependent upon the nature of the performance obligation and the underlying contractual terms. The Company does not typically offer extended payment terms to customers. Contract assets are included in prepaid expenses and other current assets and other assets on the consolidated balance sheet at March 31, 2020 in the amounts of $52 million and $162 million , respectively. The comparable amounts included in prepaid expenses and other current assets and other assets at December 31, 2019 were $48 million and $152 million , respectively. Deferred revenue is included in other current liabilities and other liabilities on the consolidated balance sheet at March 31, 2020 in the amounts of $384 million and $161 million , respectively. The comparable amounts included in other current liabilities and other liabilities at December 31, 2019 were $238 million and $106 million , respectively. Revenue recognized from performance obligations satisfied during the three months ended March 31, 2020 and 2019 was $189 million and $185 million , respectively. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The components of basic and diluted earnings per share (“EPS”) for common shares were as follows: Three Months Ended March 31, 2020 2019 (in millions, except per share data) Numerator Net income $ 1,693 $ 1,862 Denominator Basic weighted-average shares outstanding 1,005 1,026 Dilutive stock options and stock units 5 6 Diluted weighted-average shares outstanding 1 1,010 1,032 Earnings per Share Basic $ 1.68 $ 1.81 Diluted $ 1.68 $ 1.80 1 For the periods presented, the calculation of diluted EPS excluded a minimal amount of anti-dilutive share-based payment awards. |
Cash, Cash Equivalents, Restric
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 3 Months Ended |
Mar. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents The following table provides a reconciliation of cash, cash equivalents, restricted cash and restricted cash equivalents reported on the consolidated balance sheet that total to the amounts shown on the consolidated statement of cash flows. December 31, 2019 2018 (in millions) Cash and cash equivalents $ 6,988 $ 6,682 Restricted cash and restricted cash equivalents Restricted cash for litigation settlement 584 553 Restricted security deposits held for customers 1,370 1,080 Prepaid expenses and other current assets 27 22 Cash, cash equivalents, restricted cash and restricted cash equivalents - beginning of period $ 8,969 $ 8,337 March 31, 2020 2019 (in millions) Cash and cash equivalents $ 10,207 $ 5,857 Restricted cash and restricted cash equivalents Restricted cash for litigation settlement 587 662 Restricted security deposits held for customers 1,518 1,044 Prepaid expenses and other current assets 21 22 Cash, cash equivalents, restricted cash and restricted cash equivalents - end of period $ 12,333 $ 7,585 |
Investments
Investments | 3 Months Ended |
Mar. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments The Company’s investments on the consolidated balance sheet include both available-for-sale and held-to-maturity securities (see Investments section below). The Company classifies its investments in equity securities of publicly traded and privately held companies within other assets on the consolidated balance sheet (see Equity Investments section below). Investments Investments on the consolidated balance sheet consisted of the following: March 31, December 31, (in millions) Available-for-sale securities $ 414 $ 591 Held-to-maturity securities 63 97 Total investments $ 477 $ 688 Available-for-Sale-Securities The major classes of the Company’s available-for-sale investment securities and their respective amortized cost basis and fair values were as follows: March 31, 2020 December 31, 2019 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value (in millions) Municipal securities $ 18 $ — $ — $ 18 $ 15 $ — $ — $ 15 Government and agency securities 18 — — 18 108 — — 108 Corporate securities 315 — (5 ) 310 381 1 — 382 Asset-backed securities 68 — — 68 85 1 — 86 Total $ 419 $ — $ (5 ) $ 414 $ 589 $ 2 $ — $ 591 The Company’s available-for-sale investment securities held at March 31, 2020 and December 31, 2019 primarily carried a credit rating of A- or better with unrealized gains and losses recorded as a separate component of other comprehensive income (loss) on the consolidated statement of comprehensive income. The municipal securities are comprised of state tax-exempt bonds and are diversified across states and sectors. Government and agency securities include U.S. government bonds, U.S. government sponsored agency bonds and foreign government bonds with similar credit quality to that of the U.S. government bonds. Corporate securities are comprised of commercial paper and corporate bonds. The asset-backed securities are investments in bonds which are collateralized primarily by automobile loan receivables. The maturity distribution based on the contractual terms of the Company’s investment securities at March 31, 2020 was as follows: Available-For-Sale Amortized Cost Fair Value (in millions) Due within 1 year $ 105 $ 105 Due after 1 year through 5 years 314 309 Total $ 419 $ 414 Investment income on the consolidated statement of operations primarily consists of interest income generated from cash, cash equivalents, time deposits, and realized gains and losses on the Company’s debt securities. The realized gains and losses from the sales of available-for-sale securities for the three months ended March 31, 2020 and 2019 were not significant. Held-to-Maturity Securities The Company classifies time deposits with maturities greater than three months but less than one year as held-to-maturity. Time deposits are carried at amortized cost on the consolidated balance sheet and are intended to be held until maturity. The cost of these securities approximates fair value. Equity Investments Included in other assets on the consolidated balance sheet are equity investments with readily determinable fair values (“Marketable securities”) and equity investments without readily determinable fair values (“Nonmarketable securities”). Marketable securities are publicly traded companies and are measured using unadjusted quoted prices in their respective active markets. Nonmarketable securities that do not qualify for equity method accounting are measured at cost, less any impairment and adjusted for changes resulting from observable price changes in orderly transactions for the identical or similar investments of the same issuer (“measurement alternative”). The following table is a summary of the activity related to the Company’s equity investments: Balance at December 31, 2019 Purchases (Sales), net Changes in Fair Value 1 Other 2 Balance at March 31, 2020 (in millions) Marketable securities $ 479 $ — $ (177 ) $ (20 ) $ 282 Nonmarketable securities 435 137 3 13 588 Total equity investments $ 914 $ 137 $ (174 ) $ (7 ) $ 870 1 Recorded in gains (losses) on equity investments, net on the consolidated statement of operations 2 Includes the translational impact of currency At March 31, 2020 , the total carrying value of Nonmarketable securities included $464 million of measurement alternative investments and $124 million of equity method investments. At December 31, 2019 , the total carrying value of Nonmarketable securities included $317 million of measurement alternative investments and $118 million of equity method investments. Cumulative impairments and downward fair value adjustments on measurement alternative investments were $11 million and cumulative upward fair value adjustments were $68 million as of March 31, 2020 . |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company classifies its fair value measurements of financial instruments into a three-level hierarchy (the “Valuation Hierarchy”). Financial instruments are categorized for fair value measurement purposes as recurring or non-recurring in nature. There were no transfers made among the three levels in the Valuation Hierarchy for the three months ended March 31, 2020 . Financial Instruments - Recurring Measurements The distribution of the Company’s financial instruments measured at fair value on a recurring basis within the Valuation Hierarchy were as follows: March 31, 2020 December 31, 2019 Quoted Prices Significant Significant Total Quoted Prices Significant Significant Total (in millions) Assets Investment securities available for sale 1 : Municipal securities $ — $ 18 $ — $ 18 $ — $ 15 $ — $ 15 Government and agency securities — 18 — 18 66 42 — 108 Corporate securities — 310 — 310 — 382 — 382 Asset-backed securities — 68 — 68 — 86 — 86 Derivative instruments 2 : Foreign exchange contracts — 87 — 87 — 12 — 12 Interest rate contracts — — — — — 14 — 14 Marketable securities 3 : Equity securities 282 — — 282 479 — — 479 Deferred compensation plan 4 : Deferred compensation assets 53 — — 53 67 — — 67 Liabilities Derivative instruments 2 : Foreign exchange derivative liabilities $ — $ (20 ) $ — $ (20 ) $ — $ (32 ) $ — $ (32 ) Deferred compensation plan 5 : Deferred compensation liabilities (60 ) — — (60 ) (67 ) — — (67 ) 1 The Company’s U.S. government securities are classified within Level 1 of the Valuation Hierarchy as the fair values are based on unadjusted quoted prices for identical assets in active markets. The fair value of the Company’s available-for-sale municipal securities, government and agency securities, corporate securities and asset-backed securities are based on observable inputs such as quoted prices, benchmark yields and issuer spreads for similar assets in active markets and are therefore included in Level 2 of the Valuation Hierarchy. 2 The Company’s foreign exchange and interest rate derivative asset and liability contracts have been classified within Level 2 of the Valuation Hierarchy as the fair value is based on observable inputs such as broker quotes relating to foreign exchange and interest rates for similar derivative instruments. See Note 17 (Derivative and Hedging Instruments) for further details. 3 The Company’s Marketable securities are publicly held and classified within Level 1 of the Valuation Hierarchy as the fair values are based on unadjusted quoted prices in their respective active markets. 4 The Company has a nonqualified deferred compensation plan where assets are invested primarily in mutual funds held in a rabbi trust, which is restricted for payments to participants of the plan. The Company has elected to use the fair value option for these mutual funds, which are measured using quoted prices of identical instruments in active markets and are included in prepaid expenses and other current assets on the consolidated balance sheet. 5 The deferred compensation liabilities are measured at fair value based on the quoted prices of identical instruments to the investment vehicles selected by the participants. These are included in other liabilities on the consolidated balance sheet. Financial Instruments - Non-Recurring Measurements Nonmarketable Securities The Company’s Nonmarketable securities are recorded at fair value on a non-recurring basis in periods after initial recognition under the equity method or measurement alternative method. Nonmarketable securities are classified within Level 3 of the Valuation Hierarchy due to the absence of quoted market prices, the inherent lack of liquidity and unobservable inputs used to measure fair value that require management’s judgment. The Company uses discounted cash flows and market assumptions to estimate the fair value of its Nonmarketable securities when certain events or circumstances indicate that impairment may exist. See Note 6 (Investments) for further details. Debt The Company estimates the fair value of its long-term debt based on quoted market prices. These debt securities are classified as Level 2 of the Valuation Hierarchy as they are not traded in active markets. At March 31, 2020 , the carrying value and fair value of total long-term debt was $12.5 billion and $13.9 billion , respectively. At December 31, 2019 , the carrying value and fair value of long-term debt was $8.5 billion and $9.2 billion , respectively. Other Financial Instruments Certain other financial instruments are carried on the consolidated balance sheet at cost or amortized cost basis, which approximates fair value due to their short-term, highly liquid nature. These instruments include cash and cash equivalents, restricted cash, time deposits, accounts receivable, settlement due from customers, restricted security deposits held for customers, accounts payable, settlement due to customers and other accrued liabilities. |
Prepaid Expenses and Other Asse
Prepaid Expenses and Other Assets | 3 Months Ended |
Mar. 31, 2020 | |
Prepaid Expense and Other Assets [Abstract] | |
