Mastercard Inc - FORM 8-K - EX-99.1

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8-K - 8-K - Mastercard Inc	d574238d8k.htm
EX-99.2 - EX-99.2 - Mastercard Inc	d574238dex992.htm

Exhibit 99.1

LOGO

MasterCard Incorporated Reports

Second-Quarter 2013 Financial Results

•

Second-quarter net income of $848 million, or $6.96 per diluted share

•

Second-quarter net revenue increase of 15%, to $2.1 billion

•

Second-quarter gross dollar volume up 13% and purchase volume up 12%

Purchase, NY, July 31, 2013 – MasterCard Incorporated (NYSE: MA) today announced financial results for the second quarter of 2013. The company reported net income of $848 million, up 19%, and earnings per diluted share of $6.96, up 23%, in each case versus the year-ago period, excluding a special item representing a charge related to the U.S. merchant litigations taken in the second quarter of 2012. These net income and earnings per diluted share growth figures are reconciled to their comparable GAAP measures in the accompanying financial tables.

Net revenue for the second quarter of 2013 was $2.1 billion, a 15% increase versus the same period in 2012, both on an as-reported basis and adjusted for currency. Net revenue growth was driven by the impact of the following:

•

A 13% increase in gross dollar volume, on a local currency basis, to just over $1 trillion;

•

An increase in cross-border volumes of 17%; and

•

An increase in processed transactions of 11%, to 9.5 billion.

These factors were partially offset by an increase in rebates and incentives.

Worldwide purchase volume during the quarter grew 12% on a local currency basis versus the second quarter of 2012, to $734 billion. As of June 30, 2013, the company’s customers had issued 1.9 billion MasterCard and Maestro-branded cards.

“We had a very good second quarter supported by increases in volume and transactions in all regions of the world despite slow economic growth globally,” said Ajay Banga, MasterCard president and CEO. “In addition to solid business performance, I am also pleased to report that our financial inclusion initiatives are having a meaningful impact. This year alone, we have launched nine programs in tandem with government entities and other partners in emerging markets which are designed to bring much needed financial access, convenience and security to more than 350 million people globally who previously would not have had access to financial products.”

Total operating expenses increased 5%, to $868 million, during the second quarter of 2013 compared to the same period in 2012, excluding the special item. The increase was primarily driven by higher personnel expenses in support of strategic initiatives. Including the special item from 2012, total operating expenses increased 2% from the year-ago period.

-more-

MasterCard Incorporated – Page 2

Operating income for the second quarter of 2013 increased 24% over the year-ago period, excluding the special item, and the company delivered an operating margin of 58.6%.

MasterCard’s effective tax rate was 31.2% in the second quarter of 2013, versus a rate of 28.0% in the comparable period in 2012, including the special item. The increase was primarily due to higher discrete benefits in 2012.

During the second quarter of 2013, MasterCard repurchased approximately 1.1 million shares of Class A common stock at a cost of approximately $581 million. Quarter-to-date through July 25, the company repurchased an additional 296,000 shares at a cost of approximately $174 million, with $1.1 billion remaining under the current repurchase program authorization.

Year-to-Date 2013 Results

For the six months ended June 30, 2013, MasterCard reported net income of $1.6 billion, up 16%, excluding the special item and up 17%, including the special item from the second quarter of 2012. Earnings per diluted share was $13.19, up 20%, excluding the special item and up 21%, including the special item from the second quarter of 2012.

Net revenue for the six months ended June 30, 2013 was $4.0 billion, an increase of 12% versus the same period in 2012. Gross dollar volume growth of 13%, cross-border volume growth of 17% and transaction processing growth of 12% contributed to the net revenue growth in the year-to-date period. These factors were partially offset by an increase in rebates and incentives.

Excluding the special item, total operating expenses increased 5%, to $1.7 billion, for the six months ended June 30, 2013, primarily due to higher personnel costs related to strategic initiatives. Including the special item, total operating expenses increased 4%.

Excluding the special item, operating income increased 17% for the first half of 2013 versus the first half of 2012, delivering an operating margin of 58.4%.

MasterCard’s effective tax rate was 30.9% in the six months ended June 30, 2013, versus a rate of 30.0%, including and excluding the special item in the comparable period in 2012. The increase was primarily due to higher discrete benefits in 2012.

