|
☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
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|
|
Delaware
|
13-4172551
|
|
(State or other jurisdiction of
incorporation or organization)
|
(IRS Employer
Identification Number)
|
|
|
|
|
2000 Purchase Street
|
10577
|
|
Purchase,
|
NY
|
(Zip Code)
|
(Address of principal executive offices)
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|
Title of each class
|
|
Trading Symbol
|
|
Name of each exchange of which registered
|
Class A Common Stock
|
|
MA
|
|
New York Stock Exchange
|
1.100% Notes due 2022
|
|
MA22
|
|
New York Stock Exchange
|
2.100% Notes due 2027
|
|
MA27
|
|
New York Stock Exchange
|
2.500% Notes due 2030
|
|
MA30
|
|
New York Stock Exchange
|
Large accelerated filer
|
|
☒
|
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Accelerated filer
|
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☐
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||
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☐
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|
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Emerging growth company
|
|
☐
|
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act.
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☐
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Page
|
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|
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|
|
|
|
|
•
|
regulation directly related to the payments industry (including regulatory, legislative and litigation activity with respect to interchange rates, surcharging and the extension of current regulatory activity to additional jurisdictions or products)
|
•
|
the impact of preferential or protective government actions
|
•
|
regulation of privacy, data protection, security and the digital economy
|
•
|
regulation that directly or indirectly applies to us based on our participation in the global payments industry (including anti-money laundering, counter terrorist financing, economic sanctions and anti-corruption; account-based payment systems; issuer practice regulation; and regulation of internet and digital transactions)
|
•
|
the impact of changes in tax laws, as well as regulations and interpretations of such laws or challenges to our tax positions
|
•
|
potential or incurred liability and limitations on business related to any litigation or litigation settlements
|
•
|
the impact of competition in the global payments industry (including disintermediation and pricing pressure)
|
•
|
the challenges relating to rapid technological developments and changes
|
•
|
the challenges relating to operating real-time account-based payment system and to working with new customers and end users
|
•
|
the impact of information security incidents, account data breaches, fraudulent activity or service disruptions
|
•
|
issues related to our relationships with our financial institution customers (including loss of substantial business from significant customers, competitor relationships with our customers and banking industry consolidation)
|
•
|
the impact of our relationships with other stakeholders, including merchants and governments
|
•
|
exposure to loss or illiquidity due to our role as guarantor, as well as other contractual obligations
|
•
|
the impact of global economic, political, financial and societal events and conditions
|
•
|
reputational impact, including impact related to brand perception
|
•
|
the inability to attract, hire and retain a highly qualified and diverse workforce, or maintain our corporate culture
|
•
|
issues related to acquisition integration, strategic investments and entry into new businesses
|
•
|
issues related to our Class A common stock and corporate governance structure
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
(in millions, except per share data)
|
||||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
5,691
|
|
|
$
|
6,682
|
|
Restricted cash for litigation settlement
|
662
|
|
|
553
|
|
||
Investments
|
809
|
|
|
1,696
|
|
||
Accounts receivable
|
2,607
|
|
|
2,276
|
|
||
Settlement due from customers
|
1,549
|
|
|
2,452
|
|
||
Restricted security deposits held for customers
|
1,061
|
|
|
1,080
|
|
||
Prepaid expenses and other current assets
|
1,786
|
|
|
1,432
|
|
||
Total Current Assets
|
14,165
|
|
|
16,171
|
|
||
Property, equipment and right-of-use assets, net of accumulated depreciation of $970 and $847, respectively
|
1,348
|
|
|
921
|
|
||
Deferred income taxes
|
478
|
|
|
570
|
|
||
Goodwill
|
3,524
|
|
|
2,904
|
|
||
Other intangible assets, net of accumulated amortization of $1,250 and $1,175, respectively
|
1,232
|
|
|
991
|
|
||
Other assets
|
3,984
|
|
|
3,303
|
|
||
Total Assets
|
$
|
24,731
|
|
|
$
|
24,860
|
|
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND EQUITY
|
|
|
|
||||
Accounts payable
|
$
|
432
|
|
|
$
|
537
|
|
Settlement due to customers
|
1,330
|
|
|
2,189
|
|
||
Restricted security deposits held for customers
|
1,061
|
|
|
1,080
|
|
||
Accrued litigation
|
935
|
|
|
1,591
|
|
||
Accrued expenses
|
4,752
|
|
|
4,747
|
|
||
Current portion of long-term debt
|
—
|
|
|
500
|
|
||
Other current liabilities
|
987
|
|
|
949
|
|
||
Total Current Liabilities
|
9,497
|
|
|
11,593
|
|
||
Long-term debt
|
7,806
|
|
|
5,834
|
|
||
Deferred income taxes
|
95
|
|
|
67
|
|
||
Other liabilities
|
2,224
|
|
|
1,877
|
|
||
Total Liabilities
|
19,622
|
|
|
19,371
|
|
||
|
|
|
|
||||
Commitments and Contingencies
|
|
|
|
||||
|
|
|
|
||||
Redeemable Non-controlling Interests
|
74
|
|
|
71
|
|
||
|
|
|
|
||||
Stockholders’ Equity
|
|
|
|
||||
Class A common stock, $0.0001 par value; authorized 3,000 shares, 1,389 and 1,387 shares issued and 1,005 and 1,019 outstanding, respectively
|
—
|
|
|
—
|
|
||
Class B common stock, $0.0001 par value; authorized 1,200 shares, 11 and 12 issued and outstanding, respectively
|
—
|
|
|
—
|
|
||
Additional paid-in-capital
|
4,675
|
|
|
4,580
|
|
||
Class A treasury stock, at cost, 385 and 368 shares, respectively
|
(29,454
|
)
|
|
(25,750
|
)
|
||
Retained earnings
|
30,517
|
|
|
27,283
|
|
||
Accumulated other comprehensive income (loss)
|
(730
|
)
|
|
(718
|
)
|
||
Total Stockholders’ Equity
|
5,008
|
|
|
5,395
|
|
||
Non-controlling interests
|
27
|
|
|
23
|
|
||
Total Equity
|
5,035
|
|
|
5,418
|
|
||
Total Liabilities, Redeemable Non-controlling Interests and Equity
|
$
|
24,731
|
|
|
$
|
24,860
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions, except per share data)
|
||||||||||||||
Net Revenue
|
$
|
4,113
|
|
|
$
|
3,665
|
|
|
$
|
8,002
|
|
|
$
|
7,245
|
|
Operating Expenses
|
|
|
|
|
|
|
|
||||||||
General and administrative
|
1,369
|
|
|
1,184
|
|
|
2,736
|
|
|
2,505
|
|
||||
Advertising and marketing
|
225
|
|
|
205
|
|
|
417
|
|
|
402
|
|
||||
Depreciation and amortization
|
122
|
|
|
115
|
|
|
239
|
|
|
235
|
|
||||
Provision for litigation
|
—
|
|
|
225
|
|
|
—
|
|
|
342
|
|
||||
Total operating expenses
|
1,716
|
|
|
1,729
|
|
|
3,392
|
|
|
3,484
|
|
||||
Operating income
|
2,397
|
|
|
1,936
|
|
|
4,610
|
|
|
3,761
|
|
||||
Other Income (Expense)
|
|
|
|
|
|
|
|
||||||||
Investment income
|
24
|
|
|
31
|
|
|
51
|
|
|
48
|
|
||||
Gains (losses) on equity investments, net
|
143
|
|
|
—
|
|
|
148
|
|
|
—
|
|
||||
Interest expense
|
(51
|
)
|
|
(48
|
)
|
|
(97
|
)
|
|
(91
|
)
|
||||
Other income (expense), net
|
6
|
|
|
3
|
|
|
10
|
|
|
7
|
|
||||
Total other income (expense)
|
122
|
|
|
(14
|
)
|
|
112
|
|
|
(36
|
)
|
||||
Income before income taxes
|
2,519
|
|
|
1,922