Prepaid Expenses and Other Assets | Prepaid Expenses and Other Assets Prepaid expenses and other current assets consisted of the following: March 31, December 31, (in millions) Customer and merchant incentives $ 886 $ 872 Prepaid income taxes 50 105 Other 793 786 Total prepaid expenses and other current assets $ 1,729 $ 1,763 Other assets consisted of the following: March 31, December 31, (in millions) Customer and merchant incentives $ 2,892 $ 2,838 Equity investments 870 914 Income taxes receivable 477 460 Other 318 313 Total other assets $ 4,557 $ 4,525 Customer and merchant incentives represent payments made to customers and merchants under business agreements. Costs directly related to entering into such an agreement are generally deferred and amortized over the life of the agreement. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2020 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses and Accrued Litigation | Accrued Expenses and Accrued Litigation Accrued expenses consisted of the following: March 31, December 31, (in millions) Customer and merchant incentives $ 3,674 $ 3,892 Personnel costs 323 713 Income and other taxes 205 332 Other 474 552 Total accrued expenses $ 4,676 $ 5,489 Customer and merchant incentives represent amounts to be paid to customers under business agreements. As of March 31, 2020 and December 31, 2019 , the Company’s provision for litigation was $852 million and $914 million , respectively. These amounts are not included in the accrued expenses table above and are separately reported as accrued litigation on the consolidated balance sheet. See Note 15 (Legal and Regulatory Proceedings) |
Debt (Notes)
Debt (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Debt [Abstract] | |
Debt | Debt Long-term debt consisted of the following: March 31, December 31, Effective (in millions) 2020 USD Notes 3.300 % Senior Notes due March 2027 $ 1,000 $ — 3.420 % 3.350 % Senior Notes due March 2030 1,500 — 3.390 % 3.850 % Senior Notes due March 2050 1,500 — 3.896 % 2019 USD Notes 2.950 % Senior Notes due June 2029 1,000 1,000 3.030 % 3.650 % Senior Notes due June 2049 1,000 1,000 3.689 % 2.000 % Senior Notes due March 2025 750 750 2.147 % 2018 USD Notes 3.500 % Senior Notes due February 2028 500 500 3.598 % 3.950 % Senior Notes due February 2048 500 500 3.990 % 2016 USD Notes 2.000 % Senior Notes due November 2021 650 650 2.236 % 2.950 % Senior Notes due November 2026 750 750 3.044 % 3.800 % Senior Notes due November 2046 600 600 3.893 % 2015 Euro Notes 1 1.100 % Senior Notes due December 2022 776 785 1.265 % 2.100 % Senior Notes due December 2027 886 896 2.189 % 2.500 % Senior Notes due December 2030 166 169 2.562 % 2014 USD Notes 3.375 % Senior Notes due April 2024 1,000 1,000 3.484 % 12,578 8,600 Less: Unamortized discount and debt issuance costs (112 ) (73 ) Long-term debt $ 12,466 $ 8,527 1 Relates to euro-denominated debt issuance of €1.650 billion in December 2015 In March 2020, the Company issued $1 billion principal amount of notes due March 2027, $1.5 billion principal amount of notes due March 2030 and $1.5 billion principal amount notes due March 2050 (collectively the “2020 USD Notes”). The net proceeds from the issuance of the 2020 USD Notes, after deducting the original issue discount, underwriting discount and offering expenses, were $3.959 billion . |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity The Company declared a quarterly cash dividend on its Class A and Class B Common Stock during the three months ended March 31, 2020 and 2019 . For the three months ended March 31, 2020 and 2019 , the Company declared total per share dividends of $0.40 and $0.33 , respectively, resulting in total quarterly dividends of $402 million and $337 million , respectively. The Company’s Board of Directors have approved share repurchase programs authorizing the Company to repurchase shares of its Class A Common Stock. These programs become effective after the completion of the previously authorized share repurchase program. During the first quarter of 2020, the Company temporarily suspended its 2020 share repurchase activity. The share repurchase program remains authorized by the Company’s Board of Directors and it may resume share repurchases in the future at any time. The following table summarizes the Company’s share repurchase authorizations of its Class A common stock through March 31, 2020 , as well as historical purchases: Board authorization dates December 2019 December December Date program became effective January 2020 January 2019 March Total (in millions, except average price data) Board authorization $ 8,000 $ 6,500 $ 4,000 $ 18,500 Dollar value of shares repurchased during the three months ended March 31, 2019 $ — $ 1,523 $ 301 $ 1,824 Remaining authorization at December 31, 2019 $ 8,000 $ 304 $ — $ 8,304 Dollar value of shares repurchased during the three months ended March 31, 2020 $ 1,079 $ 304 $ — $ 1,383 Remaining authorization at March 31, 2020 $ 6,921 $ — $ — $ 6,921 Shares repurchased during the three months ended March 31, 2019 — 7.1 1.6 8.7 Average price paid per share during the three months ended March 31, 2019 $ — $ 213.68 $ 188.38 $ 209.05 Shares repurchased during the three months ended March 31, 2020 3.7 1.0 — 4.7 Average price paid per share during the three months ended March 31, 2020 $ 290.86 $ 304.89 $ — $ 293.83 Cumulative shares repurchased through March 31, 2020 3.7 25.8 20.6 50.1 Cumulative average price paid per share $ 290.86 $ 251.72 $ 194.27 $ 231.02 The following table presents the changes in the Company’s outstanding Class A and Class B common stock for the three months ended March 31, 2020 : Outstanding Shares Class A Class B (in millions) Balance at December 31, 2019 996.0 11.2 Purchases of treasury stock (4.7 ) — Share-based payments 1.3 — Conversion of Class B to Class A common stock 0.4 (0.4 ) Balance at March 31, 2020 993.0 10.8 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) The changes in the balances of each component of accumulated other comprehensive income (loss), net of tax, for the three months ended March 31, 2020 and 2019 were as follows: Foreign Currency Translation Adjustments 1 Translation Adjustments on Net Investment Hedge 2 Cash Flow Hedges 3 Defined Benefit Pension and Other Postretirement Plans Investment Securities Available-for-Sale 4 Accumulated Other Comprehensive Income (Loss) (in millions) Balance at December 31, 2019 $ (638 ) $ (38 ) $ 11 $ (9 ) $ 1 $ (673 ) Other comprehensive income (loss) (267 ) 16 (150 ) — (5 ) (406 ) Balance at March 31, 2020 $ (905 ) $ (22 ) $ (139 ) $ (9 ) $ (4 ) $ (1,079 ) Balance at December 31, 2018 $ (661 ) $ (66 ) $ — $ 10 $ (1 ) $ (718 ) Other comprehensive income (loss) 14 28 — — 3 45 Balance at March 31, 2019 $ (647 ) $ (38 ) $ — $ 10 $ 2 $ (673 ) 1 During the three months ended March 31, 2020 , the increase in the accumulated other comprehensive loss related to foreign currency translation adjustments was driven primarily by the depreciation of the euro, British pound and Brazilian real. During the three months ended March 31, 2019 , the decrease in the accumulated other comprehensive loss related to foreign currency translation adjustments was driven primarily by the appreciation of the British pound. 2 The Company uses foreign currency denominated debt to hedge a portion of its net investment in foreign operations against adverse movements in exchange rates. Changes in the value of the debt are recorded in accumulated other comprehensive income (loss). During the three months ended March 31, 2020 and 2019 , the decreases in the accumulated other comprehensive loss related to the net investment hedge were driven by the depreciation of the euro. See Note 17 (Derivative and Hedging Instruments) for additional information. 3 In the fourth quarter of 2019, the Company entered into treasury rate locks which are accounted for as cash flow hedges. During the three months ended March 31, 2020 , in connection with the issuance of the 2020 USD Notes, these contracts were settled and the Company recorded a loss, net of tax, of $ 150 million in accumulated other comprehensive income (loss). The cumulative loss of $139 million will be reclassified as an adjustment to interest expense over the respective terms of the 2020 USD Notes. During the three months ended March 31, 2020 , reclassifications to interest expense were not material. See Note 17 (Derivative and Hedging Instruments) for additional information. 4 During the three months ended March 31, 2020 and 2019, gains and losses on available-for-sale investment securities, reclassified from accumulated other comprehensive income (loss) to investment income, were not material. See Note 6 (Investments) for additional information. |
Share-Based Payments
Share-Based Payments | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement, Additional Disclosure [Abstract] | |
Share-Based Payments | Share-Based Payments During the three months ended March 31, 2020 , the Company granted the following awards under the Mastercard Incorporated 2006 Long Term Incentive Plan, as amended and restated as of June 5, 2012 (the “LTIP”). The LTIP is a stockholder-approved plan that permits the grant of various types of equity awards to employees. Grants in 2020 Weighted-Average Grant-Date Fair Value (in millions) (per option/unit) Non-qualified stock options 0.4 $55 Restricted stock units 0.8 $287 Performance stock units 0.2 $291 The Company used the Black-Scholes option pricing model to determine the grant-date fair value of stock options and calculated the expected life and the expected volatility based on historical Mastercard information. The expected life of stock options granted in 2020 was estimated to be six years , while the expected volatility was determined to be 19.3% . Stock options generally vest in four equal annual installments beginning one year after the date of grant and expire ten years from the date of grant. The fair value of restricted stock units (“RSUs”) is determined and fixed on the grant date based on the Company’s Class A common stock price, adjusted for the exclusion of dividend equivalents. For awards granted on or after March 1, 2020, shares underlying the RSUs will generally vest in four equal annual installments beginning one year after the date of grant. For awards issued prior to March 1, 2020, shares underlying the RSUs will generally vest three years from the date of grant. The Company used the Monte Carlo simulation valuation model to determine the grant-date fair value of performance stock units (“PSUs”) granted. Shares underlying the PSUs will vest after three years from the date of grant. For all PSUs granted on or after March 1, 2019, shares issuable upon vesting are subject to a mandatory one-year deferral period, during which vested PSUs are eligible for dividend equivalents. Compensation expense is recorded net of estimated forfeitures over the shorter of the vesting period or the date the individual becomes eligible to retire under the LTIP. The Company uses the straight-line method of attribution over the requisite service period for expensing equity awards. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective income tax rate was 14.8% and 15.5% for the three months ended March 31, 2020 and 2019 , respectively. The lower effective income tax rate for the three months ended March 31, 2020 , versus the comparable period in 2019, was primarily due to a more favorable geographic mix of earnings and discrete benefits related to share-based payments, partially offset by a prior year discrete benefit related to a reduction to the Company’s transition tax liability. The Company is subject to tax in the United States, Belgium, Singapore, the United Kingdom and various other foreign jurisdictions, as well as state and local jurisdictions. Uncertain tax positions are reviewed on an ongoing basis and are adjusted after considering facts and circumstances, including progress of tax audits, developments in case law and closing of statutes of limitation. Within the next twelve months, the Company believes that the resolution of certain federal, foreign and state and local examinations is reasonably possible and that a change in estimate, reducing unrecognized tax benefits, may occur. While such a change may be significant, it is not possible to provide a range of the potential change until the examinations progress further or the related statutes of limitation expire. The Company has effectively settled its U.S. federal income tax obligations through 2011. With limited exception, the Company is no longer subject to state and local or foreign examinations by tax authorities for years before 2010. |
Legal and Regulatory Proceeding
Legal and Regulatory Proceedings | 3 Months Ended |
Mar. 31, 2020 | |
Legal and Regulatory Proceedings [Abstract] | |