MasterCard Incorporated – Page 3

Second-Quarter Financial Results Conference Call Details

At 9:00 a.m. ET today, the company will host a conference call to discuss its second-quarter financial results. The dial-in information for this call is 888-771-4371 (within the U.S.) and 847-585-4405 (outside the U.S.), and the passcode is 35050120. A replay of the call will be available for one week and can be accessed by dialing 888-843-7419 (within the U.S.) and 630-652-3042 (outside the U.S.), and using passcode 35050120.

The live call and the replay, along with supporting materials, can also be accessed through the Investor Relations section of the company’s website at www.mastercard.com.

Non-GAAP Financial Information

The company’s total operating expenses, operating income, net income and earnings per share, excluding special items, are non-GAAP financial measures that are reconciled to their most directly comparable GAAP measures in the accompanying financial tables.

The presentation of growth rates adjusted for currency also represent a non-GAAP measure and are calculated by remeasuring the prior period’s results using the current period’s exchange rates.

About MasterCard Incorporated

MasterCard (NYSE: MA), www.mastercard.com, is a technology company in the global payments industry. We operate the world’s fastest payments processing network, connecting consumers, financial institutions, merchants, governments and businesses in more than 210 countries and territories. MasterCard’s products and solutions make everyday commerce activities – such as shopping, traveling, running a business and managing finances – easier, more secure and more efficient for everyone. Follow us on Twitter @MasterCardNews, join the discussion on the Cashless Conversations Blog and subscribe for the latest news.

MasterCard Incorporated – Page 4

Forward-Looking Statements

Statements in this press release which are not historical facts, including statements about MasterCard’s plans, strategies, beliefs and expectations, are forward-looking and subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements speak only as of the date they are made. Accordingly, except for the company’s ongoing obligations under the U.S. federal securities laws, the company does not intend to update or otherwise revise the forward-looking information to reflect actual results of operations, changes in financial condition, changes in estimates, expectations or assumptions, changes in general economic or industry conditions or other circumstances arising and/or existing since the preparation of this press release or to reflect the occurrence of any unanticipated events. Such forward-looking statements include, without limitation, statements related to the Company’s business prospects, including the ability to deliver financial inclusion initiatives with government entities and other partners in emerging markets.

Actual results may differ materially from such forward-looking statements for a number of reasons, including those set forth in the company’s filings with the Securities and Exchange Commission (SEC), including the company’s Annual Report on Form 10-K for the year ended December 31, 2012, the company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that have been filed with the SEC during 2013, as well as reasons including difficulties, delays or the inability of the company to achieve its strategic initiatives set forth above. Factors other than those listed above could also cause the company’s results to differ materially from expected results.

###

Contacts:

Investor Relations: Barbara Gasper, investor_relations@mastercard.com, 914-249-4565

Media Relations: Jim Issokson, james_issokson@mastercard.com, 914-249-6286

MasterCard Incorporated – Page 5

MASTERCARD INCORPORATED

CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)


	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(in millions, except per share data)
Net Revenue	$	2,096		$	1,820		$	4,002		$	3,578
Operating Expenses
General and administrative		621			591			1,229			1,170
Advertising and marketing		186			179			315			304
Depreciation and amortization		61			56			123			110
Provision for litigation settlement		—			20			—			20

Total operating expenses		868			846			1,667			1,604

Operating income		1,228			974			2,335			1,974
Other Income (Expense)
Investment income		11			9			19			18
Interest expense		(5	)		(3	)		(10	)		(9	)
Other income (expense)		(1	)		(7	)		(9	)		(10	)

Total other income (expense)		5			(1	)		—			(1	)

Income before income taxes		1,233			973			2,335			1,973
Income tax expense		385			273			721			591

Net Income	$	848		$	700		$	1,614		$	1,382


Basic Earnings per Share	$	6.98		$	5.56		$	13.23		$	10.95

Basic Weighted-Average Shares Outstanding		121			126			122			126

Diluted Earnings per Share	$	6.96		$	5.55		$	13.19		$	10.91

Diluted Weighted-Average Shares Outstanding		122			126			122			127

MasterCard Incorporated – Page 6

MASTERCARD INCORPORATED

CONSOLIDATED BALANCE SHEET

(UNAUDITED)