|
|
|
4,722
|
|
|
3,725
|
|
||||
Income tax expense
|
471
|
|
|
353
|
|
|
812
|
|
|
664
|
|
||||
Net Income
|
$
|
2,048
|
|
|
$
|
1,569
|
|
|
$
|
3,910
|
|
|
$
|
3,061
|
|
|
|
|
|
|
|
|
|
||||||||
Basic Earnings per Share
|
$
|
2.01
|
|
|
$
|
1.50
|
|
|
$
|
3.82
|
|
|
$
|
2.92
|
|
Basic weighted-average shares outstanding
|
1,020
|
|
|
1,043
|
|
|
1,023
|
|
|
1,047
|
|
||||
Diluted Earnings per Share
|
$
|
2.00
|
|
|
$
|
1.50
|
|
|
$
|
3.80
|
|
|
$
|
2.91
|
|
Diluted weighted-average shares outstanding
|
1,025
|
|
|
1,049
|
|
|
1,028
|
|
|
1,053
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Net Income
|
$
|
2,048
|
|
|
$
|
1,569
|
|
|
$
|
3,910
|
|
|
$
|
3,061
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(34
|
)
|
|
(352
|
)
|
|
(23
|
)
|
|
(191
|
)
|
||||
Income tax effect
|
—
|
|
|
7
|
|
|
3
|
|
|
5
|
|
||||
Foreign currency translation adjustments, net of income tax effect
|
(34
|
)
|
|
(345
|
)
|
|
(20
|
)
|
|
(186
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Translation adjustments on net investment hedge
|
(28
|
)
|
|
113
|
|
|
8
|
|
|
68
|
|
||||
Income tax effect
|
6
|
|
|
(27
|
)
|
|
(2
|
)
|
|
(15
|
)
|
||||
Translation adjustments on net investment hedge, net of income tax effect
|
(22
|
)
|
|
86
|
|
|
6
|
|
|
53
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Defined benefit pension and other postretirement plans
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
Income tax effect
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Defined benefit pension and other postretirement plans, net of income tax effect
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Investment securities available-for-sale
|
—
|
|
|
—
|
|
|
4
|
|
|
(1
|
)
|
||||
Income tax effect
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Investment securities available-for-sale, net of income tax effect
|
—
|
|
|
—
|
|
|
3
|
|
|
(1
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss), net of tax
|
(57
|
)
|
|
(259
|
)
|
|
(12
|
)
|
|
(135
|
)
|
||||
Comprehensive Income
|
$
|
1,991
|
|
|
$
|
1,310
|
|
|
$
|
3,898
|
|
|
$
|
2,926
|
|
|
Stockholders’ Equity
|
|
|
|
|
||||||||||||||||||||||||||
|
Common Stock
|
|
Additional
Paid-In Capital |
|
Class A
Treasury Stock |
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Non-
Controlling
Interests
|
|
Total Equity
|
||||||||||||||||||
|
Class A
|
|
Class B
|
|
|
|
|||||||||||||||||||||||||
|
(in millions, except per share data)
|
||||||||||||||||||||||||||||||
Balance at December 31, 2018
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,580
|
|
|
$
|
(25,750
|
)
|
|
$
|
27,283
|
|
|
$
|
(718
|
)
|
|
$
|
23
|
|
|
$
|
5,418
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,862
|
|
|
—
|
|
|
—
|
|
|
1,862
|
|
||||||||
Activity from non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
45
|
|
||||||||
Cash dividends declared on Class A and Class B common stock, $0.33 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(339
|
)
|
|
—
|
|
|
—
|
|
|
(339
|
)
|
||||||||
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,790
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,790
|
)
|
||||||||
Share-based payments
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
||||||||
Balance at March 31, 2019
|
—
|
|
|
—
|
|
|
4,569
|
|
|
(27,534
|
)
|
|
28,806
|
|
|
(673
|
)
|
|
22
|
|
|
5,190
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,048
|
|
|
—
|
|
|
—
|
|
|
2,048
|
|
||||||||
Activity from non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
||||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
(57
|
)
|
||||||||
Cash dividends declared on Class A and Class B common stock, $0.33 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(337
|
)
|
|
—
|
|
|
—
|
|
|
(337
|
)
|
||||||||
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,920
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,920
|
)
|
||||||||
Share-based payments
|
—
|
|
|
—
|
|
|
106
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106
|
|
||||||||
Balance at June 30, 2019
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,675
|
|
|
$
|
(29,454
|
)
|
|
$
|
30,517
|
|
|
$
|
(730
|
)
|
|
$
|
27
|
|
|
$
|
5,035
|
|
|
Stockholders’ Equity
|
|
|
|
|
||||||||||||||||||||||||||
|
Common Stock
|
|
Additional
Paid-In Capital |
|
Class A
Treasury Stock |
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Non-
Controlling
Interests
|
|
Total Equity
|
||||||||||||||||||
|
Class A
|
|
Class B
|
|
|
|
|||||||||||||||||||||||||
|
(in millions, except per share data)
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance at December 31, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,365
|
|
|
$
|
(20,764
|
)
|
|
$
|
22,364
|
|
|
$
|
(497
|
)
|
|
$
|
29
|
|
|
$
|
5,497
|
|
Adoption of revenue standard
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
366
|
|
|
—
|
|
|
—
|
|
|
366
|
|
||||||||
Adoption of intra-entity asset transfers standard
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(183
|
)
|
|
—
|
|
|
—
|
|
|
(183
|
)
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,492
|
|
|
—
|
|
|
—
|
|
|
1,492
|
|
||||||||
Activity related to non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124
|
|
|
—
|
|
|
124
|
|
||||||||
Cash dividends declared on Class A and Class B common stock, $0.25 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(262
|
)
|
|
—
|
|
|
—
|
|
|
(262
|
)
|
||||||||
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,383
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,383
|
)
|
||||||||
Share-based payments
|
—
|
|
|
—
|
|
|
2
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||||||
Balance at March 31, 2018
|
—
|
|
|
—
|
|
|
4,367
|
|
|
(22,143
|
)
|
|
23,777
|
|
|
(373
|
)
|
|
28
|
|
|
5,656
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,569
|
|
|
—
|
|
|
—
|
|
|
1,569
|
|
||||||||
Activity from non-controlling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
||||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(259
|
)
|
|
—
|
|
|
(259
|
)
|
||||||||
Cash dividends declared on Class A and Class B common stock, $0.25 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(260
|
)
|
|
—
|
|
|
—
|
|
|
(260
|
)
|
||||||||
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,507
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,507
|
)
|
||||||||
Share-based payments
|
—
|
|
|
—
|
|
|
86
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86
|
|
||||||||
Balance at June 30, 2018
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,453
|
|
|
$
|
(23,650
|
)
|
|
$
|
25,086
|
|
|
$
|
(632
|
)
|
|
$
|
22
|
|
|
$
|
5,279
|
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
3,910
|
|
|
$
|
3,061
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Amortization of customer and merchant incentives
|
623
|
|
|
578
|
|
||
Depreciation and amortization
|
239
|
|
|
235
|
|
||
(Gains) losses on equity investments, net
|
(148
|
)
|
|
—
|
|
||
Share-based compensation
|
130
|
|
|
98
|
|
||
Deferred income taxes
|
65
|
|
|
(107
|
)
|
||
Other
|
12
|
|
|
5
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(327
|
)
|
|
(195
|
)
|
||
Settlement due from customers
|
903
|
|
|
(158
|
)
|
||
Prepaid expenses
|
(1,015
|
)
|
|
(843
|
)
|
||
Accrued litigation and legal settlements
|
(641
|
)
|
|
231
|
|
||
Restricted security deposits held for customers
|
(19
|
)
|
|
(93
|
)
|
||
Accounts payable
|
(105
|
)
|
|
(86
|
)
|
||
Settlement due to customers
|
(858
|
)
|
|
(109
|
)
|
||
Accrued expenses
|
(13
|
)
|
|
81
|
|
||
Net change in other assets and liabilities
|
92
|
|
|
(174