Legal and Regulatory Proceedings | Legal and Regulatory Proceedings Mastercard is a party to legal and regulatory proceedings with respect to a variety of matters in the ordinary course of business. Some of these proceedings are based on complex claims involving substantial uncertainties and unascertainable damages. Accordingly, except as discussed below, it is not possible to determine the probability of loss or estimate damages, and therefore, Mastercard has not established reserves for any of these proceedings. When the Company determines that a loss is both probable and reasonably estimable, Mastercard records a liability and discloses the amount of the liability if it is material. When a material loss contingency is only reasonably possible, Mastercard does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can be made. Unless otherwise stated below with respect to these matters, Mastercard cannot provide an estimate of the possible loss or range of loss based on one or more of the following reasons: (1) actual or potential plaintiffs have not claimed an amount of monetary damages or the amounts are unsupportable or exaggerated, (2) the matters are in early stages, (3) there is uncertainty as to the outcome of pending appeals or motions, (4) there are significant factual issues to be resolved, (5) the existence in many such proceedings of multiple defendants or potential defendants whose share of any potential financial responsibility has yet to be determined and/or (6) there are novel legal issues presented. Furthermore, except as identified with respect to the matters below, Mastercard does not believe that the outcome of any individual existing legal or regulatory proceeding to which it is a party will have a material adverse effect on its results of operations, financial condition or overall business. However, an adverse judgment or other outcome or settlement with respect to any proceedings discussed below could result in fines or payments by Mastercard and/or could require Mastercard to change its business practices. In addition, an adverse outcome in a regulatory proceeding could lead to the filing of civil damage claims and possibly result in significant damage awards. Any of these events could have a material adverse effect on Mastercard’s results of operations, financial condition and overall business. Interchange Litigation and Regulatory Proceedings Mastercard’s interchange fees and other practices are subject to regulatory, legal review and/or challenges in a number of jurisdictions, including the proceedings described below. When taken as a whole, the resulting decisions, regulations and legislation with respect to interchange fees and acceptance practices may have a material adverse effect on the Company’s prospects for future growth and its overall results of operations, financial position and cash flows. United States. In June 2005, the first of a series of complaints were filed on behalf of merchants (the majority of the complaints were styled as class actions, although a few complaints were filed on behalf of individual merchant plaintiffs) against Mastercard International, Visa U.S.A., Inc., Visa International Service Association and a number of financial institutions. Taken together, the claims in the complaints were generally brought under both Sections 1 and 2 of the Sherman Act, which prohibit monopolization and attempts or conspiracies to monopolize a particular industry, and some of these complaints contain unfair competition law claims under state law. The complaints allege, among other things, that Mastercard, Visa, and certain financial institutions conspired to set the price of interchange fees, enacted point of sale acceptance rules (including the no surcharge rule) in violation of antitrust laws and engaged in unlawful tying and bundling of certain products and services. The cases were consolidated for pre-trial proceedings in the U.S. District Court for the Eastern District of New York in MDL No. 1720. The plaintiffs filed a consolidated class action complaint that seeks treble damages. In July 2006, the group of purported merchant class plaintiffs filed a supplemental complaint alleging that Mastercard’s initial public offering of its Class A Common Stock in May 2006 (the “IPO”) and certain purported agreements entered into between Mastercard and financial institutions in connection with the IPO: (1) violate U.S. antitrust laws and (2) constituted a fraudulent conveyance because the financial institutions allegedly attempted to release, without adequate consideration, Mastercard’s right to assess them for Mastercard’s litigation liabilities. The class plaintiffs sought treble damages and injunctive relief including, but not limited to, an order reversing and unwinding the IPO. In February 2011, Mastercard and Mastercard International entered into each of: (1) an omnibus judgment sharing and settlement sharing agreement with Visa Inc., Visa U.S.A. Inc. and Visa International Service Association and a number of financial institutions; and (2) a Mastercard settlement and judgment sharing agreement with a number of financial institutions. The agreements provide for the apportionment of certain costs and liabilities which Mastercard, the Visa parties and the financial institutions may incur, jointly and/or severally, in the event of an adverse judgment or settlement of one or all of the cases in the merchant litigations. Among a number of scenarios addressed by the agreements, in the event of a global settlement involving the Visa parties, the financial institutions and Mastercard, Mastercard would pay 12% of the monetary portion of the settlement. In the event of a settlement involving only Mastercard and the financial institutions with respect to their issuance of Mastercard cards, Mastercard would pay 36% of the monetary portion of such settlement. In October 2012, the parties entered into a definitive settlement agreement with respect to the merchant class litigation (including with respect to the claims related to the IPO) and the defendants separately entered into a settlement agreement with the individual merchant plaintiffs. The settlements included cash payments that were apportioned among the defendants pursuant to the omnibus judgment sharing and settlement sharing agreement described above. Mastercard also agreed to provide class members with a short-term reduction in default credit interchange rates and to modify certain of its business practices, including its “no surcharge” rule. The court granted final approval of the settlement in December 2013, and objectors to the settlement appealed that decision to the U.S. Court of Appeals for the Second Circuit. In June 2016, the court of appeals vacated the class action certification, reversed the settlement approval and sent the case back to the district court for further proceedings. The court of appeals’ ruling was based primarily on whether the merchants were adequately represented by counsel in the settlement. As a result of the appellate court ruling, the district court divided the merchants’ claims into two separate classes - monetary damages claims (the “Damages Class”) and claims seeking changes to business practices (the “Rules Relief Class”). The court appointed separate counsel for each class. In September 2018, the parties to the Damages Class litigation entered into a class settlement agreement to resolve the Damages Class claims. Mastercard increased its reserve by $237 million during 2018 to reflect both its expected financial obligation under the Damages Class settlement agreement and the filed and anticipated opt-out merchant cases. The time period during which Damages Class members were permitted to opt out of the class settlement agreement ended in July 2019 with merchants representing slightly more than 25% of the Damages Class interchange volume choosing to opt out of the settlement. The district court granted final approval of the settlement in December 2019. The district court’s settlement approval order has been appealed. Mastercard has commenced settlement negotiations with a number of the opt-out merchants and has reached settlements and/or agreements in principle to settle a number of these claims. The Damages Class settlement agreement does not relate to the Rules Relief Class claims. Separate settlement negotiations with the Rules Relief Class are ongoing. As of March 31, 2020 and December 31, 2019 , Mastercard had accrued a liability of $852 million and $914 million , respectively, as a reserve for both the Damages Class litigation and the opt-out merchant cases. As of March 31, 2020 and December 31, 2019 , Mastercard had $587 million and $584 million , respectively, in a qualified cash settlement fund related to the Damages Class litigation and classified as restricted cash on its consolidated balance sheet. The reserve as of March 31, 2020 for both the Damages Class litigation and the opt-out merchants represents Mastercard’s best estimate of its probable liabilities in these matters. The portion of the accrued liability relating to both the opt-out merchants and the Damages Class litigation settlement does not represent an estimate of a loss, if any, if the matters were litigated to a final outcome. Mastercard cannot estimate the potential liability if that were to occur. Canada. In December 2010, a proposed class action complaint was commenced against Mastercard in Quebec on behalf of Canadian merchants. The suit essentially repeated the allegations and arguments of a previously filed application by the Canadian Competition Bureau to the Canadian Competition Tribunal (dismissed in Mastercard’s favor) concerning certain Mastercard rules related to point-of-sale acceptance, including the “honor all cards” and “no surcharge” rules. The Quebec suit sought compensatory and punitive damages in unspecified amounts, as well as injunctive relief. In the first half of 2011, additional purported class action lawsuits were commenced in British Columbia and Ontario against Mastercard, Visa and a number of large Canadian financial institutions. The British Columbia suit sought compensatory damages in unspecified amounts, and the Ontario suit sought compensatory damages of $5 billion on the basis of alleged conspiracy and various alleged breaches of the Canadian Competition Act. Additional purported class action complaints were commenced in Saskatchewan and Alberta with claims that largely mirror those in the other suits. In June 2017, Mastercard entered into a class settlement agreement to resolve all of the Canadian class action litigation. The settlement, which requires Mastercard to make a cash payment and modify its “no surcharge” rule, has received court approval in each Canadian province. Objectors to the settlement have sought to appeal the approval orders. Certain appellate courts have rejected the objectors’ appeals, while outstanding appeals remain in a few provinces. Europe. Since May 2012, a number of United Kingdom (“U.K.”) retailers filed claims or threatened litigation against Mastercard seeking damages for alleged anti-competitive conduct with respect to Mastercard’s cross-border interchange fees and its U.K. and Ireland domestic interchange fees (the “U.K. Merchant claimants”). In addition, Mastercard, has faced similar filed or threatened litigation by merchants with respect to interchange rates in other countries in Europe (the “Pan-European Merchant claimants”). In aggregate, the alleged damages claims from the U.K. and Pan-European Merchant claimants were in the amount of approximately £3 billion (approximately $4 billion as of March 31, 2020 ). Mastercard has resolved over £2 billion (approximately $3 billion as of March 31, 2020 ) of these damages claims through settlement or judgment. As detailed below, Mastercard continues to litigate with the remaining U.K. and Pan-European Merchant claimants and it has submitted statements of defense disputing liability and damages claims. In January 2017, Mastercard received a liability judgment in its favor on all significant matters in a separate action brought by ten of the U.K. Merchant claimants. Three of the U.K. Merchant claimants appealed the judgment, and these appeals were combined with Mastercard’s appeal of a 2016 judgment in favor of one U.K. merchant. In July 2018, the U.K. appellate court ruled against both Mastercard and Visa on two of the three legal issues being considered, concluding that U.K. interchange rates restricted competition and that they were not objectively necessary for the payment networks. The appellate court sent the cases back to trial for reconsideration on the remaining issue concerning the “lawful” level of interchange. The U.K. Supreme Court granted the parties permission to appeal the appellate court’s rulings and oral argument on the appeals was heard in January 2020. Mastercard expects the litigation process to be delayed pending the decision of the U.K. Supreme Court on the appeals. In September 2016, a proposed collective action was filed in the United Kingdom on behalf of U.K. consumers seeking damages for intra-EEA