	June 30, 2013			December 31, 2012
	(in millions, except share data)
ASSETS
Cash and cash equivalents	$	2,348		$	2,052
Restricted cash for litigation settlement		724			726
Investment securities available-for-sale, at fair value		2,742			2,951
Accounts receivable		949			925
Settlement due from customers		668			1,117
Restricted security deposits held for customers		840			777
Prepaid expenses and other current assets		565			681
Deferred income taxes		126			128

Total Current Assets		8,962			9,357
Property, plant and equipment, net		471			472
Deferred income taxes		85			60
Goodwill		1,050			1,092
Other intangible assets, net of accumulated amortization of $663 and $596, respectively		637			672
Other assets		816			809

Total Assets	$	12,021		$	12,462

LIABILITIES AND EQUITY
Accounts payable	$	259		$	357
Settlement due to customers		607			1,064
Restricted security deposits held for customers		840			777
Accrued litigation		724			726
Accrued expenses		1,616			1,748
Other current liabilities		281			234

Total Current Liabilities		4,327			4,906
Deferred income taxes		98			104
Other liabilities		567			523

Total Liabilities		4,992			5,533
Commitments and Contingencies
Stockholders’ Equity
Class A common stock, $0.0001 par value; authorized 3,000,000,000 shares, 133,997,233 and 133,604,903 shares issued and 116,280,684 and 118,405,075 outstanding, respectively		—			—
Class B common stock, $0.0001 par value; authorized 1,200,000,000 shares, 4,639,219 and 4,838,840 issued and outstanding, respectively		—			—
Additional paid-in-capital		3,692			3,641
Class A treasury stock, at cost, 17,716,549 and 15,199,828 shares, respectively		(5,482	)		(4,139	)
Retained earnings		8,823			7,354
Accumulated other comprehensive income (loss)		(15	)		61

Total Stockholders’ Equity		7,018			6,917
Non-controlling interests		11			12

Total Equity		7,029			6,929

Total Liabilities and Equity	$	12,021		$	12,462

MasterCard Incorporated – Page 7

MASTERCARD INCORPORATED

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)


	Six Months Ended June 30,
	2013			2012
	(in millions)
Operating Activities
Net income	$	1,614		$	1,382
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		123			110
Share-based payments		(1	)		(30	)
Deferred income taxes		(32	)		(55	)
Other		29			23
Changes in operating assets and liabilities:
Accounts receivable		(36	)		(51	)
Income taxes receivable		158			(31	)
Settlement due from customers		444			(213	)
Prepaid expenses		(112	)		(140	)
Obligations under litigation settlements		—			20
Accounts payable		(97	)		(27	)
Settlement due to customers		(451	)		112
Accrued expenses		(87	)		(50	)
Net change in other assets and liabilities		62			18

Net cash provided by operating activities		1,614			1,068

Investing Activities
Purchases of investment securities available-for-sale		(1,311	)		(1,054	)
Purchases of property, plant and equipment		(48	)		(40	)
Capitalized software		(55	)		(67	)
Proceeds from sales of investment securities available-for-sale		855			104
Proceeds from maturities of investment securities available-for-sale		644			386
Proceeds from maturities of investment securities held-to-maturity		36			—
Investment in nonmarketable equity investments		(6	)		(19	)
Other investing activities		3			—

Net cash provided by (used in) investing activities		118			(690	)

Financing Activities
Purchases of treasury stock		(1,347	)		(919	)
Dividends paid		(110	)		(57	)
Tax benefit for share-based compensation		20			33
Cash proceeds from exercise of stock options		16			18
Other financing activities		—			3

Net cash used in financing activities		(1,421	)		(922	)

Effect of exchange rate changes on cash and cash equivalents		(15	)		(37	)

Net increase (decrease) in cash and cash equivalents		296			(581	)
Cash and cash equivalents - beginning of period		2,052			3,734