|
)
|
||
Net cash provided by operating activities
|
2,848
|
|
|
2,524
|
|
||
Investing Activities
|
|
|
|
||||
Purchases of investment securities available-for-sale
|
(386
|
)
|
|
(705
|
)
|
||
Purchases of investments held-to-maturity
|
(124
|
)
|
|
(242
|
)
|
||
Proceeds from sales of investment securities available-for-sale
|
935
|
|
|
412
|
|
||
Proceeds from maturities of investment securities available-for-sale
|
219
|
|
|
171
|
|
||
Proceeds from maturities of investments held-to-maturity
|
237
|
|
|
646
|
|
||
Purchases of property and equipment
|
(174
|
)
|
|
(172
|
)
|
||
Capitalized software
|
(150
|
)
|
|
(79
|
)
|
||
Purchases of equity investments
|
(386
|
)
|
|
(21
|
)
|
||
Acquisition of businesses, net of cash acquired
|
(723
|
)
|
|
—
|
|
||
Other investing activities
|
(2
|
)
|
|
(16
|
)
|
||
Net cash used in investing activities
|
(554
|
)
|
|
(6
|
)
|
||
Financing Activities
|
|
|
|
||||
Purchases of treasury stock
|
(3,741
|
)
|
|
(2,881
|
)
|
||
Dividends paid
|
(677
|
)
|
|
(525
|
)
|
||
Proceeds from debt
|
1,980
|
|
|
991
|
|
||
Payment of debt
|
(500
|
)
|
|
—
|
|
||
Contingent consideration paid
|
(199
|
)
|
|
—
|
|
||
Tax withholdings related to share-based payments
|
(120
|
)
|
|
(73
|
)
|
||
Cash proceeds from exercise of stock options
|
91
|
|
|
67
|
|
||
Other financing activities
|
6
|
|
|
5
|
|
||
Net cash used in financing activities
|
(3,160
|
)
|
|
(2,416
|
)
|
||
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents
|
(26
|
)
|
|
74
|
|
||
Net (decrease) increase in cash, cash equivalents, restricted cash and restricted cash equivalents
|
(892
|
)
|
|
176
|
|
||
Cash, cash equivalents, restricted cash and restricted cash equivalents - beginning of period
|
8,337
|
|
|
7,592
|
|
||
Cash, cash equivalents, restricted cash and restricted cash equivalents - end of period
|
$
|
7,445
|
|
|
$
|
7,768
|
|
|
Balance at December 31, 2018
|
|
Impact of lease standard
|
|
Balance at
January 1, 2019 |
||||||
|
(in millions)
|
||||||||||
Assets
|
|
|
|
|
|
||||||
Property, equipment and right-of-use assets, net
|
$
|
921
|
|
|
$
|
375
|
|
|
$
|
1,296
|
|
Liabilities
|
|
|
|
|
|
||||||
Other current liabilities
|
949
|
|
|
72
|
|
|
1,021
|
|
|||
Other liabilities
|
1,877
|
|
|
303
|
|
|
2,180
|
|
|
(in millions)
|
||
Assets:
|
|
||
Cash and cash equivalents
|
$
|
10
|
|
Other current assets
|
16
|
|
|
Other intangible assets
|
213
|
|
|
Goodwill
|
619
|
|
|
Other assets
|
12
|
|
|
Total assets
|
870
|
|
|
|
|
||
Liabilities:
|
|
||
Other current liabilities
|
11
|
|
|
Deferred income taxes
|
52
|
|
|
Other liabilities
|
23
|
|
|
Total liabilities
|
86
|
|
|
|
|
||
Net assets acquired
|
$
|
784
|
|
|
Acquisition Date
Fair Value
|
|
Weighted-Average Useful Life
|
||
|
(in millions)
|
|
(in years)
|
||
Developed technologies
|
$
|
127
|
|
|
8.6
|
Customer relationships
|
80
|
|
|
13.3
|
|
Other
|
6
|
|
|
1.7
|
|
Other intangible assets
|
$
|
213
|
|
|
10.2
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Revenue by source:
|
|
|
|
|
|
|
|
||||||||
Domestic assessments
|
$
|
1,680
|
|
|
$
|
1,537
|
|
|
$
|
3,285
|
|
|
$
|
2,995
|
|
Cross-border volume fees
|
1,374
|
|
|
1,198
|
|
|
2,637
|
|
|
2,355
|
|
||||
Transaction processing
|
2,053
|
|
|
1,830
|
|
|
3,975
|
|
|
3,537
|
|
||||
Other revenues
|
962
|
|
|
785
|
|
|
1,804
|
|
|
1,533
|
|
||||
Gross revenue
|
6,069
|
|
|
5,350
|
|
|
11,701
|
|
|
10,420
|
|
||||
Rebates and incentives (contra-revenue)
|
(1,956
|
)
|
|
(1,685
|
)
|
|
(3,699
|
)
|
|
(3,175
|
)
|
||||
Net revenue
|
$
|
4,113
|
|
|
$
|
3,665
|
|
|
$
|
8,002
|
|
|
$
|
7,245
|
|
|
|
|
|
|
|
|
|
||||||||
Net revenue by geographic region:
|
|
|
|
|
|
|
|
||||||||
North American Markets
|
$
|
1,430
|
|
|
$
|
1,334
|
|
|
$
|
2,777
|
|
|
$
|
2,581
|
|
International Markets
|
2,629
|
|
|
2,288
|
|
|
5,135
|
|
|
4,590
|
|
||||
Other 1
|
54
|
|
|
43
|
|
|
90
|
|
|
74
|
|
||||
Net revenue
|
$
|
4,113
|
|
|
$
|
3,665
|
|
|
$
|
8,002
|
|
|
$
|
7,245
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions, except per share data)
|
||||||||||||||
Numerator
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
2,048
|
|
|
$
|
1,569
|
|
|
$
|
3,910
|
|
|
$
|
3,061
|
|
Denominator
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average shares outstanding
|
1,020
|
|
|
1,043
|
|
|
1,023
|
|
|
1,047
|
|
||||
Dilutive stock options and stock units
|
5
|
|
|
6
|
|
|
5
|
|
|
6
|
|
||||
Diluted weighted-average shares outstanding 1
|
1,025
|
|
|
1,049
|
|
|
1,028
|
|
|
1,053
|
|
||||
Earnings per Share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
2.01
|
|
|
$
|
1.50
|
|
|
$
|
3.82
|
|
|
$
|
2.92
|
|
Diluted
|
$
|
2.00
|
|
|
$
|
1.50
|
|
|
$
|
3.80
|
|
|
$
|
2.91
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Cash and cash equivalents
|
$
|
6,682
|
|
|
$
|
5,933
|
|
Restricted cash and restricted cash equivalents
|
|
|
|
||||
Restricted cash for litigation settlement
|
553
|
|
|
546
|
|
||
Restricted security deposits held for customers
|
1,080
|
|
|
1,085
|
|
||
Prepaid expenses and other current assets
|
22
|
|
|
28
|
|
||
Cash, cash equivalents, restricted cash and restricted cash equivalents -
beginning of period
|
$
|
8,337
|
|
|
$
|
7,592
|
|
|
|
|
|
||||
|
June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Cash and cash equivalents
|
$
|
5,691
|
|
|
$
|
6,210
|
|
Restricted cash and restricted cash equivalents
|
|
|
|
||||
Restricted cash for litigation settlement
|
662
|
|
|
549
|
|
||
Restricted security deposits held for customers
|
1,061
|
|
|
992
|
|
||
Prepaid expenses and other current assets
|
31
|
|
|
17
|
|
||
Cash, cash equivalents, restricted cash and restricted cash equivalents -
end of period
|
$
|
7,445
|
|
|
$
|
7,768
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Investment securities available for sale 1:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Municipal securities
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
15
|
|
Government and agency securities
|
69
|
|
|
52
|
|
|
—
|
|
|
121
|
|
|
65
|
|
|
92
|
|
|
—
|
|
|
157
|
|
||||||||
Corporate securities
|
—
|
|
|
431
|
|
|
—
|
|
|
431
|
|
|
—
|
|
|
1,043
|
|
|
—
|
|
|
1,043
|
|
||||||||
Asset-backed securities
|
—
|
|
|
103
|
|
|
—
|
|
|
103
|
|
|
—
|
|
|
217
|
|
|
—
|
|
|
217
|
|
||||||||
Derivative instruments 2:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign currency derivative assets
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
||||||||
Marketable equity investments 3:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity securities
|
487
|
|
|
—
|
|
|
—
|
|
|
487
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Deferred compensation plan 4:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Deferred compensation assets
|
64
|
|
|
—
|
|
|
—
|
|
|
64
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
54
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivative instruments 2:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign currency derivative liabilities
|
$
|
—
|
|
|
$
|
(19
|
)
|
|
$
|
—
|
|
|
$
|
(19
|
)
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
Deferred compensation plan 5:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Deferred compensation liabilities
|
(65
|
)
|
|
—
|
|
|
—
|
|
|
(65
|
)
|
|
(54
|
)
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gain
|
|
Gross
Unrealized
Loss
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gain
|
|
Gross
Unrealized
Loss
|
|
Fair
Value
|
||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||
Municipal securities
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15