and domestic U.K. interchange fees that were allegedly passed on to consumers by merchants between 1992 and 2008. The complaint, which seeks to leverage the European Commission’s 2007 decision on intra-EEA interchange fees, claims damages in an amount that exceeds £14 billion (approximately $17 billion as of March 31, 2020 ). In July 2017, the trial court denied the plaintiffs’ application for the case to proceed as a collective action. In April 2019, the U.K. appellate court granted the plaintiffs’ appeal of the trial court’s decision and sent the case back to the trial court for a re-hearing on the plaintiffs’ collective action application. Mastercard has been granted permission to appeal the appellate court ruling to the U.K. Supreme Court and oral argument on that appeal is scheduled to occur in May 2020. ATM Non-Discrimination Rule Surcharge Complaints In October 2011, a trade association of independent Automated Teller Machine (“ATM”) operators and 13 independent ATM operators filed a complaint styled as a class action lawsuit in the U.S. District Court for the District of Columbia against both Mastercard and Visa (the “ATM Operators Complaint”). Plaintiffs seek to represent a class of non-bank operators of ATM terminals that operate in the United States with the discretion to determine the price of the ATM access fee for the terminals they operate. Plaintiffs allege that Mastercard and Visa have violated Section 1 of the Sherman Act by imposing rules that require ATM operators to charge non-discriminatory ATM surcharges for transactions processed over Mastercard’s and Visa’s respective networks that are not greater than the surcharge for transactions over other networks accepted at the same ATM. Plaintiffs seek both injunctive and monetary relief equal to treble the damages they claim to have sustained as a result of the alleged violations and their costs of suit, including attorneys’ fees. Subsequently, multiple related complaints were filed in the U.S. District Court for the District of Columbia alleging both federal antitrust and multiple state unfair competition, consumer protection and common law claims against Mastercard and Visa on behalf of putative classes of users of ATM services (the “ATM Consumer Complaints”). The claims in these actions largely mirror the allegations made in the ATM Operators Complaint, although these complaints seek damages on behalf of consumers of ATM services who pay allegedly inflated ATM fees at both bank and non-bank ATM operators as a result of the defendants’ ATM rules. Plaintiffs seek both injunctive and monetary relief equal to treble the damages they claim to have sustained as a result of the alleged violations and their costs of suit, including attorneys’ fees. In January 2012, the plaintiffs in the ATM Operators Complaint and the ATM Consumer Complaints filed amended class action complaints that largely mirror their prior complaints. In February 2013, the district court granted Mastercard’s motion to dismiss the complaints for failure to state a claim. On appeal, the Court of Appeals reversed the district court’s order in August 2015 and sent the case back for further proceedings. In September 2019, the plaintiffs filed their motions for class certification in which the plaintiffs, in aggregate, allege over $1 billion in damages against all of the defendants. Mastercard intends to vigorously defend against both the plaintiffs’ liability and damages claims and to oppose class certification. Mastercard expects briefing on class certification to be completed in the second quarter of 2020. U.S. Liability Shift Litigation In March 2016, a proposed U.S. merchant class action complaint was filed in federal court in California alleging that Mastercard, Visa, American Express and Discover (the “Network Defendants”), EMVCo, and a number of issuing banks (the “Bank Defendants”) engaged in a conspiracy to shift fraud liability for card present transactions from issuing banks to merchants not yet in compliance with the standards for EMV chip cards in the United States (the “EMV Liability Shift”), in violation of the Sherman Act and California law. Plaintiffs allege damages equal to the value of all chargebacks for which class members became liable as a result of the EMV Liability Shift on October 1, 2015. The plaintiffs seek treble damages, attorney’s fees and costs and an injunction against future violations of governing law, and the defendants have filed a motion to dismiss. In September 2016, the court denied the Network Defendants’ motion to dismiss the complaint, but granted such a motion for EMVCo and the Bank Defendants. In May 2017, the court transferred the case to New York so that discovery could be coordinated with the U.S. merchant class interchange litigation described above. The plaintiffs have filed a renewed motion for class certification, following the district court’s denial of their initial motion. Telephone Consumer Protection Class Action Mastercard is a defendant in a Telephone Consumer Protection Act (“TCPA”) class action pending in Florida. The plaintiffs are individuals and businesses who allege that approximately 381,000 unsolicited faxes were sent to them advertising a Mastercard co-brand card issued by First Arkansas Bank (“FAB”). The TCPA provides for uncapped statutory damages of $500 per fax. Mastercard has asserted various defenses to the claims, and has notified FAB of an indemnity claim that it has (which FAB has disputed). In June 2018, the court granted Mastercard’s motion to stay the proceedings until the Federal Communications Commission makes a decision on the application of the TCPA to online fax services. In December 2019, the FCC issued a declaratory ruling clarifying that the TCPA does not apply to faxes sent to online fax services that are received via e-mail. As a result of the ruling, the stay of the litigation was lifted in January 2020. |
Settlement and Other Risk Manag
Settlement and Other Risk Management | 3 Months Ended |
Mar. 31, 2020 | |
Settlement and Other Risk Management [Abstract] | |
Settlement and Other Risk Management | Settlement and Other Risk Management Mastercard’s rules guarantee the settlement of many of the transactions between its customers (“settlement risk”). Settlement exposure is the settlement risk to customers under Mastercard’s rules due to the difference in timing between the payment transaction date and subsequent settlement. While the term and amount of the guarantee are unlimited, the duration of settlement exposure is short term and typically limited to a few days. Gross settlement exposure is estimated using the average daily payment volume during the three months prior to period end multiplied by the estimated number of days of exposure. The Company has global risk management policies and procedures, which include risk standards, to provide a framework for managing the Company’s settlement risk and exposure. In the event of a failed customer, Mastercard may pursue one or more remedies available under the Company’s rules to recover potential losses. Historically, the Company has experienced a low level of losses from customer failures. As part of its policies, Mastercard requires certain customers that are not in compliance with the Company’s risk standards to post collateral, such as cash, letters of credit, or guarantees. This requirement is based on a review of the individual risk circumstances for each customer. Mastercard monitors its credit risk portfolio on a regular basis and the adequacy of collateral on hand. Additionally, from time to time, the Company reviews its risk management methodology and standards and revises the estimated settlement exposure as necessary. The Company’s estimated settlement exposure was as follows: March 31, December 31, (in millions) Gross settlement exposure $ 50,631 $ 55,800 Collateral held for settlement exposure (4,437 ) (4,772 ) Net uncollateralized settlement exposure $ 46,194 $ 51,028 Mastercard also provides guarantees to customers and certain other counterparties indemnifying them from losses stemming from failures of third parties to perform duties. This includes guarantees of Mastercard-branded travelers cheques issued, but not yet cashed of $359 million and $367 million at March 31, 2020 and December 31, 2019 , respectively, of which $283 million and $290 million at March 31, 2020 and December 31, 2019 |
Derivative and Hedging Instrume
Derivative and Hedging Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Foreign Currency Derivatives [Abstract] | |
Foreign Exchange Risk Management | Derivative and Hedging Instruments The Company monitors and manages its foreign currency and interest rate exposures as part of its overall risk management program which focuses on the unpredictability of financial markets and seeks to reduce the potentially adverse effects that the volatility of these markets may have on its operating results. A primary objective of the Company’s risk management strategies is to reduce the financial impact that may arise from volatility in foreign currency exchange rates principally through the use of both foreign exchange derivative contracts (Derivatives) and foreign currency denominated debt (Net Investment Hedge). In addition, the Company may enter into interest rate derivative contracts to manage the effects of interest rate movements on the Company’s aggregate liability portfolio, including potential future debt issuances (Cash Flow Hedges). Foreign Exchange Risk Derivatives The Company enters into foreign exchange derivative contracts to manage currency exposure associated with anticipated receipts and disbursements which are valued based on currencies other than the functional currency of the entity. The Company may also enter into foreign exchange derivative contracts to offset possible changes in value of assets and liabilities due to foreign exchange fluctuations. The objective of these activities is to reduce the Company’s exposure to gains and losses resulting from fluctuations of foreign currencies against its functional currencies. The Company’s derivative contracts are summarized below: March 31, 2020 December 31, 2019 Notional Estimated Fair Value Notional Estimated Fair Value (in millions) Commitments to purchase foreign currency $ 376 $ (12 ) $ 185 $ 3 Commitments to sell foreign currency 1,553 75 1,506 (25 ) Options to sell foreign currency 26 4 21 2 Balance sheet location Prepaid expenses and other current assets 1 87 12 Other current liabilities 1 (20 ) (32 ) 1 The derivative contracts are subject to enforceable master netting arrangements, which contain various netting and setoff provisions. The amount of gain (loss) recognized on the consolidated statement of operations for the contracts to purchase and sell foreign currency is summarized below: Three Months Ended March 31, 2020 2019 (in millions) Foreign exchange derivative contracts General and administrative $ 107 $ (5 ) The fair value of the foreign exchange derivative contracts generally reflects the estimated amounts that the Company would receive (or pay), on a pre-tax basis, to terminate the contracts. The terms of the foreign exchange derivative contracts are generally less than 18 months . The Company had no deferred gains or losses related to foreign exchange contracts in accumulated other comprehensive income as of March 31, 2020 and December 31, 2019 , as these contracts were not designated as hedging instruments for accounting. The Company’s derivative financial instruments are subject to both market and counterparty credit risk. Market risk is the potential for economic losses to be incurred on market risk sensitive instruments arising from adverse changes in market factors such as foreign currency exchange rates, interest rates and other related variables. Counterparty credit risk is the risk of loss due to failure of the counterparty to perform its obligations in accordance with contractual terms. To mitigate counterparty credit risk, the Company enters into derivative contracts with a diversified group of selected financial institutions based upon their credit ratings and other factors. Generally, the Company does not obtain collateral related to derivatives because of the high credit ratings of the counterparties. Net Investment Hedge The Company uses foreign currency denominated debt to hedge a portion of its net investment in foreign operations against adverse movements in exchange rates, with changes in the value of the debt recorded within currency translation adjustment in accumulated other comprehensive income (loss). In 2015, the Company designated its €1.65 billion euro-denominated debt as a net investment hedge for a portion of its net investment in European operations. As of March 31, 2020 , the Company had a net foreign currency transaction pre-tax loss of $64 million in accumulated other comprehensive income (loss) associated with hedging activity. Interest Rate Risk Cash Flow Hedges During the fourth quarter of 2019, the Company entered into treasury rate locks for a total notional amount of $1 billion , which were accounted for as cash flow hedges. These contracts were entered into to hedge a portion of the Company’s interest rate exposure attributable to changes in the treasury rates related to the forecasted debt issuance during 2020. The maximum length of time over which the Company had hedged its exposure was 30 years. In connection with the issuance of the 2020 USD Notes, these contracts were settled and the Company paid $175 million . As of March 31, 2020 the Company recorded a loss of $175 million , or $150 million net of tax, in accumulated other comprehensive income (loss) associated with these contracts. This loss is deferred as a component of accumulated other comprehensive income (loss) and will be reclassified as an adjustment to interest expense over the respective terms of the 2020 USD Notes. As of December 31, 2019 , the Company recorded a pre-tax net unrealized gain of $14 million in accumulated other comprehensive income (loss) associated with these contracts. The Company estimates that $6 million , pre-tax, of the deferred loss on cash flow derivative contracts recorded in accumulated other comprehensive income (loss) at March 31, 2020 will be reclassified into interest expense on the statement of operations within the next 12 months. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policy) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Organization | Organization Mastercard Incorporated and its consolidated subsidiaries, including Mastercard International Incorporated (“Mastercard International” and together with Mastercard Incorporated, “Mastercard” or the “Company”), is a technology company in the global payments industry that connects consumers, financial institutions, merchants, governments, digital partners, businesses and other organizations worldwide, enabling them to use electronic forms of payment instead of cash and checks. |
Consolidation and Basis of Presentation | Consolidation and Basis of Presentation The consolidated financial statements include the accounts of Mastercard and its majority-owned and controlled entities, including any variable interest entities (“VIEs”) for which the Company is the primary beneficiary. Investments in VIEs for which the Company is not considered the primary beneficiary are not consolidated and are accounted for as equity method or measurement alternative method investments and recorded in other assets on the consolidated balance sheet. At March 31, 2020 and December 31, 2019 , there were no significant VIEs which required consolidation and the investments were not considered material to the consolidated financial statements. The Company consolidates acquisitions as of the date in which the Company has obtained a controlling financial interest. Intercompany transactions and balances have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the 2020 presentation. The Company follows accounting principles generally accepted in the United States of America (“GAAP”). The balance sheet as of December 31, 2019 was derived from the audited consolidated financial statements as of December 31, 2019 . The consolidated financial statements for the three months ended March 31, 2020 and 2019 and as of March 31, 2020 are unaudited, and in the opinion of management, include all normal recurring adjustments that are necessary to present fairly the results for interim periods. The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results to be expected for the full year. The accompanying unaudited consolidated financial statements are presented in accordance with the U.S. Securities and Exchange Commission (“SEC”) requirements for Quarterly Reports on Form 10-Q. Reference should be made to the Mastercard Incorporated Annual Report on Form 10-K for the year ended December 31, 2019 for additional disclosures, including a summary of the Company’s significant accounting policies. Use of estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. These financial statements were prepared using information reasonably available as of March 31, 2020 and through the date of this Report. The accounting estimates used in the preparation of the Company’s consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Actual results may differ from these estimates due to the uncertainty around the magnitude and duration of the COVID-19 pandemic, as well as other factors. For the three months ended March 31, 2020 and 2019 , net losses from non-controlling interests were not material and, as a result, amounts are included in the consolidated statement of operations within other income (expense). |
Recent Accounting Pronouncements | Accounting pronouncements not yet adopted Simplifying the accounting for income taxes - In December 2019, the Financial Accounting Standards Board (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. The guidance is effective for periods beginning after December 15, 2020. The Company expects to adopt this guidance effective January 1, 2021 and is in the process of evaluating the potential effects this will have on its consolidated financial statements. Reference Rate Reform |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The Company’s disaggregated net revenue by source and geographic region were as follows: Three Months Ended March 31, 2020 2019 (in millions) Revenue by source: Domestic assessments $ 1,683 $ 1,605 Cross-border volume fees 1,217 1,263 Transaction processing 2,200 1,922 Other revenues 1,062 842 Gross revenue 6,162 5,632 Rebates and incentives (contra-revenue) (2,153 ) (1,743 ) Net revenue $ 4,009 $ 3,889 Net revenue by geographic region: North American Markets $ 1,334 $ 1,347 International Markets 2,633 2,506 Other 1 42 36 Net revenue $ 4,009 $ 3,889 1 Includes revenues managed by corporate functions. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | The components of basic and diluted earnings per share (“EPS”) for common shares were as follows: Three Months Ended March 31, 2020 2019 (in millions, except per share data) Numerator Net income $ 1,693 $ 1,862 Denominator Basic weighted-average shares outstanding 1,005 1,026 Dilutive stock options and stock units 5 6 Diluted weighted-average shares outstanding 1 1,010 1,032 Earnings per Share Basic $ 1.68 $ 1.81 Diluted $ 1.68 $ 1.80 1 For the periods presented, the calculation of diluted EPS excluded a minimal amount of anti-dilutive share-based payment awards. |
Cash, Cash Equivalents, Restr_2
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents, restricted cash and restricted cash equivalents reported on the consolidated balance sheet that total to the amounts shown on the consolidated statement of cash flows. December 31, 2019 2018 (in millions) Cash and cash equivalents $ 6,988 $ 6,682 Restricted cash and restricted cash equivalents Restricted cash for litigation settlement 584 553 Restricted security deposits held for customers 1,370 1,080 Prepaid expenses and other current assets 27 22 Cash, cash equivalents, restricted cash and restricted cash equivalents - beginning of period $ 8,969 $ 8,337 March 31, 2020 2019 (in millions) Cash and cash equivalents $ 10,207 $ 5,857 Restricted cash and restricted cash equivalents Restricted cash for litigation settlement 587 662 Restricted security deposits held for customers 1,518 1,044 Prepaid expenses and other current assets 21 22 Cash, cash equivalents, restricted cash and restricted cash equivalents - end of period $ 12,333 $ 7,585 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments On the Consolidated Balance Sheet | Investments on the consolidated balance sheet consisted of the following: March 31, December 31, (in millions) Available-for-sale securities $ 414 $ 591 Held-to-maturity securities 63 97 Total investments $ 477 $ 688 |
Available-for-Sale Securities | The major classes of the Company’s available-for-sale investment securities and their respective amortized cost basis and fair values were as follows: March 31, 2020 December 31, 2019 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value (in millions) Municipal securities $ 18 $ — $ — $ 18 $ 15 $ — $ — $ 15 Government and agency securities 18 — — 18 108 — — 108 Corporate securities 315 — (5 ) 310 381 1 — 382 Asset-backed securities 68 — — 68 85 1 — 86 Total $ 419 $ — $ (5 ) $ 414 $ 589 $ 2 $ — $ 591 |
Maturity Distribution Based on Contractual Terms of Investment Securities | The maturity distribution based on the contractual terms of the Company’s investment securities at March 31, 2020 was as follows: Available-For-Sale Amortized Cost Fair Value (in millions) Due within 1 year $ 105 $ 105 Due after 1 year through 5 years 314 309 Total $ 419 $ 414 |
Equity Investments | The following table is a summary of the activity related to the Company’s equity investments: Balance at December 31, 2019 Purchases (Sales), net Changes in Fair Value 1 Other 2 Balance at March 31, 2020 (in millions) Marketable securities $ 479 $ — $ (177 ) $ (20 ) $ 282 Nonmarketable securities 435 137 3 13 588 Total equity investments $ 914 $ 137 $ (174 ) $ (7 ) $ 870 1 Recorded in gains (losses) on equity investments, net on the consolidated statement of operations 2 Includes the translational impact of currency |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Financial Instruments, Financial Liabilities, Balance Sheet Groupings [Abstract] | |
Distribution of Financial Instruments, Measured at Fair Value on a Recurring Basis | The distribution of the Company’s financial instruments measured at fair value on a recurring basis within the Valuation Hierarchy were as follows: March 31, 2020 December 31, 2019 Quoted Prices Significant Significant Total Quoted Prices Significant Significant Total (in millions) Assets Investment securities available for sale 1 : Municipal securities $ — $ 18 $ — $ 18 $ — $ 15 $ — $ 15 Government and agency securities — 18 — 18 66 42 — 108 Corporate securities — 310 — 310 — 382 — 382 Asset-backed securities — 68 — 68 — 86 — 86 Derivative instruments 2 : Foreign exchange contracts — 87 — 87 — 12 — 12 Interest rate contracts — — — — — 14 — 14 Marketable securities 3 : Equity securities 282 — — 282 479 — — 479 Deferred compensation plan 4 : Deferred compensation assets 53 — — 53 67 — — 67 Liabilities Derivative instruments 2 : Foreign exchange derivative liabilities $ — $ (20 ) $ — $ (20 ) $ — $ (32 ) $ — $ (32 ) Deferred compensation plan 5 : Deferred compensation liabilities (60 ) — — (60 ) (67 ) — — (67 ) 1 The Company’s U.S. government securities are classified within Level 1 of the Valuation Hierarchy as the fair values are based on unadjusted quoted prices for identical assets in active markets. The fair value of the Company’s available-for-sale municipal securities, government and agency securities, corporate securities and asset-backed securities are based on observable inputs such as quoted prices, benchmark yields and issuer spreads for similar assets in active markets and are therefore included in Level 2 of the Valuation Hierarchy. 2 The Company’s foreign exchange and interest rate derivative asset and liability contracts have been classified within Level 2 of the Valuation Hierarchy as the fair value is based on observable inputs such as broker quotes relating to foreign exchange and interest rates for similar derivative instruments. See Note 17 (Derivative and Hedging Instruments) for further details. 3 The Company’s Marketable securities are publicly held and classified within Level 1 of the Valuation Hierarchy as the fair values are based on unadjusted quoted prices in their respective active markets. 4 The Company has a nonqualified deferred compensation plan where assets are invested primarily in mutual funds held in a rabbi trust, which is restricted for payments to participants of the plan. The Company has elected to use the fair value option for these mutual funds, which are measured using quoted prices of identical instruments in active markets and are included in prepaid expenses and other current assets on the consolidated balance sheet. 5 The deferred compensation liabilities are measured at fair value based on the quoted prices of identical instruments to the investment vehicles selected by the participants. These are included in other liabilities on the consolidated balance sheet. |
Prepaid Expenses and Other As_2
Prepaid Expenses and Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Prepaid Expense and Other Assets [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: March 31, December 31, (in millions) Customer and merchant incentives $ 886 $ 872 Prepaid income taxes 50 105 Other 793 786 Total prepaid expenses and other current assets $ 1,729 $ 1,763 |