Cash and cash equivalents - end of period	$	2,348		$	3,153

MasterCard Incorporated – Page 8

MASTERCARD INCORPORATED OPERATING PERFORMANCE


	For the 3 Months ended June 30, 2013
	GDV (Bil.)		Growth (USD)			Growth (Local)			Purchase Volume (Bil.)		Growth (Local)			Purchase Trans. (Mil.)		Cash Volume (Bil.)		Growth (Local)			Cash Trans. (Mil.)		Accounts (Mil.)		Cards (Mil.)
All MasterCard Credit, Charge and Debit Programs
APMEA	$	279		18.8	%		21.0	%	$	184		18.7	%		1,982	$	94		25.7	%		747		373		402
Canada		34		6.1	%		7.5	%		31		7.9	%		354		3		3.2	%		6		44		53
Europe		301		14.3	%		13.9	%		206		11.3	%		3,038		95		19.8	%		564		280		296
Latin America		84		17.0	%		16.6	%		49		19.5	%		1,079		34		12.7	%		193		116		136

Worldwide less United States		697		15.9	%		16.6	%		471		14.7	%		6,453		226		20.8	%		1,509		813		887
United States		310		6.5	%		6.5	%		263		6.7	%		4,726		48		5.1	%		317		288		325

Worldwide		1,007		12.8	%		13.3	%		734		11.7	%		11,179		274		17.7	%		1,826		1,101		1,211
MasterCard Credit and Charge Programs
Worldwide less United States		421		11.8	%		13.4	%		370		13.6	%		4,425		51		11.7	%		209		487		551
United States		147		3.3	%		3.3	%		141		4.0	%		1,592		6		-8.5	%		6		147		180

Worldwide		568		9.5	%		10.6	%		511		10.8	%		6,017		57		9.0	%		216		634		732
MasterCard Debit Programs
Worldwide less United States		276		22.8	%		21.8	%		101		18.8	%		2,029		176		23.7	%		1,300		326		336
United States		163		9.5	%		9.5	%		122		10.1	%		3,133		41		7.6	%		310		141		144

Worldwide		440		17.5	%		16.9	%		223		13.9	%		5,162		217		20.3	%		1,610		467		480

	For the 6 Months ended June 30, 2013
	GDV (Bil.)		Growth (USD)			Growth (Local)			Purchase Volume (Bil.)		Growth (Local)			Purchase Trans. (Mil.)		Cash Volume (Bil.)		Growth (Local)			Cash Trans. (Mil.)		Accounts (Mil.)		Cards (Mil.)
All MasterCard Credit, Charge and Debit Programs
APMEA	$	547		19.3	%		21.4	%	$	362		18.9	%		3,812	$	185		26.7	%		1,445		373		402
Canada		63		4.5	%		5.5	%		58		6.0	%		659		6		1.5	%		12		44		53
Europe		576		13.8	%		13.4	%		397		10.8	%		5,765		178		19.8	%		1,057		280		296
Latin America		164		13.8	%		15.7	%		97		18.7	%		2,096		67		11.7	%		374		116		136

Worldwide less United States		1,349		15.5	%		16.4	%		914		14.4	%		12,332		435		21.0	%		2,888		813		887
United States		604		5.1	%		5.1	%		509		5.7	%		9,089		95		2.3	%		618		288		325

Worldwide		1,953		12.1	%		12.7	%		1,423		11.1	%		21,421		531		17.1	%		3,506		1,101		1,211
MasterCard Credit and Charge Programs
Worldwide less United States		819		11.4	%		13.1	%		720		13.3	%		8,504		98		11.3	%		401		487		551
United States		281		2.5	%		2.5	%		268		3.2	%		3,032		13		-11.1	%		12		147		180

Worldwide		1,099		9.0	%		10.2	%		988		10.4	%		11,536		111		8.2	%		413		634		732
MasterCard Debit Programs
Worldwide less United States		530		22.4	%		22.0	%		194		18.5	%		3,829		337		24.1	%		2,487		326		336
United States		324		7.6	%		7.6	%		241		8.5	%		6,057		83		4.8	%		606		141		144