|
|
Government and agency securities
|
121
|
|
|
—
|
|
|
—
|
|
|
121
|
|
|
157
|
|
|
—
|
|
|
—
|
|
|
157
|
|
||||||||
Corporate securities
|
430
|
|
|
1
|
|
|
—
|
|
|
431
|
|
|
1,044
|
|
|
1
|
|
|
(2
|
)
|
|
1,043
|
|
||||||||
Asset-backed securities
|
102
|
|
|
1
|
|
|
—
|
|
|
103
|
|
|
217
|
|
|
—
|
|
|
—
|
|
|
217
|
|
||||||||
Total
|
$
|
656
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
658
|
|
|
$
|
1,433
|
|
|
$
|
1
|
|
|
$
|
(2
|
)
|
|
$
|
1,432
|
|
|
Available-For-Sale
|
||||||
|
Amortized
Cost
|
|
Fair Value
|
||||
|
(in millions)
|
||||||
Due within 1 year
|
$
|
216
|
|
|
$
|
217
|
|
Due after 1 year through 5 years
|
440
|
|
|
441
|
|
||
Total
|
$
|
656
|
|
|
$
|
658
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
(in millions)
|
||||||
Customer and merchant incentives
|
$
|
874
|
|
|
$
|
778
|
|
Prepaid income taxes
|
218
|
|
|
51
|
|
||
Other
|
694
|
|
|
603
|
|
||
Total prepaid expenses and other current assets
|
$
|
1,786
|
|
|
$
|
1,432
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
(in millions)
|
||||||
Customer and merchant incentives
|
$
|
2,572
|
|
|
$
|
2,458
|
|
Equity investments
|
867
|
|
|
337
|
|
||
Income taxes receivable
|
294
|
|
|
298
|
|
||
Other
|
251
|
|
|
210
|
|
||
Total other assets
|
$
|
3,984
|
|
|
$
|
3,303
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
(in millions)
|
||||||
Building, building equipment and land
|
$
|
493
|
|
|
$
|
481
|
|
Equipment
|
1,080
|
|
|
987
|
|
||
Furniture and fixtures
|
86
|
|
|
85
|
|
||
Leasehold improvements
|
239
|
|
|
215
|
|
||
Operating lease right-of-use assets
|
420
|
|
|
—
|
|
||
Property, equipment and right-of-use assets
|
2,318
|
|
|
1,768
|
|
||
Less accumulated depreciation and amortization
|
(970
|
)
|
|
(847
|
)
|
||
Property, equipment and right-of-use assets, net
|
$
|
1,348
|
|
|
$
|
921
|
|
|
June 30,
2019 |
||
|
(in millions)
|
||
Balance sheet location
|
|
||
Property, equipment and right-of-use assets, net
|
$
|
377
|
|
Other current liabilities
|
82
|
|
|
Other liabilities
|
336
|
|
|
Operating Leases
|
||
|
(in millions)
|
||
Remainder of 2019
|
$
|
47
|
|
2020
|
89
|
|
|
2021
|
67
|
|
|
2022
|
60
|
|
|
2023
|
54
|
|
|
Thereafter
|
146
|
|
|
Total operating lease payments
|
463
|
|
|
Less: Interest
|
(45
|
)
|
|
Present value of operating lease liabilities
|
$
|
418
|
|
|
Operating Leases
|
||
|
(in millions)
|
||
2019
|
$
|
72
|
|
2020
|
75
|
|
|
2021
|
76
|
|
|
2022
|
68
|
|
|
2023
|
58
|
|
|
Thereafter
|
327
|
|
|
Total
|
$
|
676
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
(in millions)
|
||||||
Customer and merchant incentives
|
$
|
3,425
|
|
|
$
|
3,275
|
|
Personnel costs
|
404
|
|
|
744
|
|
||
Income and other taxes
|
358
|
|
|
158
|
|
||
Other
|
565
|
|
|
570
|
|
||
Total accrued expenses
|
$
|
4,752
|
|
|
$
|
4,747
|
|
Notes
|
|
Issuance
Date
|
|
Interest Payment Terms
|
|
Maturity
Date
|
|
Aggregate Principal Amount
|
|
Stated
Interest Rate
|
|
Effective
Interest Rate
|
|
June 30,
2019 |
|
December 31,
2018 |
||||||||
|
|
|
|
|
|
|
|
(in millions, except percentages)
|
||||||||||||||||
2019 USD Notes
|
|
May 2019
|
|
Semi-annually
|
|
2029
|
|
$
|
1,000
|
|
|
2.950
|
%
|
|
3.030
|
%
|
|
$
|
1,000
|
|
|
$
|
—
|
|
|
|
|
|
|
|
2049
|
|
1,000
|
|
|
3.650
|
%
|
|
3.689
|
%
|
|
1,000
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
$
|
2,000
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2018 USD Notes
|
|
February 2018
|
|
Semi-annually
|
|
2028
|
|
$
|
500
|
|
|
3.500
|
%
|
|
3.598
|
%
|
|
500
|
|
|
500
|
|
||
|
|
|
|
|
|
2048
|
|
500
|
|
|
3.950
|
%
|
|
3.990
|
%
|
|
500
|
|
|
500
|
|
|||
|
|
|
|
|
|
|
|
$
|
1,000
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2016 USD Notes
|
|
November 2016
|
|
Semi-annually
|
|
2021
|
|
$
|
650
|
|
|
2.000
|
%
|
|
2.236
|
%
|
|
650
|
|
|
650
|
|
||
|
|
|
|
|
|
2026
|
|
750
|
|
|
2.950
|
%
|
|
3.044
|
%
|
|
750
|
|
|
750
|
|
|||
|
|
|
|
|
|
2046
|
|
600
|
|
|
3.800
|
%
|
|
3.893
|
%
|
|
600
|
|
|
600
|
|
|||
|
|
|
|
|
|
|
|
$
|
2,000
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2015 Euro Notes
|
|
December 2015
|
|
Annually
|
|
2022
|
|
€
|
700
|
|
|
1.100
|
%
|
|
1.265
|
%
|
|
797
|
|
|
801
|
|
||
|
|
|
|
|
|
2027
|
|
800
|
|
|
2.100
|
%
|
|
2.189
|
%
|
|
910
|
|
|
916
|
|
|||
|
|
|
|
|
|
2030
|
|
150
|
|
|
2.500
|
%
|
|
2.562
|
%
|
|
171
|
|
|
172
|
|
|||
|
|
|
|
|
|
|
|
€
|
1,650
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
2014 USD Notes
|
|
March 2014
|
|
Semi-annually
|
|
2019
|
|
$
|
500
|
|
|
2.000
|
%
|
|
2.178
|
%
|
|
—
|
|
|
500
|
|
||
|
|
|
|
|
|
2024
|
|
1,000
|
|
|
3.375
|
%
|
|
3.484
|
%
|
|
1,000
|
|
|
1,000
|
|
|||
|
|
|
|
|
|
|
|
$
|
1,500
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,878
|
|
|
6,389
|
|
||||||
Less: Unamortized discount and debt issuance costs
|
|
(72
|
)
|
|
(55
|
)
|
||||||||||||||||||
Total debt outstanding
|
|
7,806
|
|
|
6,334
|
|
||||||||||||||||||
Less: Current portion1
|
|
—
|
|
|
(500
|
)
|
||||||||||||||||||
Long-term debt
|
|
$
|
7,806
|
|
|
$
|
5,834
|
|
|
|
|
|
|
|
|
|
||||||||
Board authorization dates
|
December
2018 |
|
December
2017 |
|
December
2016 |
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Date program became effective
|
January
2019
|
|
March
2018 |
|
April
2017 |
|
Total
|
||||||||
|
(in millions, except average price data)
|
||||||||||||||
Board authorization
|
$
|
6,500
|
|
|
$
|
4,000
|
|
|
$
|
4,000
|
|
|
$
|
14,500
|
|
Dollar value of shares repurchased during the six months ended June 30, 2018
|
$
|
—
|
|
|
$
|
1,647
|
|
|
$
|
1,234
|
|
|
$
|
2,881
|
|
Remaining authorization at December 31, 2018
|
$
|
6,500
|
|
|
$
|
301
|
|
|
$
|
—
|
|
|
$
|
6,801
|
|
Dollar value of shares repurchased during the six months ended June 30, 2019
|
$
|
3,440
|
|
|
$
|
301
|
|
|
$
|
—
|
|
|
$
|
3,741
|
|
Remaining authorization at June 30, 2019
|
$
|
3,060
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,060
|
|
|
|
|
|
|
|
|
|
||||||||
Shares repurchased during the six months ended June 30, 2018
|
—
|
|
|
9.0
|
|
|
7.2
|
|
|
16.2
|
|
||||
Average price paid per share during the six months ended June 30, 2018
|
$
|
—
|
|
|
$
|
183.84
|
|
|
$
|
171.11
|
|
|
$
|
178.16
|
|
Shares repurchased during the six months ended June 30, 2019
|
14.8
|
|
|
1.6
|
|
|
—
|
|
|
16.4
|
|
||||
Average price paid per share during the six months ended June 30, 2019
|
$
|
232.42
|
|
|
$
|
188.38
|
|
|
$
|
—
|
|
|
$
|
228.13
|
|
Cumulative shares repurchased through June 30, 2019
|
14.8
|
|
|
20.6
|
|
|
28.2
|
|
|
63.6
|
|
||||
Cumulative average price paid per share
|
$
|
232.42
|
|
|
$
|
194.27
|
|
|
$
|
141.99
|
|
|
$
|
179.98
|
|
|
Outstanding Shares
|
||||
|
Class A
|
|
Class B
|
||
|
(in millions)
|
||||
Balance at December 31, 2018
|
1,018.6
|
|
|
11.8
|
|
Purchases of treasury stock
|
(16.4
|
)
|
|
—
|
|
Share-based payments
|
2.4
|
|
|
—
|
|
Conversion of Class B to Class A common stock
|
0.3
|
|
|
(0.3
|
)
|
Balance at June 30, 2019
|
1,004.9
|
|
|
11.5
|
|
|
Foreign Currency Translation Adjustments 1
|
|
Translation Adjustments on Net Investment Hedge
|
|
Defined Benefit Pension and Other Postretirement Plans
|
|
Investment Securities Available-for-Sale
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Balance at December 31, 2018
|
$
|
(661
|
)
|
|
$
|
(66
|
)
|
|
$
|
10
|
|
|
$
|
(1
|
)
|
|
$
|
(718
|
)
|
Other comprehensive income (loss) for the period 2
|
(20
|
)
|
|
6
|
|
|
(1
|
)
|
|
3
|
|
|
(12
|
)
|
|||||
Balance at June 30, 2019
|
$
|
(681
|
)
|
|
$
|
(60
|
)
|
|
$
|
9
|
|
|
$
|
2
|
|
|
$