Schedule of Other Assets, Noncurrent | Other assets consisted of the following: March 31, December 31, (in millions) Customer and merchant incentives $ 2,892 $ 2,838 Equity investments 870 914 Income taxes receivable 477 460 Other 318 313 Total other assets $ 4,557 $ 4,525 |
Accrued Expenses and Accrued Li
Accrued Expenses and Accrued Litigation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses | Accrued expenses consisted of the following: March 31, December 31, (in millions) Customer and merchant incentives $ 3,674 $ 3,892 Personnel costs 323 713 Income and other taxes 205 332 Other 474 552 Total accrued expenses $ 4,676 $ 5,489 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following: March 31, December 31, Effective (in millions) 2020 USD Notes 3.300 % Senior Notes due March 2027 $ 1,000 $ — 3.420 % 3.350 % Senior Notes due March 2030 1,500 — 3.390 % 3.850 % Senior Notes due March 2050 1,500 — 3.896 % 2019 USD Notes 2.950 % Senior Notes due June 2029 1,000 1,000 3.030 % 3.650 % Senior Notes due June 2049 1,000 1,000 3.689 % 2.000 % Senior Notes due March 2025 750 750 2.147 % 2018 USD Notes 3.500 % Senior Notes due February 2028 500 500 3.598 % 3.950 % Senior Notes due February 2048 500 500 3.990 % 2016 USD Notes 2.000 % Senior Notes due November 2021 650 650 2.236 % 2.950 % Senior Notes due November 2026 750 750 3.044 % 3.800 % Senior Notes due November 2046 600 600 3.893 % 2015 Euro Notes 1 1.100 % Senior Notes due December 2022 776 785 1.265 % 2.100 % Senior Notes due December 2027 886 896 2.189 % 2.500 % Senior Notes due December 2030 166 169 2.562 % 2014 USD Notes 3.375 % Senior Notes due April 2024 1,000 1,000 3.484 % 12,578 8,600 Less: Unamortized discount and debt issuance costs (112 ) (73 ) Long-term debt $ 12,466 $ 8,527 1 Relates to euro-denominated debt issuance of €1.650 billion in December 2015 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of share repurchases and authorizations | The following table summarizes the Company’s share repurchase authorizations of its Class A common stock through March 31, 2020 , as well as historical purchases: Board authorization dates December 2019 December December Date program became effective January 2020 January 2019 March Total (in millions, except average price data) Board authorization $ 8,000 $ 6,500 $ 4,000 $ 18,500 Dollar value of shares repurchased during the three months ended March 31, 2019 $ — $ 1,523 $ 301 $ 1,824 Remaining authorization at December 31, 2019 $ 8,000 $ 304 $ — $ 8,304 Dollar value of shares repurchased during the three months ended March 31, 2020 $ 1,079 $ 304 $ — $ 1,383 Remaining authorization at March 31, 2020 $ 6,921 $ — $ — $ 6,921 Shares repurchased during the three months ended March 31, 2019 — 7.1 1.6 8.7 Average price paid per share during the three months ended March 31, 2019 $ — $ 213.68 $ 188.38 $ 209.05 Shares repurchased during the three months ended March 31, 2020 3.7 1.0 — 4.7 Average price paid per share during the three months ended March 31, 2020 $ 290.86 $ 304.89 $ — $ 293.83 Cumulative shares repurchased through March 31, 2020 3.7 25.8 20.6 50.1 Cumulative average price paid per share $ 290.86 $ 251.72 $ 194.27 $ 231.02 |
Schedule of Changes in Common Stock Outstanding | The following table presents the changes in the Company’s outstanding Class A and Class B common stock for the three months ended March 31, 2020 : Outstanding Shares Class A Class B (in millions) Balance at December 31, 2019 996.0 11.2 Purchases of treasury stock (4.7 ) — Share-based payments 1.3 — Conversion of Class B to Class A common stock 0.4 (0.4 ) Balance at March 31, 2020 993.0 10.8 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The changes in the balances of each component of accumulated other comprehensive income (loss), net of tax, for the three months ended March 31, 2020 and 2019 were as follows: Foreign Currency Translation Adjustments 1 Translation Adjustments on Net Investment Hedge 2 Cash Flow Hedges 3 Defined Benefit Pension and Other Postretirement Plans Investment Securities Available-for-Sale 4 Accumulated Other Comprehensive Income (Loss) (in millions) Balance at December 31, 2019 $ (638 ) $ (38 ) $ 11 $ (9 ) $ 1 $ (673 ) Other comprehensive income (loss) (267 ) 16 (150 ) — (5 ) (406 ) Balance at March 31, 2020 $ (905 ) $ (22 ) $ (139 ) $ (9 ) $ (4 ) $ (1,079 ) Balance at December 31, 2018 $ (661 ) $ (66 ) $ — $ 10 $ (1 ) $ (718 ) Other comprehensive income (loss) 14 28 — — 3 45 Balance at March 31, 2019 $ (647 ) $ (38 ) $ — $ 10 $ 2 $ (673 ) 1 During the three months ended March 31, 2020 , the increase in the accumulated other comprehensive loss related to foreign currency translation adjustments was driven primarily by the depreciation of the euro, British pound and Brazilian real. During the three months ended March 31, 2019 , the decrease in the accumulated other comprehensive loss related to foreign currency translation adjustments was driven primarily by the appreciation of the British pound. 2 The Company uses foreign currency denominated debt to hedge a portion of its net investment in foreign operations against adverse movements in exchange rates. Changes in the value of the debt are recorded in accumulated other comprehensive income (loss). During the three months ended March 31, 2020 and 2019 , the decreases in the accumulated other comprehensive loss related to the net investment hedge were driven by the depreciation of the euro. See Note 17 (Derivative and Hedging Instruments) for additional information. 3 In the fourth quarter of 2019, the Company entered into treasury rate locks which are accounted for as cash flow hedges. During the three months ended March 31, 2020 , in connection with the issuance of the 2020 USD Notes, these contracts were settled and the Company recorded a loss, net of tax, of $ 150 million in accumulated other comprehensive income (loss). The cumulative loss of $139 million will be reclassified as an adjustment to interest expense over the respective terms of the 2020 USD Notes. During the three months ended March 31, 2020 , reclassifications to interest expense were not material. See Note 17 (Derivative and Hedging Instruments) for additional information. 4 During the three months ended March 31, 2020 and 2019, gains and losses on available-for-sale investment securities, reclassified from accumulated other comprehensive income (loss) to investment income, were not material. See Note 6 (Investments) for additional information. |
Share-Based Payments Awards Gra
Share-Based Payments Awards Granted (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement, Additional Disclosure [Abstract] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan | During the three months ended March 31, 2020 , the Company granted the following awards under the Mastercard Incorporated 2006 Long Term Incentive Plan, as amended and restated as of June 5, 2012 (the “LTIP”). The LTIP is a stockholder-approved plan that permits the grant of various types of equity awards to employees. Grants in 2020 Weighted-Average Grant-Date Fair Value (in millions) (per option/unit) Non-qualified stock options 0.4 $55 Restricted stock units 0.8 $287 Performance stock units 0.2 $291 |
Settlement and Other Risk Man_2
Settlement and Other Risk Management (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Settlement and Other Risk Management [Abstract] | |
Estimated Settlement Exposure and Portion of Uncollateralized Settlement Exposure for Mastercard-Branded Transactions | The Company’s estimated settlement exposure was as follows: March 31, December 31, (in millions) Gross settlement exposure $ 50,631 $ 55,800 Collateral held for settlement exposure (4,437 ) (4,772 ) Net uncollateralized settlement exposure $ 46,194 $ 51,028 |
Derivative and Hedging Instru_2
Derivative and Hedging Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Foreign Currency Derivatives [Abstract] | |
Derivative contract summary | The Company’s derivative contracts are summarized below: March 31, 2020 December 31, 2019 Notional Estimated Fair Value Notional Estimated Fair Value (in millions) Commitments to purchase foreign currency $ 376 $ (12 ) $ 185 $ 3 Commitments to sell foreign currency 1,553 75 1,506 (25 ) Options to sell foreign currency 26 4 21 2 Balance sheet location Prepaid expenses and other current assets 1 87 12 Other current liabilities 1 (20 ) (32 ) 1 The derivative contracts are subject to enforceable master netting arrangements, which contain various netting and setoff provisions. |
Gain (loss) recognized in income for the contracts to purchase and sell foreign currency summary | The amount of gain (loss) recognized on the consolidated statement of operations for the contracts to purchase and sell foreign currency is summarized below: Three Months Ended March 31, 2020 2019 (in millions) Foreign exchange derivative contracts General and administrative $ 107 $ (5 ) |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) € in Millions, $ in Millions | Mar. 31, 2020USD ($) | Aug. 31, 2019EUR (€) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Business Acquisition [Line Items] | ||||
Total consideration | $ 783 | $ 1,500 | ||
Nets Denmark A/S, Corporate Services | ||||
Business Acquisition [Line Items] | ||||
Commitments to acquire businesses, total consideration | $ 3,160 | € 2,850 |
Revenue Disaggregation of Reven
Revenue Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Gross revenue | $ 6,162 | $ 5,632 |
Rebates and incentives (contra-revenue) | (2,153) | (1,743) |
Net revenue | 4,009 | 3,889 |
North American Markets | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 1,334 | 1,347 |
International Markets | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 2,633 | 2,506 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Net revenue | 42 | 36 |
Domestic assessments | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 1,683 | 1,605 |
Cross-border volume fees | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 1,217 | 1,263 |
Transaction processing | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 2,200 | 1,922 |
Other revenues | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | $ 1,062 | $ 842 |
Revenue Narrative (Details)
Revenue Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenue recognized from performance obligations | $ 189 | $ 185 | |
Receivables from contracts with customers | |||
Disaggregation of Revenue [Line Items] | |||
Contract assets | 2,300 | $ 2,300 | |
Prepaid Expenses and Other Current Assets | |||
Disaggregation of Revenue [Line Items] | |||
Contract assets | 52 | 48 | |
Other Assets | |||
Disaggregation of Revenue [Line Items] | |||
Contract assets | 162 | 152 | |
Other current liabilities | |||
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | 384 | 238 | |
Other Liabilities | |||
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | $ 161 | $ 106 |
Earnings Per Share Schedule of
Earnings Per Share Schedule of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator | ||
Net income | $ 1,693 | $ 1,862 |
Denominator | ||
Basic weighted-average shares outstanding | 1,005 | 1,026 |
Dilutive stock options and stock units | 5 | 6 |
Diluted weighted-average shares outstanding | 1,010 | 1,032 |
Earnings per Share | ||
Basic | $ 1.68 | $ 1.81 |
Diluted | $ 1.68 | $ 1.80 |
Cash, Cash Equivalents, Restr_3
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Cash and cash equivalents | $ 10,207 | $ 6,988 | $ 5,857 | $ 6,682 |
Cash, cash equivalents, restricted cash and restricted cash equivalents | 12,333 | 8,969 | 7,585 | 8,337 |
Restricted cash for litigation settlement | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash and restricted cash equivalents | 587 | 584 | 662 | 553 |
Restricted security deposits held for customers | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash and restricted cash equivalents | 1,518 | 1,370 | 1,044 | 1,080 |
Prepaid expenses and other current assets | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash and restricted cash equivalents | $ 21 | $ 27 | $ 22 | $ 22 |
Investments - Investments (Deta
Investments - Investments (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Investments, Debt and Equity Securities [Abstract] | ||
Available-for-sale securities | $ 414 | $ 591 |
Held-to-maturity securities | 63 | 97 |
Total investments | $ 477 | $ 688 |
Investments - Available-for-Sal
Investments - Available-for-Sale Investment Securities, Unrealized Gains and Losses (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 419 | $ 589 |
Gross Unrealized Gain | 0 | 2 |
Gross Unrealized Loss | (5) | 0 |
Fair Value | 414 | 591 |
Municipal securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 18 | 15 |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | 0 | 0 |
Fair Value | 18 | 15 |
Government and agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 18 | 108 |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | 0 | 0 |
Fair Value | 18 | 108 |
Corporate securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 315 | 381 |
Gross Unrealized Gain | 0 | 1 |