Worldwide		854		16.3	%		16.1	%		435		12.8	%		9,886		419		19.8	%		3,093		467		480

	For the 3 Months ended June 30, 2012
	GDV (Bil.)		Growth (USD)			Growth (Local)			Purchase Volume (Bil.)		Growth (Local)			Purchase Trans. (Mil.)		Cash Volume (Bil.)		Growth (Local)			Cash Trans. (Mil.)		Accounts (Mil.)		Cards (Mil.)
All MasterCard Credit, Charge and Debit Programs
APMEA	$	235		19.7	%		23.4	%	$	158		22.2	%		1,669	$	76		26.0	%		578		317		344
Canada		32		3.4	%		7.9	%		29		8.9	%		324		3		-1.2	%		6		39		47
Europe		263		5.2	%		16.5	%		184		12.0	%		2,574		79		28.3	%		476		237		253
Latin America		72		3.6	%		19.1	%		43		24.3	%		936		28		12.2	%		179		108		131

Worldwide less United States		601		10.1	%		18.9	%		415		16.7	%		5,503		186		24.1	%		1,238		701		776
United States		292		9.0	%		9.0	%		246		8.7	%		4,397		45		10.7	%		303		266		303

Worldwide		893		9.7	%		15.5	%		661		13.6	%		9,900		232		21.3	%		1,541		967		1,079
MasterCard Credit and Charge Programs
Worldwide less United States		376		8.4	%		15.6	%		331		16.3	%		3,934		45		10.6	%		186		456		517
United States		142		3.8	%		3.8	%		135		5.2	%		1,575		7		-17.6	%		7		143		176

Worldwide		519		7.1	%		12.1	%		466		12.9	%		5,509		52		5.7	%		193		599		693
MasterCard Debit Programs
Worldwide less United States		225		13.0	%		24.8	%		84		18.1	%		1,569		141		29.2	%		1,052		244		258
United States		149		14.5	%		14.5	%		111		13.3	%		2,821		38		18.2	%		296		124		127

Worldwide		374		13.6	%		20.5	%		195		15.3	%		4,390		179		26.7	%		1,348		368		385

	For the 6 Months ended June 30, 2012
	GDV (Bil.)		Growth (USD)			Growth (Local)			Purchase Volume (Bil.)		Growth (Local)			Purchase Trans. (Mil.)		Cash Volume (Bil.)		Growth (Local)			Cash Trans. (Mil.)		Accounts (Mil.)		Cards (Mil.)
All MasterCard Credit, Charge and Debit Programs
APMEA	$	458		22.3	%		23.5	%	$	309		22.8	%		3,220	$	149		25.1	%		1,103		317		344
Canada		61		5.8	%		9.0	%		55		10.4	%		613		6		-3.3	%		11		39		47
Europe		506		9.0	%		17.5	%		357		13.2	%		4,938		149		29.3	%		896		237		253
Latin America		144		9.9	%		21.3	%		87		26.8	%		1,844		57		13.9	%		352		108		131

Worldwide less United States		1,168		13.8	%		19.8	%		808		17.9	%		10,615		360		24.2	%		2,363		701		776
United States		575		11.5	%		11.5	%		482		10.8	%		8,573		93		14.9	%		604		266		303

Worldwide		1,743		13.0	%		16.9	%		1,290		15.2	%		19,188		453		22.2	%		2,966		967		1,079
MasterCard Credit and Charge Programs
Worldwide less United States		734		12.0	%		16.7	%		646		17.6	%		7,618		89		10.8	%		358		456		517
United States		274		5.5	%		5.5	%		260		6.6	%		3,033		14		-11.5	%		14		143		176

Worldwide		1,009		10.1	%		13.4	%		906		14.2	%		10,651		103		7.1	%		371		599		693
MasterCard Debit Programs
Worldwide less United States		433		16.9	%		25.3	%		162		19.2	%		2,998		271		29.4	%		2,005		244		258
United States		301		17.5	%		17.5	%		222		16.2	%		5,540		79		21.4	%		590		124		127

Worldwide		734		17.1	%		22.0	%		385		17.4	%		8,538		350		27.5	%		2,595		368		385

APMEA = Asia Pacific / Middle East / Africa

Note that the figures in the preceding tables may not sum due to rounding; growth represents change from the comparable year-ago period

MasterCard Incorporated – Page 9

Footnote

The tables set forth the gross dollar volume (“GDV”), purchase volume, cash volume and the number of purchase transactions, cash transactions, accounts and cards on a regional and global basis for MasterCard^®-branded and MasterCard Electronic™-branded cards. Growth rates over prior periods are provided for volume-based data.