|
(730
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2017
|
$
|
(382
|
)
|
|
$
|
(141
|
)
|
|
$
|
25
|
|
|
$
|
1
|
|
|
$
|
(497
|
)
|
Other comprehensive income (loss) for the period 2
|
(186
|
)
|
|
53
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(135
|
)
|
|||||
Balance at June 30, 2018
|
$
|
(568
|
)
|
|
$
|
(88
|
)
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
(632
|
)
|
|
Grants in 2019
|
|
Weighted-Average
Grant-Date
Fair Value
|
|
(in millions)
|
|
(per option/unit)
|
Non-qualified stock options
|
0.9
|
|
$53
|
Restricted stock units
|
0.9
|
|
$224
|
Performance stock units
|
0.1
|
|
$231
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
(in millions)
|
||||||
Gross settlement exposure
|
$
|
51,653
|
|
|
$
|
49,666
|
|
Collateral held for settlement exposure
|
(5,084
|
)
|
|
(4,711
|
)
|
||
Net uncollateralized settlement exposure
|
$
|
46,569
|
|
|
$
|
44,955
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
Notional
|
|
Estimated Fair
Value
|
|
Notional
|
|
Estimated Fair
Value
|
||||||||
|
(in millions)
|
||||||||||||||
Commitments to purchase foreign currency
|
$
|
204
|
|
|
$
|
(2
|
)
|
|
$
|
34
|
|
|
$
|
(1
|
)
|
Commitments to sell foreign currency
|
1,347
|
|
|
(7
|
)
|
|
1,066
|
|
|
26
|
|
||||
Options to sell foreign currency
|
18
|
|
|
2
|
|
|
25
|
|
|
4
|
|
||||
Balance sheet location
|
|
|
|
|
|
|
|
||||||||
Prepaid expenses and other current assets 1
|
|
|
12
|
|
|
|
|
35
|
|
||||||
Other current liabilities 1
|
|
|
(19
|
)
|
|
|
|
(6
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(in millions)
|
||||||||||||||
Foreign currency derivative contracts
|
|
|
|
|
|
|
|
||||||||
General and administrative
|
$
|
(15
|
)
|
|
$
|
56
|
|
|
$
|
(20
|
)
|
|
$
|
35
|
|
|
Three Months Ended June 30,
|
|
Increase/(Decrease)
|
|
Six Months Ended June 30,
|
|
Increase/(Decrease)
|
||||||||||||
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
||||||||||
|
($ in millions, except per share data)
|
||||||||||||||||||
Net revenue
|
$
|
4,113
|
|
|
$
|
3,665
|
|
|
12%
|
|
$
|
8,002
|
|
|
$
|
7,245
|
|
|
10%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses
|
$
|
1,716
|
|
|
$
|
1,729
|
|
|
(1)%
|
|
$
|
3,392
|
|
|
$
|
3,484
|
|
|
(3)%
|
Operating income
|
$
|
2,397
|
|
|
$
|
1,936
|
|
|
24%
|
|
$
|
4,610
|
|
|
$
|
3,761
|
|
|
23%
|
Operating margin
|
58.3
|
%
|
|
52.8
|
%
|
|
5.4 ppt
|
|
57.6
|
%
|
|
51.9
|
%
|
|
5.7 ppt
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income tax expense
|
$
|
471
|
|
|
$
|
353
|
|
|
34%
|
|
$
|
812
|
|
|
$
|
664
|
|
|
22%
|
Effective income tax rate
|
18.7
|
%
|
|
18.3
|
%
|
|
0.4 ppt
|
|
17.2
|
%
|
|
17.8
|
%
|
|
(0.6) ppt
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
2,048
|
|
|
$
|
1,569
|
|
|
31%
|
|
$
|
3,910
|
|
|
$
|
3,061
|
|
|
28%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share
|
$
|
2.00
|
|
|
$
|
1.50
|
|
|
33%
|
|
$
|
3.80
|
|
|
$
|
2.91
|
|
|
31%
|
Diluted weighted-average shares outstanding
|
1,025
|
|
|
1,049
|
|
|
(2)%
|
|
1,028
|
|
|
1,053
|
|
|
(2)%
|
|
Three Months Ended June 30,
|
|
Increase/(Decrease)
|
|
Six Months Ended June 30,
|
|
Increase/(Decrease)
|
||||||||||||||||
|
2019
|
|
2018
|
|
As adjusted
|
|
Currency-neutral
|
|
2019
|
|
2018
|
|
As adjusted
|
|
Currency-neutral
|
||||||||
|
($ in millions, except per share data)
|
||||||||||||||||||||||
Net revenue
|
$
|
4,113
|
|
|
$
|
3,665
|
|
|
12%
|
|
15%
|
|
$
|
8,002
|
|
|
$
|
7,245
|
|
|
10%
|
|
14%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted operating expenses
|
$
|
1,716
|
|
|
$
|
1,504
|
|
|
14%
|
|
17%
|
|
$
|
3,392
|
|
|
$
|
3,142
|
|
|
8%
|
|
11%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted operating margin
|
58.3
|
%
|
|
59.0
|
%
|
|
(0.7) ppt
|
|
(0.4) ppt
|
|
57.6
|
%
|
|
56.6
|
%
|
|
1.0 ppt
|
|
1.4 ppt
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted effective income tax rate2
|
18.5
|
%
|
|
18.8
|
%
|
|
(0.3) ppt
|
|
(0.1) ppt
|
|
17.7
|
%
|
|
18.2
|
%
|
|
(0.6) ppt
|
|
(0.3) ppt
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted net income2
|
$
|
1,937
|
|
|
$
|
1,744
|
|
|
11%
|
|
15%
|
|
$
|
3,765
|
|
|
$
|
3,325
|
|
|
13%
|
|
18%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted diluted earnings per share2
|
$
|
1.89
|
|
|
$
|
1.66
|
|
|
14%
|
|
17%
|
|
$
|
3.66
|
|
|
$
|
3.16
|
|
|
16%
|
|
20%
|
•
|
Net revenue increased 12% and 10%, or 15% and 14% on a currency-neutral basis, respectively, versus the comparable periods in 2018 primarily driven by:
|
–
|
Switched transaction growth of 18% and 17%, respectively
|
–
|
Cross-border volume growth of 16% and 15% on a local currency basis, respectively
|
–
|
Gross dollar volume growth of 13% and 12% on a local currency basis, respectively
|
–
|
Other revenues growth of 23% and 18%, or 24% and 19%, on a currency-neutral basis, respectively, driven by our Cyber & Intelligence and Data & Services solutions
|
–
|
These increases were partially offset by higher rebates and incentives, which increased 16% and 17%, or 20% and 21% on a currency-neutral basis, respectively.
|
•
|
Operating expenses decreased 1% and 3%, respectively, versus the comparable periods in 2018. Adjusted operating expenses increased 14% and 8%, respectively. On a currency-neutral basis the increase was 17% and 11%, respectively, primarily driven by:
|
–
|
2 and 1 percentage points of growth, respectively, from acquisitions,
|
–
|
5 and 2 percentage points of growth, respectively, from the impact of losses associated with foreign exchange activity for derivative contracts, as compared to gains in the prior year comparable periods.
|
•
|
The effective income tax rates were 18.7% and 17.2%, versus 18.3% and 17.8%, respectively, for the comparable periods in 2018. Adjusted effective income tax rates were 18.5% and 17.7%, versus 18.8% and 18.2%, for the comparable periods in 2018, primarily due to a more favorable geographic mix of earnings.
|
•
|
We generated net cash flows from operations of $2.8 billion.
|
•
|
We completed the acquisitions of businesses for total consideration of $784 million in the second quarter of 2019.
|
•
|
We repurchased 16.4 million shares of our common stock for $3.7 billion and paid dividends of $677 million.
|
•
|
We completed a debt offering for an aggregate principal amount of $2.0 billion and separately paid $500 million of principal that matured related to our 2014 USD Notes in the second quarter of 2019.
|
•
|
For the three and six months ended June 30, 2019, we recorded net gains of $143 million ($111 million after tax, or $0.11 per diluted share) and $148 million ($116 million after tax, or $0.11 per diluted share), respectively, primarily related to unrealized fair market value adjustments on marketable equity securities.
|
•
|
In the first quarter of 2019, we recorded a $30 million tax benefit ($0.03 per diluted share) related to a reduction to our transition tax liability, resulting from final transition tax regulations issued in January 2019.
|
•
|
In the second quarter of 2018, we recorded provisions for litigation of $225 million ($175 million after tax, or $0.17 per diluted share) related to the U.S. merchant class litigation, the filed and anticipated opt-out U.S. merchant cases and litigation settlements with U.K. merchants.
|
•
|
In the first quarter of 2018, we recorded provisions for litigation of $117 million ($89 million after tax, or $0.08 per diluted share) related to litigation settlements with Pan-European and U.K. merchants and an increase in the reserve for our U.S. merchant opt-out cases.