Gross Unrealized Loss | (5) | 0 |
Fair Value | 310 | 382 |
Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 68 | 85 |
Gross Unrealized Gain | 0 | 1 |
Gross Unrealized Loss | 0 | 0 |
Fair Value | $ 68 | $ 86 |
Investments Maturity Distributi
Investments Maturity Distribution Based on Contractual Terms of Investment Securities (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Available-For-Sale Amortized Cost | ||
Due within 1 year | $ 105 | |
Due after 1 year through 5 years | 314 | |
Total | 419 | |
Available-For-Sale Fair Value | ||
Due within 1 year | 105 | |
Due after 1 year through 5 years | 309 | |
Total | $ 414 | $ 591 |
Investments - Equity Investment
Investments - Equity Investments (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Increase (Decrease) In Equity Investments [Roll Forward] | ||
Marketable securities, beginning balance | $ 479 | |
Marketable securities, Purchases (Sales), Net | 0 | |
Marketable securities, Changes in Fair Value | (177) | |
Marketable Securities, Other Gain (Loss) | (20) | |
Marketable securities, ending balance | 282 | |
Nonmarketable securities, beginning balance | 435 | |
Nonmarketable Securities, Purchases (Sales), Net | 137 | |
Nonmarketable Securities, Gains (Losses) | 3 | |
Nonmarketable Securities, Other Gain (Loss) | 13 | |
Nonmarketable securities, ending balance | 588 | |
Total equity investments, beginning balance | 914 | |
Total equity investments, Purchases (Sales), net | 137 | |
Total equity investments, Changes in Fair Value | (174) | |
Total equity investments, Other Income (Loss) | (7) | |
Total equity investments, ending balance | 870 | |
Measurement Alternative Investment | 464 | $ 317 |
Equity Method Investment | 124 | $ 118 |
Cumulative impairments and downward fair value adjustment | 11 | |
Cumulative upward fair value adjustment | $ 68 |
Fair Value Measurements - Distr
Fair Value Measurements - Distribution of Financial Instruments, Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Deferred compensation assets | $ 53 | $ 67 |
Foreign exchange derivative liabilities | (20) | (32) |
Deferred compensation liabilities | (60) | (67) |
Fair Value, Inputs, Level 1 | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Deferred compensation assets | 53 | 67 |
Foreign exchange derivative liabilities | 0 | 0 |
Deferred compensation liabilities | (60) | (67) |
Fair Value, Inputs, Level 2 | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Deferred compensation assets | 0 | 0 |
Foreign exchange derivative liabilities | (20) | (32) |
Deferred compensation liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Deferred compensation assets | 0 | 0 |
Foreign exchange derivative liabilities | 0 | 0 |
Deferred compensation liabilities | 0 | 0 |
Municipal securities | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Investment securities available for sale | 18 | 15 |
Municipal securities | Fair Value, Inputs, Level 1 | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Investment securities available for sale | 0 | 0 |
Municipal securities | Fair Value, Inputs, Level 2 | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Investment securities available for sale | 18 | 15 |
Municipal securities | Fair Value, Inputs, Level 3 | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Investment securities available for sale | 0 | 0 |
Government and agency securities | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Investment securities available for sale | 18 | 108 |
Government and agency securities | Fair Value, Inputs, Level 1 | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Investment securities available for sale | 0 | 66 |
Government and agency securities | Fair Value, Inputs, Level 2 | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Investment securities available for sale | 18 | 42 |
Government and agency securities | Fair Value, Inputs, Level 3 | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Investment securities available for sale | 0 | 0 |
Corporate securities | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Investment securities available for sale | 310 | 382 |
Corporate securities | Fair Value, Inputs, Level 1 | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Investment securities available for sale | 0 | 0 |
Corporate securities | Fair Value, Inputs, Level 2 | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Investment securities available for sale | 310 | 382 |
Corporate securities | Fair Value, Inputs, Level 3 | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Investment securities available for sale | 0 | 0 |
Asset-backed securities | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Investment securities available for sale | 68 | 86 |
Asset-backed securities | Fair Value, Inputs, Level 1 | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Investment securities available for sale | 0 | 0 |
Asset-backed securities | Fair Value, Inputs, Level 2 | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Investment securities available for sale | 68 | 86 |
Asset-backed securities | Fair Value, Inputs, Level 3 | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Investment securities available for sale | 0 | 0 |
Equity securities | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Investment securities available for sale | 282 | 479 |
Equity securities | Fair Value, Inputs, Level 1 | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Investment securities available for sale | 282 | 479 |
Equity securities | Fair Value, Inputs, Level 2 | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Investment securities available for sale | 0 | 0 |
Equity securities | Fair Value, Inputs, Level 3 | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Investment securities available for sale | 0 | 0 |
Foreign exchange contracts | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Derivative instrument | 87 | 12 |
Foreign exchange contracts | Fair Value, Inputs, Level 1 | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Derivative instrument | 0 | 0 |
Foreign exchange contracts | Fair Value, Inputs, Level 2 | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Derivative instrument | 87 | 12 |
Foreign exchange contracts | Fair Value, Inputs, Level 3 | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Derivative instrument | 0 | 0 |
Interest rate contracts | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Derivative instrument | 0 | 14 |
Interest rate contracts | Fair Value, Inputs, Level 1 | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Derivative instrument | 0 | 0 |
Interest rate contracts | Fair Value, Inputs, Level 2 | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Derivative instrument | 0 | 14 |
Interest rate contracts | Fair Value, Inputs, Level 3 | ||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||
Derivative instrument | $ 0 | $ 0 |
Prepaid Expenses and Other As_3
Prepaid Expenses and Other Assets Schedule of Prepaid Expenses (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Prepaid Expense and Other Assets [Abstract] | ||
Customer and merchant incentives | $ 886 | $ 872 |
Prepaid income taxes | 50 | 105 |
Other | 793 | 786 |
Total prepaid expenses and other current assets | $ 1,729 | $ 1,763 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative Fair Value (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt, Long-term and Short-term, Combined Amount | $ 12,466 | $ 8,527 |
Long-term debt | 12,466 | 8,527 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt, fair value | $ 13,900 | $ 9,200 |
Prepaid Expenses and Other As_4
Prepaid Expenses and Other Assets Schedule of Other Assets (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Prepaid Expense and Other Assets [Abstract] | ||
Customer and merchant incentives | $ 2,892 | $ 2,838 |
Equity investments | 870 | 914 |
Income taxes receivable | 477 | 460 |
Other | 318 | 313 |
Total other assets | $ 4,557 | $ 4,525 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Accrued Liabilities, Current [Abstract] | ||
Customer and merchant incentives | $ 3,674 | $ 3,892 |
Personnel costs | 323 | 713 |
Income and other taxes | 205 | 332 |
Other | 474 | 552 |
Total accrued expenses | $ 4,676 | $ 5,489 |
Accrued Litigation Expense (Det
Accrued Litigation Expense (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Accrued Liabilities, Current [Abstract] | ||
Provision for litigation | $ 852 | $ 914 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 12,578,000,000 | $ 8,600,000,000 |
Less: Unamortized discount and debt issuance costs | (112,000,000) | (73,000,000) |
Total debt outstanding | 12,466,000,000 | 8,527,000,000 |
Senior Notes | 2027 Notes | ||
Debt Instrument [Line Items] | ||
Aggregate Principal Amount | $ 1,000,000,000 | |
Stated Interest Rate | 3.30% | |
Effective Interest Rate | 3.42% | |
Long-term debt, gross | $ 1,000,000,000 | 0 |
Senior Notes | 2030 Notes | ||
Debt Instrument [Line Items] | ||
Aggregate Principal Amount | $ 1,500,000,000 | |
Stated Interest Rate | 3.35% | |
Effective Interest Rate | 3.39% | |
Long-term debt, gross | $ 1,500,000,000 | 0 |
Senior Notes | Senior Notes Due March 2050 | ||
Debt Instrument [Line Items] | ||
Aggregate Principal Amount | $ 1,500,000,000 | |
Stated Interest Rate | 3.85% | |
Effective Interest Rate | 3.896% | |
Long-term debt, gross | $ 1,500,000,000 | 0 |
Senior Notes | 2029 Notes | ||
Debt Instrument [Line Items] | ||
Stated Interest Rate | 2.95% | |
Effective Interest Rate | 3.03% | |
Long-term debt, gross | $ 1,000,000,000 | 1,000,000,000 |
Senior Notes | 2049 Notes | ||
Debt Instrument [Line Items] | ||
Stated Interest Rate | 3.65% | |
Effective Interest Rate | 3.689% | |
Long-term debt, gross | $ 1,000,000,000 | 1,000,000,000 |
Senior Notes | 2025 Notes [Member] | ||
Debt Instrument [Line Items] | ||
Stated Interest Rate | 2.00% | |
Effective Interest Rate | 2.147% | |
Long-term debt, gross | $ 750,000,000 | 750,000,000 |
Senior Notes | 2028 Notes | ||
Debt Instrument [Line Items] | ||
Stated Interest Rate | 3.50% | |
Effective Interest Rate | 3.598% | |
Long-term debt, gross | $ 500,000,000 | 500,000,000 |
Senior Notes | 2048 Notes | ||
Debt Instrument [Line Items] | ||
Stated Interest Rate | 3.95% | |
Effective Interest Rate | 3.99% | |
Long-term debt, gross | $ 500,000,000 | 500,000,000 |
Senior Notes | 2021 Notes | ||
Debt Instrument [Line Items] | ||
Stated Interest Rate | 2.00% | |
Effective Interest Rate | 2.236% | |
Long-term debt, gross | $ 650,000,000 | 650,000,000 |
Senior Notes | 2026 Notes | ||
Debt Instrument [Line Items] | ||
Stated Interest Rate | 2.95% | |
Effective Interest Rate | 3.044% | |
Long-term debt, gross | $ 750,000,000 | 750,000,000 |
Senior Notes | 2046 Notes | ||
Debt Instrument [Line Items] | ||
Stated Interest Rate | 3.80% | |
Effective Interest Rate | 3.893% | |
Long-term debt, gross | $ 600,000,000 | 600,000,000 |
Senior Notes | 2022 Notes | ||
Debt Instrument [Line Items] | ||
Stated Interest Rate | 1.10% | |
Effective Interest Rate | 1.265% | |
Long-term debt, gross | $ 776,000,000 | 785,000,000 |
Senior Notes | 2.1% Notes due 2027 | ||
Debt Instrument [Line Items] | ||
Stated Interest Rate | 2.10% | |
Effective Interest Rate | 2.189% | |
Long-term debt, gross | $ 886,000,000 | 896,000,000 |
Senior Notes | 2.5% Notes due 2030 | ||
Debt Instrument [Line Items] | ||
Stated Interest Rate | 2.50% | |
Effective Interest Rate | 2.562% | |
Long-term debt, gross | $ 166,000,000 | 169,000,000 |
Senior Notes | 2024 Notes | ||
Debt Instrument [Line Items] | ||
Stated Interest Rate | 3.375% | |
Effective Interest Rate | 3.484% | |
Long-term debt, gross | $ 1,000,000,000 | $ 1,000,000,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) € in Millions | 1 Months Ended | ||
Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2015EUR (€) | |
Debt Instrument [Line Items] | |||
Long-term debt | $ 12,578,000,000 | $ 8,600,000,000 | |
Senior Notes | |||
Debt Instrument [Line Items] | |||
Proceeds from issuance of debt | 3,959,000,000 | ||
Senior Notes | 2015 Euro Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | € | € 1,650 | ||
Senior Notes | 2027 Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 1,000,000,000 | 0 | |
Aggregate principal amount | 1,000,000,000 | ||
Senior Notes | 2030 Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 1,500,000,000 | 0 | |
Aggregate principal amount | 1,500,000,000 | ||
Senior Notes | Senior Notes Due March 2050 | |||
Debt Instrument [Line Items] | |||
Long-term debt | 1,500,000,000 | $ 0 | |
Aggregate principal amount | $ 1,500,000,000 |
Stockholders' Equity Repurchase
Stockholders' Equity Repurchase Authorizations and Purchase Activity (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 4 Months Ended | 16 Months Ended | 28 Months Ended | ||||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Class of Stock | ||||||||
Cash dividends declared on Class A and Class B common stock | $ 402 | $ 337 | ||||||