Debit transactions on Maestro^® and Cirrus^®-branded cards, Mondex^® transactions and transactions involving brands other than MasterCard are not included in the preceding tables.

For purposes of the table: GDV represents purchase volume plus cash volume and includes the impact of balance transfers and convenience checks; “purchase volume” means the aggregate dollar amount of purchases made with MasterCard-branded cards for the relevant period; and “cash volume” means the aggregate dollar amount of cash disbursements obtained with MasterCard-branded cards for the relevant period. The number of cards includes virtual cards, which are MasterCard-branded payment accounts that do not generally have physical cards associated with them.

The MasterCard payment product is comprised of credit, charge and debit programs, and data relating to each type of program is included in the tables. Debit programs include MasterCard-branded debit programs where the primary means of cardholder validation at the point of sale is for cardholders either to sign a sales receipt or enter a PIN. The tables include information with respect to transactions involving MasterCard-branded cards that are not processed by MasterCard and transactions for which MasterCard does not earn significant revenues.

Information denominated in U.S. dollars is calculated by applying an established U.S. dollar/local currency exchange rate for each local currency in which MasterCard volumes are reported. These exchange rates are calculated on a quarterly basis using the average exchange rate for each quarter. MasterCard reports period-over-period rates of change in purchase volume and cash volume on the basis of local currency information, in order to eliminate the impact of changes in the value of foreign currencies against the U.S. dollar in calculating such rates of change.

The data set forth in the GDV, purchase volume, purchase transactions, cash volume and cash transactions columns is provided by MasterCard customers and is subject to verification by MasterCard and partial cross-checking against information provided by MasterCard’s transaction processing systems. The data set forth in the accounts and cards columns is provided by MasterCard customers and is subject to certain limited verification by MasterCard. A portion of the data set forth in the accounts and cards columns reflects the impact of routine portfolio changes among customers and other practices that may lead to over counting of the underlying data in certain circumstances. All data is subject to revision and amendment by MasterCard’s customers subsequent to the date of its release.

In 2012, certain MasterCard Debit and Credit Programs in the Europe region have changed due to a reclassification of programs. There is no impact at the All MasterCard Programs level. In addition, Purchase Transactions for certain Credit Programs in the Latin America region have been revised due to changes from several customers. MasterCard revenue is not impacted from these changes. Data for the comparable periods in 2012, 2011 and 2010 have been revised to be consistent with these approaches.

Performance information for prior periods can be found in the “Investor Relations” section of MasterCard’s website at www.mastercard.com.

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MasterCard Incorporated – Page 10

GAAP Reconciliations

($ in millions, except per share data)


	Three Months Ended June 30, 2013			Three Months Ended June 30, 2012
	Actual			Actual			Special Item			Non-GAAP
Provision for litigation settlement	$	—		$	20		$	(20	)	$	—
Total operating expenses		868			846			(20	)		826
Operating income		1,228			974			20			994
Operating Margin		58.6	%		53.5	%					54.6	%
Income before income taxes		1,233			973			20			993
Income tax expense		385			273			7	a		280
Net Income		848			700			13			713
Basic Earnings per Share	$	6.98		$	5.56		$	0.11		$	5.67
Diluted Earnings per Share	$	6.96		$	5.55		$	0.10		$	5.65

a- Tax effect of provision for litigation settlement

	Six Months Ended June 30, 2013			Six Months Ended June 30, 2012
	Actual			Actual			Special Item			Non-GAAP
Provision for litigation settlement	$	—		$	20		$	(20	)	$	—
Total operating expenses		1,667			1,604			(20	)		1,584
Operating income		2,335			1,974			20			1,994
Operating Margin		58.4	%		55.2	%					55.7	%
Income before income taxes		2,335			1,973			20			1,993
Income tax expense		721			591			7	a		598
Net Income		1,614			1,382			13			1,395
Basic Earnings per Share	$	13.23		$	10.95		$	0.10		$	11.05
Diluted Earnings per Share	$	13.19		$	10.91		$	0.10		$	11.01

a- Tax effect of provision for litigation settlement

Note: Figures may not sum due to rounding

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