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Three Months Ended June 30, 2019
|
||||||||||||||||||||
|
Operating expenses
|
|
Operating margin
|
|
Other Income (Expense)
|
|
Effective income tax rate
|
|
Net income
|
|
Diluted earnings per share
|
||||||||||
|
($ in millions, except per share data)
|
||||||||||||||||||||
Reported - GAAP
|
$
|
1,716
|
|
|
58.3
|
%
|
|
$
|
122
|
|
|
18.7
|
%
|
|
$
|
2,048
|
|
|
$
|
2.00
|
|
(Gains) losses on equity investments
|
**
|
|
|
**
|
|
|
(143
|
)
|
|
(0.2
|
)%
|
|
(111
|
)
|
|
(0.11
|
)
|
||||
Non-GAAP
|
$
|
1,716
|
|
|
58.3
|
%
|
|
$
|
(21
|
)
|
|
18.5
|
%
|
|
$
|
1,937
|
|
|
$
|
1.89
|
|
|
Six Months Ended June 30, 2019
|
||||||||||||||||||||
|
Operating expenses
|
|
Operating margin
|
|
Other Income (Expense)
|
|
Effective income tax rate
|
|
Net income
|
|
Diluted earnings per share
|
||||||||||
|
($ in millions, except per share data)
|
||||||||||||||||||||
Reported - GAAP
|
$
|
3,392
|
|
|
57.6
|
%
|
|
$
|
112
|
|
|
17.2
|
%
|
|
$
|
3,910
|
|
|
$
|
3.80
|
|
(Gains) losses on equity investments
|
**
|
|
|
**
|
|
|
(148
|
)
|
|
(0.1
|
)%
|
|
(116
|
)
|
|
(0.11
|
)
|
||||
Tax act
|
**
|
|
|
**
|
|
|
**
|
|
|
0.6
|
%
|
|
(30
|
)
|
|
(0.03
|
)
|
||||
Non-GAAP
|
$
|
3,392
|
|
|
57.6
|
%
|
|
$
|
(36
|
)
|
|
17.7
|
%
|
|
$
|
3,765
|
|
|
$
|
3.66
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Three Months Ended June 30, 2018
|
||||||||||||||||||||
|
Operating expenses
|
|
Operating margin
|
|
Other Income (Expense)
|
|
Effective income tax rate
|
|
Net income
|
|
Diluted earnings per share
|
||||||||||
|
($ in millions, except per share data)
|
||||||||||||||||||||
Reported - GAAP
|
$
|
1,729
|
|
|
52.8
|
%
|
|
$
|
(14
|
)
|
|
18.3
|
%
|
|
$
|
1,569
|
|
|
$
|
1.50
|
|
Litigation provisions
|
(225
|
)
|
|
6.2
|
%
|
|
**
|
|
|
0.5
|
%
|
|
175
|
|
|
0.17
|
|
||||
Non-GAAP
|
$
|
1,504
|
|
|
59.0
|
%
|
|
$
|
(14
|
)
|
|
18.8
|
%
|
|
$
|
1,744
|
|
|
$
|
1.66
|
|
|
Six Months Ended June 30, 2018
|
||||||||||||||||||||
|
Operating expenses
|
|
Operating margin
|
|
Other Income (Expense)
|
|
Effective income tax rate
|
|
Net income
|
|
Diluted earnings per share
|
||||||||||
|
($ in millions, except per share data)
|
||||||||||||||||||||
Reported - GAAP
|
$
|
3,484
|
|
|
51.9
|
%
|
|
$
|
(36
|
)
|
|
17.8
|
%
|
|
$
|
3,061
|
|
|
$
|
2.91
|
|
Litigation provisions
|
(342
|
)
|
|
4.7
|
%
|
|
**
|
|
|
0.4
|
%
|
|
264
|
|
|
0.25
|
|
||||
Non-GAAP
|
$
|
3,142
|
|
|
56.6
|
%
|
|
$
|
(36
|
)
|
|
18.2
|
%
|
|
$
|
3,325
|
|
|
$
|
3.16
|
|
|
Three Months Ended June 30,
|
|
Increase (Decrease)
|
|
Six Months Ended June 30,
|
|
Increase (Decrease)
|
||||||||||||
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
||||||||||
|
($ in millions)
|
||||||||||||||||||
Domestic assessments
|
$
|
1,680
|
|
|
$
|
1,537
|
|
|
9%
|
|
$
|
3,285
|
|
|
$
|
2,995
|
|
|
10%
|
Cross-border volume fees
|
1,374
|
|
|
1,198
|
|
|
15%
|
|
2,637
|
|
|
2,355
|
|
|
12%
|
||||
Transaction processing
|
2,053
|
|
|
1,830
|
|
|
12%
|
|
3,975
|
|
|
3,537
|
|
|
12%
|
||||
Other revenues
|
962
|
|
|
785
|
|
|
23%
|
|
1,804
|
|
|
1,533
|
|
|
18%
|
||||
Gross revenue
|
6,069
|
|
|
5,350
|
|
|
13%
|
|
11,701
|
|
|
10,420
|
|
|
12%
|
||||
Rebates and incentives (contra-revenue)
|
(1,956
|
)
|
|
(1,685
|
)
|
|
16%
|
|
(3,699
|
)
|
|
(3,175
|
)
|
|
17%
|
||||
Net revenue
|
$
|
4,113
|
|
|
$
|
3,665
|
|
|
12%
|
|
$
|
8,002
|
|
|
$
|
7,245
|
|
|
10%
|
|
Three Months Ended June 30, 2019
|
||||||||||
|
Volume
|
|
Acquisitions
|
|
Foreign Currency 1
|
Other 2
|
|
Total
|
|||
Domestic assessments
|
13%
|
|
—%
|
|
(4)%
|
|
—
|
%
|
3
|
|
9%
|
Cross-border volume fees
|
15%
|
|
—%
|
|
(5)%
|
|
4
|
%
|
|
|
15%
|
Transaction processing
|
13%
|
|
—%
|
|
(3)%
|
|
2
|
%
|
|
|
12%
|
Other revenues
|
**
|
|
2%
|
|
(2)%
|
|
23
|
%
|
4
|
|
23%
|
Rebates and incentives (contra-revenue)
|
10%
|
|
—%
|
|
(3)%
|
|
10
|
%
|
5
|
|
16%
|
Net revenue
|
12%
|
|
—%
|
|
(3)%
|
|
3
|
%
|
|
|
12%
|
|
Six Months Ended June 30, 2019
|
||||||||||
|
Volume
|
Acquisitions
|
Foreign Currency 1
|
Other 2
|
|
Total
|
|||||
Domestic assessments
|
12%
|
|
—%
|
|
(5)%
|
|
2
|
%
|
3
|
|
10%
|
Cross-border volume fees
|
14%
|
|
—%
|
|
(5)%
|
|
3
|
%
|
|
|
12%
|
Transaction processing
|
14%
|
|
—%
|
|
(3)%
|
|
2
|
%
|
|
|
12%
|
Other revenues
|
**
|
|
1%
|
|
(2)%
|
|
19
|
%
|
4
|
|
18%
|
Rebates and incentives (contra-revenue)
|
10%
|
|
—%
|
|
(4)%
|
|
10
|
%
|
5
|
|
17%
|
Net revenue
|
12%
|
|
—%
|
|
(4)%
|
|
2
|
%
|
|
|
10%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Growth (USD)
|
|
Growth (Local)
|
|
Growth (USD)
|
|
Growth (Local)
|
|
Growth (USD)
|
|
Growth (Local)
|
|
Growth (USD)
|
|
Growth (Local)
|
Mastercard-branded GDV 1
|
8%
|
|
13%
|
|
15%
|
|
14%
|
|
7%
|
|
12%
|
|
17%
|
|
14%
|
Asia Pacific/Middle East/Africa
|
5%
|
|
11%
|
|
17%
|
|
14%
|
|
5%
|
|
10%
|
|
18%
|
|
14%
|
Canada
|
4%
|
|
8%
|
|
14%
|
|
9%
|
|
2%
|
|
7%
|
|
14%
|
|
9%
|
Europe
|
10%
|
|
19%
|
|
22%
|
|
20%
|
|
8%
|
|
18%
|
|
26%
|
|
19%
|
Latin America
|
10%
|
|
16%
|
|
9%
|
|
17%
|
|
6%
|
|
15%
|
|
13%
|
|
17%
|
United States
|
10%
|
|
10%
|
|
9%
|
|
9%
|
|
9%
|
|
9%
|
|
10%
|
|
10%
|
Cross-border volume 1
|
10%
|
|
16%
|
|
24%
|
|
19%
|
|
8%
|
|
15%
|
|
27%
|
|
20%
|
Switched Transactions
|
|
|
18%
|
|
|
|
17%
|
|
|
|
17%
|
|
|
|
16%
|
|
Three Months Ended June 30,
|
|
Increase (Decrease)
|
|
Six Months Ended June 30,
|
|
Increase (Decrease)
|
||||||||||||
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
||||||||||
|
($ in millions)
|
||||||||||||||||||
General and administrative
|
$
|
1,369
|
|
|
$
|
1,184
|
|
|
16%
|
|
$
|
2,736