Class A Common Stock | ||||||||
Class of Stock | ||||||||
Board authorization | 18,500 | $ 18,500 | $ 18,500 | $ 18,500 | ||||
Dollar value of shares repurchased during period | 1,383 | $ 1,824 | ||||||
Remaining authorization | $ 6,921 | 6,921 | 6,921 | $ 6,921 | $ 8,304 | |||
Shares repurchased | 4.7 | 8.7 | 50.1 | |||||
Average price paid per share | $ 293.83 | $ 209.05 | $ 231.02 | |||||
December 2018 Share Repurchase Plan | Class A Common Stock | ||||||||
Class of Stock | ||||||||
Board authorization | $ 6,500 | |||||||
Dollar value of shares repurchased during period | $ 304 | $ 1,523 | ||||||
Remaining authorization | $ 0 | 0 | $ 0 | $ 0 | 304 | |||
Shares repurchased | 1 | 7.1 | 25.8 | |||||
Average price paid per share | $ 304.89 | $ 213.68 | $ 251.72 | |||||
December 2017 Share Repurchase Plan | Class A Common Stock | ||||||||
Class of Stock | ||||||||
Board authorization | $ 4,000 | |||||||
Dollar value of shares repurchased during period | $ 0 | $ 301 | ||||||
Remaining authorization | $ 0 | 0 | $ 0 | $ 0 | 0 | |||
Shares repurchased | 0 | 1.6 | 20.6 | |||||
Average price paid per share | $ 0 | $ 188.38 | $ 194.27 | |||||
December 2019 Share Repurchase Plan [Member] | Class A Common Stock | ||||||||
Class of Stock | ||||||||
Board authorization | 8,000 | |||||||
Dollar value of shares repurchased during period | $ 1,079 | |||||||
Remaining authorization | $ 6,921 | $ 6,921 | $ 6,921 | $ 6,921 | $ 8,000 | |||
Shares repurchased | 3.7 | 3.7 | ||||||
Average price paid per share | $ 290.86 | |||||||
Common Stock | ||||||||
Class of Stock | ||||||||
Dividends per share (in dollars per share) | $ 0.40 | $ 0.33 | ||||||
Common Stock | Class A Common Stock | ||||||||
Class of Stock | ||||||||
Shares repurchased | 4.7 | |||||||
Retained Earnings | ||||||||
Class of Stock | ||||||||
Cash dividends declared on Class A and Class B common stock | $ 402 | $ 337 |
Stockholders' Equity Common Sto
Stockholders' Equity Common Stock Shares Activity (Details) - shares shares in Millions | 3 Months Ended | 28 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | |
Class A | |||
Class of Stock | |||
Purchases of treasury stock | (4.7) | (8.7) | (50.1) |
Common Stock | Class A | |||
Class of Stock | |||
Balance at December 31, 2019 | 996 | ||
Purchases of treasury stock | (4.7) | ||
Share-based payments | 1.3 | ||
Conversion of Class B to Class A common stock | 0.4 | ||
Balance at March 31, 2020 | 993 | 993 | |
Common Stock | Class B | |||
Class of Stock | |||
Balance at December 31, 2019 | 11.2 | ||
Purchases of treasury stock | 0 | ||
Share-based payments | 0 | ||
Conversion of Class B to Class A common stock | (0.4) | ||
Balance at March 31, 2020 | 10.8 | 10.8 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | $ 5,917 | $ 5,418 |
Current period other comprehensive income (loss) | (406) | 45 |
Balance at end of period | 5,423 | 5,190 |
Foreign Currency Translation Adjustments | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | (638) | (661) |
Current period other comprehensive income (loss) | (267) | 14 |
Balance at end of period | (905) | (647) |
Translation Adjustments on Net Investment Hedge | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | (38) | (66) |
Current period other comprehensive income (loss) | 16 | 28 |
Balance at end of period | (22) | (38) |
Cash Flow Hedges | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | 11 | 0 |
Current period other comprehensive income (loss) | (150) | 0 |
Balance at end of period | (139) | 0 |
Defined Benefit Pension and Other Postretirement Plans | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | (9) | 10 |
Current period other comprehensive income (loss) | 0 | 0 |
Balance at end of period | (9) | 10 |
Investment Securities Available-for-Sale | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | 1 | (1) |
Current period other comprehensive income (loss) | (5) | 3 |
Balance at end of period | (4) | 2 |
Accumulated Other Comprehensive Income (Loss) | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Balance at beginning of period | (673) | (718) |
Balance at end of period | $ (1,079) | $ (673) |
Share-Based Payments Narrative
Share-Based Payments Narrative (Details) shares in Millions | 3 Months Ended |
Mar. 31, 2020installment$ / sharesshares | |
Share-Based Payments | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 0.4 |
Fair value of stock options, per share, estimated using a Black-Scholes option pricing model | $ / shares | $ 55 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 1 year |
Share-Based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 6 years |
Share-Based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 19.30% |
Non-qualified stock options | |
Share-Based Payments | |
Share-Based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years |
Share-Based Compensation Arrangement By Share-based Payment Award Options Term | 10 years |
Share-based Compensation Arrangement By Share-based Payment Award, Number Of Equal Annual Installments | installment | 4 |
Restricted stock units | |
Share-Based Payments | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 0.8 |
Share-Based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted-Average Grant-Date Fair Value | $ / shares | $ 287 |
Share-Based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years |
Share-based Compensation Arrangement by Share-based Payment Award, Award Requisite Service Period | 1 year |
Share-based Compensation Arrangement By Share-based Payment Award, Number Of Equal Annual Installments | installment | 4 |
Performance stock units | |
Share-Based Payments | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 0.2 |
Share-Based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted-Average Grant-Date Fair Value | $ / shares | $ 291 |
Share-Based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate (as a percent) | 14.80% | 15.50% |
Legal and Regulatory Proceedi_2
Legal and Regulatory Proceedings (Details) £ in Billions | 1 Months Ended | 3 Months Ended | 12 Months Ended | 30 Months Ended | 92 Months Ended | 95 Months Ended | |||||||
Sep. 30, 2019USD ($) | Jul. 31, 2018claimant | Jan. 31, 2017claimant | Oct. 31, 2011plaintiff | Feb. 28, 2011 | Mar. 31, 2020USD ($)faxclaimant | Mar. 31, 2020GBP (£)faxclaimant | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jun. 30, 2019claimant | Dec. 31, 2019USD ($) | Mar. 31, 2020GBP (£) | Jul. 31, 2019 | |
Legal And Regulatory | |||||||||||||
Accrued litigation | $ 852,000,000 | $ 914,000,000 | |||||||||||
Provision for litigation | $ 6,000,000 | $ 0 | |||||||||||
Unsolicited faxes | fax | 381,000 | 381,000 | |||||||||||
Damages sought per fax (in usd per fax) | $ 500 | ||||||||||||
Event Involving Visa Parties, Member Banks and Mastercard | |||||||||||||
Legal And Regulatory | |||||||||||||
Percent of settlement Mastercard would pay | 12.00% | ||||||||||||
Event Involving Member Banks and Mastercard | |||||||||||||
Legal And Regulatory | |||||||||||||
Percent of settlement Mastercard would pay | 36.00% | ||||||||||||
Canadian Competition Bureau | |||||||||||||
Legal And Regulatory | |||||||||||||
Amount of damages sought (that exceeds) | 5,000,000,000 | ||||||||||||
U.S. Merchant Lawsuit Settlement | |||||||||||||
Legal And Regulatory | |||||||||||||
Accrued litigation | 852,000,000 | 914,000,000 | |||||||||||
Maximum | U.S. Merchant Litigation - Class Litigation | |||||||||||||
Legal And Regulatory | |||||||||||||
Percentage of merchant opt outs to terminate agreement | 25.00% | ||||||||||||
U.S. Merchant Lawsuit Settlement | |||||||||||||
Legal And Regulatory | |||||||||||||
Provision for litigation | $ 237,000,000 | ||||||||||||
U.K. Merchant Lawsuit Settlement | |||||||||||||
Legal And Regulatory | |||||||||||||
Amount of damages sought (that exceeds) | 4,000,000,000 | £ 3 | |||||||||||
Loss Contingency, Damages Resolved, Value | 3,000,000,000 | £ 2 | |||||||||||
U.K. Merchant claimants | |||||||||||||
Legal And Regulatory | |||||||||||||
Number of plaintiffs in case | claimant | 10 | ||||||||||||
Proposed U.K. Interchange Collective Action | |||||||||||||
Legal And Regulatory | |||||||||||||
Amount of damages sought (that exceeds) | 17,000,000,000 | £ 14 | |||||||||||
ATM Operators Complaint | |||||||||||||
Legal And Regulatory | |||||||||||||
Amount of damages sought (that exceeds) | $ 1,000,000,000 | ||||||||||||
Number of plaintiffs in case | plaintiff | 13 | ||||||||||||
Restricted cash for litigation settlement | |||||||||||||
Legal And Regulatory | |||||||||||||
Restricted cash and restricted cash equivalents | $ 587,000,000 | $ 662,000,000 | $ 553,000,000 | $ 584,000,000 | |||||||||
Judicial Ruling | 2017 U.K. Merchant Claimants | |||||||||||||
Legal And Regulatory | |||||||||||||
Number of claims settled | claimant | 3 | ||||||||||||
Judicial Ruling | 2017 U.K. Merchant Claimants | Unfavorable Regulatory Action | |||||||||||||
Legal And Regulatory | |||||||||||||
Number of claims settled | claimant | 2 | ||||||||||||
Judicial Ruling | 2016 U.K. Merchant Claimants | Unfavorable Regulatory Action | |||||||||||||
Legal And Regulatory | |||||||||||||
Number of claims settled | claimant | 1 | 1 | |||||||||||
Appealing judgment | U.K. Merchant claimants | |||||||||||||
Legal And Regulatory | |||||||||||||
Number of claims settled | claimant | 3 |
Settlement and Other Risk Man_3
Settlement and Other Risk Management Estimated Settlement Exposure (Details) - Guarantee Obligations - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Risks Inherent in Servicing Assets and Servicing Liabilities | ||
Gross settlement exposure | $ 50,631 | $ 55,800 |
Collateral held for settlement exposure | (4,437) | (4,772) |
Net uncollateralized settlement exposure | $ 46,194 | $ 51,028 |
Settlement and Other Risk Man_4
Settlement and Other Risk Management Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Settlement and Other Risk Management [Abstract] | ||
Travelers cheques outstanding, notional value | $ 359 | $ 367 |
Travelers cheques covered by collateral arrangements | $ 283 | $ 290 |
Derivative and Hedging Instru_3
Derivative and Hedging Instruments Classification of Outstanding Forward Contracts (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Prepaid Expenses and Other Current Assets | ||
Foreign Exchange Risk Management | ||
Forward contracts to purchase and sell foreign currency - Balance sheet location - Accounts receivable/Prepaid expenses and other current assets | $ 87 | $ 12 |
Other current liabilities | ||
Foreign Exchange Risk Management | ||
Forward contracts to purchase and sell foreign currency - Balance sheet location - Other current liabilities | (20) | (32) |
Commitments to purchase foreign currency | Foreign Exchange Forward | ||
Foreign Exchange Risk Management | ||
Commitments/Options to purchase/sell foreign currency, Notional | 376 | 185 |
Commitments/Options to purchase/sell foreign currency, Estimated Fair Value | (12) | 3 |
Commitments/Options to sell foreign currency | Foreign Exchange Forward | ||
Foreign Exchange Risk Management | ||
Commitments/Options to purchase/sell foreign currency, Notional | 1,553 | 1,506 |
Commitments/Options to purchase/sell foreign currency, Estimated Fair Value | 75 | (25) |
Commitments/Options to sell foreign currency | Foreign Exchange Option | ||
Foreign Exchange Risk Management | ||
Commitments/Options to purchase/sell foreign currency, Notional | 26 | 21 |
Commitments/Options to purchase/sell foreign currency, Estimated Fair Value | $ 4 | $ 2 |
Derivative and Hedging Instru_4
Derivative and Hedging Instruments (Details) € in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2015EUR (€) | |
Foreign Exchange Risk Management | ||||
Terms of the foreign currency forward contracts and foreign currency option contracts, less than | 18 months | |||
Net foreign currency transaction pre-tax loss in AOCI | $ 64 | |||
Payments for Hedge, Investing Activities | 175 | $ 0 | ||
Cash flow hedges | (189) | 0 | ||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax | (150) | 0 | ||
General and administrative | Foreign currency derivative contracts | ||||
Foreign Exchange Risk Management | ||||
Gain (loss) for contracts to purchase and sell foreign currency | 107 | $ (5) | ||
Net Investment Hedging | ||||
Foreign Exchange Risk Management | ||||
Derivative Liability, Notional Amount | € | € 1,650 | |||
Cash Flow Hedging [Member] | Interest Rate Risk [Member] | ||||
Foreign Exchange Risk Management | ||||
Derivative, Notional Amount | $ 1,000 | |||
Payments for Hedge, Investing Activities | 175 | |||
Cash flow hedges | (175) | 14 | ||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), after Reclassification and Tax | 150 | |||
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months | 6 | |||
Prepaid Expenses and Other Current Assets | ||||
Foreign Exchange Risk Management | ||||
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Asset at Fair Value | $ 87 | $ 12 |