|
|
|
$
|
2,505
|
|
|
9%
|
Advertising and marketing
|
225
|
|
|
205
|
|
|
9%
|
|
417
|
|
|
402
|
|
|
4%
|
||||
Depreciation and amortization
|
122
|
|
|
115
|
|
|
5%
|
|
239
|
|
|
235
|
|
|
2%
|
||||
Provision for litigation
|
—
|
|
|
225
|
|
|
**
|
|
—
|
|
|
342
|
|
|
**
|
||||
Total operating expenses
|
1,716
|
|
|
1,729
|
|
|
(1)%
|
|
3,392
|
|
|
3,484
|
|
|
(3)%
|
||||
Special Items1
|
—
|
|
|
(225
|
)
|
|
**
|
|
—
|
|
|
(342
|
)
|
|
**
|
||||
Adjusted total operating expenses (excluding Special Items1)
|
$
|
1,716
|
|
|
$
|
1,504
|
|
|
14%
|
|
$
|
3,392
|
|
|
$
|
3,142
|
|
|
8%
|
|
Three Months Ended June 30, 2019
|
||||||||
|
Operational
|
|
Special
Items 1
|
|
Acquisitions
|
|
Foreign
Currency 2
|
|
Total
|
General and administrative
|
16%
|
|
—%
|
|
2%
|
|
(2)%
|
|
16%
|
Advertising and marketing
|
13%
|
|
—%
|
|
—%
|
|
(4)%
|
|
9%
|
Depreciation and amortization
|
2%
|
|
—%
|
|
5%
|
|
(2)%
|
|
5%
|
Provision for litigation
|
**
|
|
**
|
|
**
|
|
**
|
|
**
|
Total operating expenses
|
15%
|
|
(15)%
|
|
2%
|
|
(2)%
|
|
(1)%
|
|
Six Months Ended June 30, 2019
|
||||||||
|
Operational
|
|
Special
Items 1
|
|
Acquisitions
|
|
Foreign
Currency 2
|
|
Total
|
General and administrative
|
11%
|
|
—%
|
|
1%
|
|
(2)%
|
|
9%
|
Advertising and marketing
|
8%
|
|
—%
|
|
—%
|
|
(4)%
|
|
4%
|
Depreciation and amortization
|
1%
|
|
—%
|
|
3%
|
|
(2)%
|
|
2%
|
Provision for litigation
|
**
|
|
**
|
|
**
|
|
**
|
|
**
|
Total operating expenses
|
10%
|
|
(11)%
|
|
1%
|
|
(3)%
|
|
(3)%
|
|
Three Months Ended June 30,
|
|
Increase (Decrease)
|
|
Six Months Ended June 30,
|
|
Increase (Decrease)
|
|||||||||||||
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
|||||||||||
|
($ in millions)
|
|||||||||||||||||||
Personnel
|
$
|
853
|
|
|
$
|
797
|
|
|
7
|
%
|
|
$
|
1,664
|
|
|
$
|
1,549
|
|
|
7%
|
Professional fees
|
102
|
|
|
84
|
|
|
21
|
%
|
|
188
|
|
|
165
|
|
|
14%
|
||||
Data processing and telecommunications
|
162
|
|
|
142
|
|
|
14
|
%
|
|
317
|
|
|
283
|
|
|
12%
|
||||
Foreign exchange activity1
|
13
|
|
|
(59
|
)
|
|
**
|
|
|
14
|
|
|
(31
|
)
|
|
**
|
||||
Other
|
239
|
|
|
220
|
|
|
11
|
%
|
|
553
|
|
|
539
|
|
|
3%
|
||||
General and administrative expenses
|
$
|
1,369
|
|
|
$
|
1,184
|
|
|
16
|
%
|
|
$
|
2,736
|
|
|
$
|
2,505
|
|
|
9%
|
•
|
Personnel expenses increased 7% for both periods, or 9% and 10% on a currency-neutral basis, respectively. The increase was due to a higher number of employees to support our continued investment in the areas of digital infrastructure, safety and security platforms and data analytics as well as geographic expansion. Acquisitions contributed 1 percentage point to personnel expense growth for both periods.
|
•
|
Data processing and telecommunication expenses increased 14% and 12%, or 16% and 14% on a currency-neutral basis, respectively, primarily due to higher software licensing costs as well as software and hardware maintenance. Acquisitions contributed 1 percentage point to expense growth for the three months ended June 30, 2019.
|
•
|
Foreign exchange activity contributed 6 and 2 percentage points to growth , respectively. For the three and six months ended June 30, 2019, we recorded losses from our foreign exchange derivative contracts compared to net gains from our foreign exchange derivative contracts and balance sheet remeasurement in the prior year comparable periods.
|
•
|
Other expenses increased 11% and 3%, or 14% and 6% on a currency-neutral basis, respectively, primarily due to costs to support our strategic development efforts. Other expenses include charitable contribution costs, travel and meeting expenses, costs to provide value added service offerings, rental expense for our facilities and other costs associated with our business.
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
(in billions)
|
||||||
Cash, cash equivalents and investments 1
|
$
|
6.5
|
|
|
$
|
8.4
|
|
Unused line of credit
|
4.5
|
|
|
4.5
|
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Cash Flow Data:
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
2,848
|
|
|
$
|
2,524
|
|
Net cash used in investing activities
|
(554
|
)
|
|
(6
|
)
|
||
Net cash used in financing activities
|
(3,160
|
)
|
|
(2,416
|
)
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
(in millions)
|
||||||
Balance Sheet Data:
|
|
|
|
||||
Current assets
|
$
|
14,165
|
|
|
$
|
16,171
|
|
Current liabilities
|
9,497
|
|
|
11,593
|
|
||
Long-term liabilities
|
10,125
|
|
|
7,778
|
|
||
Equity
|
5,035
|
|
|
5,418
|
|
|
(in millions, except average price data)
|
||
Remaining authorization at December 31, 2018
|
$
|
6,801
|
|
Dollar value of shares repurchased during the six months ended June 30, 2019
|
$
|
3,741
|
|
Remaining authorization at June 30, 2019
|
$
|
3,060
|
|
Shares repurchased during the six months ended June 30, 2019
|
16.4
|
|
|
Average price paid per share during the six months ended June 30, 2019
|
$
|
228.13
|
|
Period
|
|
Total Number
of Shares
Purchased
|
|
Average Price
Paid per Share
(including
commission cost)
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
|
|
Dollar Value of
Shares that may yet
be Purchased under
the Plans or
Programs 1
|
||||||
April 1 - 30
|
|
2,276,713
|
|
|
$
|
239.03
|
|
|
2,276,713
|
|
|
$
|
4,432,723,177
|
|
May 1 - 31
|
|
2,718,974
|
|
|
$
|
249.94
|
|
|
2,718,974
|
|
|
$
|
3,753,140,111
|
|
June 1 - 30
|
|
2,678,354
|
|
|
$
|
258.87
|
|
|
2,678,354
|
|
|
$
|
3,059,782,259
|
|
Total
|
|
7,674,041
|
|
|
$
|
249.82
|
|
|
7,674,041
|
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed or furnished herewith.
|
|
|
MASTERCARD INCORPORATED
|
||
|
|
(Registrant)
|
||
|
|
|
|
|
Date:
|
July 30, 2019
|
By:
|
|
/S/ AJAY BANGA
|
|
|
|
|
Ajay Banga
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
Date:
|
July 30, 2019
|
By:
|
|
/S/ SACHIN MEHRA
|
|
|
|
|
Sachin Mehra
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
Date:
|
July 30, 2019
|
By:
|
|
/S/ SANDRA ARKELL
|
|
|
|
|
Sandra Arkell
|
|
|
|
|
Corporate Controller
|
|
|
|
|
(Principal Accounting Officer)
|
Annual compensation for Board service
|
||||
Role
|
|
Cash
|
|
Equity
|
Non-employee directors
|
|
$100,000
|
|
$215,000
|
Chairman of the Board
|
|
$180,000
|
|
$295,000
|
|
|
|
|
|
Additional compensation for committee service
|
||||
Committee
|
|
Chair
|
|
Member
|
Audit
|
|
$35,000
|
|
$17,500
|
HRCC
|
|
$30,000
|
|
$15,000
|
NCG
|
|
$25,000
|
|
$12,500
|
SECTION I.
|
AMENDMENTS TO CREDIT AGREEMENT
|
SECTION II.
|
EFFECTIVENESS
|
SECTION III.
|
REPRESENTATIONS AND WARRANTIES
|
SECTION IV.
|
MISCELLANEOUS
|
|
|
MASTERCARD INCORPORATED
|
|
|
|
|
|
|
|
By:
|
/s/ Alfred Kibe
|
|
|
|
Name: Alfred Kibe
|
|
|
|
Title: Corporate Treasurer
|
|
|
CITIBANK, N.A.
|
|
|
|
as Managing Administrative Agent and as Lender
|
|
|
|
|
|
|
|
By:
|
/s/ Maureen Maroney
|
|
|
|
Name: Maureen P. Maroney
|
|
|
|
Title: Vice President
|
|
|
Bank of China, New York Branch
|
|
|
|
|
|
|
|
By:
|
/s/ Raymond Qiao
|
|
|
|
Name: Raymond Qiao
|
|
|
|
Title: Executive Vice President
|
|
|
DEUTSCHE BANK AG NEW YORK BRANCH,
|
|
|
|
as Lender
|
|
|
|
|
|
|
|
By:
|
/s/ Ming K. Chu
|
|
|
|
Name: Ming K. Chu
|
|
|
|
Title: Director
|
|
|
|
|
|
|
By:
|
/s/ Virginia Cosenza
|
|
|
|
Name: Virginia Cosenza
|
|
|
|
Title: Vice President
|
|
|
JPMorgan Chase Bank, N.A.
|
|
|
|
|
|
|
|
By:
|
/s/ Sarah Tarantino
|
|
|
|
Name: Sarah Tarantino
|
|
|
|
Title: Vice President
|
|
|
|
J.P Morgan
|
|
|
U.S. BANK NATIONAL ASSOCIATION
|
|
|
|
|
|
|
|
By:
|
/s/ Matt S. Scullin
|
|
|
|
Name: Matt S. Scullin
|
|
|
|
Title: Senior Vice President
|
|
|
BANK OF AMERICA, N.A.
|
|
|
|
|
|
|
|
By:
|
/s/ Stefanie Brown
|
|
|
|
Name: Stefanie Brown
|
|
|
|
Title: Vice President
|
|
|
BARCLAYS BANK PLC
|
|
|
|
|
|
|
|
By:
|
/s/ Alex Vrizas
|
|
|
|
Name: ALEX VRIZAS
|
|
|
|
Title: DEBT FINANCE EXECUTION
|
|
|
|
Executed in London
|
|
|
GOLDMAN SACHS BANK USA
|
|
|
|
|
|
|
|
By:
|
/s/ Jamie Minieri
|
|
|
|
Name: Jamie Minieri
|
|
|
|
Title: Authorized Signatory
|
|
|
HSBC Bank USA, N.A.
|
|
|
|
|
|
|
|
By:
|
/s/ James Stovell
|
|
|
|
Name: James Stovell
|
|
|
|
Title: Director
|
|
|
Industrial and Commercial Bank of China
Limited, New York Branch
|
|
|
|
|
|
|
|
By:
|
/s/ Letian Yan
|
|
|
|
Name: Letian Yan
|
|
|
|
Title: Relationship Manager
|
|
|
|
|
|
|
By:
|
/s/ Jeffrey Roth
|
|
|
|
Name: Jeffrey Roth
|
|
|
|
Title: Executive Director
|
|
|
LLOYDS BANK CORPORATE MARKETS
PLC
|
|
|
|
|
|
|
|
By:
|
/s/ Kamala Basdeo
|
|
|
|
Name: Kamala Basdeo
|
|
|
|
Title: Assistant Manager
|
|
|
|
Transaction Execution
|
|
|
|
Category A
|
|
|
|
B002
|
|
|
|
|
|
|
By:
|
/s/ Tina Wong
|
|
|
|
Name: Tina Wong
|
|
|
|
Title: Assistant Manager
|
|
|
|
Transaction Execution
|
|
|
|
Category A
|
|
|
|
W011
|
|
|
MIZUHO BANK, LTD.
|
|
|
|
|
|
|
|
By:
|
/s/ Donna DeMagistris
|
|
|
|
Name: Donna DeMagistris
|
|
|
|
Title: Authorized Signatory
|
|
|
MUFG Bank, Ltd.
|
|
|
|
|
|
|
|
By:
|
/s/ Jeanne Horn
|
|
|
|
Name: Jeanne Horn
|
|
|
|
Title: Managing Director
|
|
|
NATWEST MARKETS PLC
|
|
|
|
|
|
|
|
By:
|
/s/ Sinead Collister
|
|
|
|
Name: Sinead Collister
|
|
|
|
Title: Director
|
|
|
SANTANDER BANK, N.A.
|
|
|
|
|
|
|
|
By:
|
/s/ Xavier Ruiz Sena
|
|
|
|
Name: Xavier Ruiz Sena
|
|
|
|
Title: Managing Director
|
|
|
SOCIETE GENERALE
as Lender
|
|
|
|
|
|
|
|
By:
|
/s/ John Hogan
|
|
|
|
Name: John Hogan
|
|
|
|
Title: Director
|
|
|
BANK OF MONTREAL
|
|
|
|
|
|
|
|
By:
|
/s/ Chris Clark
|
|
|
|
Name: Chris Clark
|
|
|
|
Title: Director
|
|
|
COMMONWEALTH BANK OF AUSTRALIA
|
|
|
|
|
|
|
|
By:
|
/s/ Emma Lazenby
|
|
|
|
Name: Emma Lazenby
|
|
|
|
Title: Associate Director
|
|
|
COMMERZBANK AG, NEW YORK BRANCH
|
|
|
|
|
|
|
|
By:
|
/s/ Barry Feigenbaum
|
|
|
|
Name: Barry Feigenbaum
|
|
|
|
Title: Managing Director
|
|
|
|
|
|
|
By:
|
/s/ Patrizia Lloyd
|
|
|
|
Name: Patrizia Lloyd
|
|
|
|
Title: Director
|
|
|
MORGAN STANLEY BANK, N.A.
|
|
|
|
|
|
|
|
By:
|
/s/ Emanuel Ma
|
|
|
|
Name: Emanuel Ma
|
|
|
|
Title: Authorized Signatory
|
|
|
PNC Bank N.A.
|
|
|
|
|
|
|
|
By:
|
/s/ Eleanor Orlando
|
|
|
|
Name: Eleanor Orlando
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Title: Vice President
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Standard Chartered Bank
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By:
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/s/ Daniel Mattern
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Name: Daniel Mattern
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Title: Associate Director
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Standard Chartered Bank
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WELLS FARGO BANK, N.A.,
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By:
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/s/ Tracy Moosbrugger
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Name: Tracy Moosbrugger
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Title: Managing Director
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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July 30, 2019
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By:
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/s/ Ajay Banga
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Ajay Banga
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President and Chief Executive Officer
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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July 30, 2019
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By:
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/s/ Sachin Mehra
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Sachin Mehra
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Chief Financial Officer
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July 30, 2019
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/s/ Ajay Banga
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Ajay Banga
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President and Chief Executive Officer
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July 30, 2019
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/s/ Sachin Mehra
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Sachin Mehra
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Chief Financial Officer
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•
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certain acquirers located in the Asia Pacific, European, Latin American and Middle Eastern regions having acquired transactions for consular services with Iranian embassies in those regions that accepted Mastercard cards
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•
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certain acquirers located in the Asia Pacific, European, and Middle Eastern regions having acquired transactions for Iran Air, which accepted Mastercard cards in those regions (and with respect to the Asia Pacific region, during the three months ended March 31, 2019 and some or all of the seven years ended December 31, 2018)
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