8-K

Mastercard Inc (MA)

8-K 2023-10-26 For: 2023-10-26
View Original
Added on April 02, 2026

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________

FORM 8-K _______________________________________

CURRENT REPORT Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 26, 2023
_______________________________________
Mastercard Incorporated
(Exact name of registrant as specified in its charter)
_______________________________________
Delaware 001-32877 13-4172551
(State or other jurisdiction <br>of incorporation) (Commission File <br>Number) (IRS Employer <br>Identification No.)
2000 Purchase Street 10577
Purchase, NY
(Address of principal executive offices) (Zip Code)
(914) 249-2000
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange of which registered
Class A Common Stock MA New York Stock Exchange
2.1% Notes due 2027 MA27 New York Stock Exchange
1.0% Notes due 2029 MA29A New York Stock Exchange
2.5% Notes due 2030 MA30 New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 2.02 Results of Operations and Financial Condition

On October 26, 2023, Mastercard Incorporated issued an earnings release announcing financial results for its third quarter 2023.

A copy of the earnings release is attached hereto as Exhibit 99.1. All information in the earnings release is furnished but not filed.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number Exhibit Description
99.1 Earnings Release issued by Mastercard Incorporated, datedOctober 26, 2023
104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MASTERCARD INCORPORATED
Date: October 26, 2023 By: /s/ Adam Zitter
Adam Zitter
Corporate Secretary

3

Document

Earnings Release

Mastercard Incorporated Reports Third Quarter 2023 Financial Results

•Third quarter net income of $3.2 billion, and diluted earnings per share (EPS) of $3.39

•Third quarter adjusted net income of $3.2 billion, and adjusted diluted EPS of $3.39

•Third quarter net revenue of $6.5 billion, an increase of 14%, or 11% on a currency-neutral basis

•Third quarter gross dollar volume up 11% and purchase volume up 12%, on a local currency basis

Purchase, NY - October 26, 2023 - Mastercard Incorporated (NYSE: MA) today announced financial results for the third quarter 2023.

“We delivered strong revenue and earnings growth again this quarter, reflecting the solid fundamentals of our business and the continued resilience in consumer spending. Our cross-border volumes increased 21%1, reflecting the ongoing strength in both travel and non-travel cross-border spending,” said Michael Miebach, Mastercard CEO. “While macroeconomic and geopolitical uncertainty remains elevated, our diversified business model positions us well to capitalize on the substantial opportunities in payments and services.”

Quarterly Results

Third Quarter Operating Results Increase / (Decrease)
$ in billions, except per share data Q3 2023 Q3 2022 Reported GAAP Currency-neutral
Net revenue $6.5 $5.8 14% 11%
Operating expenses $2.7 $2.6 2% —%
Operating income $3.8 $3.1 24% 21%
Operating margin 58.8% 54.1% 4.8 ppt 4.7 ppt
Effective income tax rate 15.0% 18.6% (3.7) ppt (3.9) ppt
Net income $3.2 $2.5 28% 25%
Diluted EPS $3.39 $2.58 31% 29%
Key Third Quarter Non-GAAP Results 2 Increase / (Decrease)
$ in billions, except per share data Q3 2023 Q3 2022 As adjusted Currency-neutral
Net revenue $6.5 $5.8 14% 11%
Adjusted operating expenses $2.7 $2.4 10% 9%
Adjusted operating margin 58.8% 57.7% 1.2 ppt 0.8 ppt
Adjusted effective income tax rate 15.0% 19.4% (4.4) ppt (4.6) ppt
Adjusted net income $3.2 $2.6 23% 21%
Adjusted diluted EPS $3.39 $2.68 26% 24%
1 Mastercard-branded programs only; on a local currency basis.<br><br>2 The Key Third Quarter Non-GAAP Results exclude the impact of gains and losses on the Company’s equity investments, special items as described on page 11 (“Third Quarter Special Items”) and/or the translational and transactional impact of currency and the related impact of the Company’s foreign exchange derivative contracts designated as cash flow hedging instruments. See page 11 for the Company’s non-GAAP adjustments and the reconciliation to GAAP reported amounts.
Q3 2023 Key Business Drivers <br>(YoY growth)
--- --- --- --- --- --- ---
image6.jpg Gross dollar volume Cross-border volume Switched transactions
(local currency basis) (local currency basis)
up 11% up 21% up 15%

The following information is provided to aid in understanding Mastercard’s third quarter 2023 results, versus the year ago period.

•Net revenue increased 14%, or 11% on a currency-neutral basis. The increase was attributable to growth in our payment network and our value-added services and solutions.

▪Payment network net revenue increased 12%, or 10% on a currency-neutral basis. Primary drivers of the increase were as follows:

•Gross dollar volume growth of 11%, on a local currency basis, to $2.3 trillion.

•Cross-border volume growth of 21% on a local currency basis.

•Switched transactions growth of 15%.

This increase in payment network net revenue includes growth in payment network rebates and incentives provided to customers. Payment network rebates and incentives increased 22%, or 20% on a currency-neutral basis, primarily due to an increase in our key drivers as well as new and renewed deals.

▪Value-added services and solutions net revenue increased 17%, or 14% on a currency-neutral basis. The increase was driven primarily by the continued growth of our cyber and intelligence solutions, driven by our underlying key drivers and demand for our fraud and security solutions, demand for our consulting and marketing services, as well as our loyalty solutions, partially offset by other solutions.

•Total operating expenses increased 2%. Excluding the impact of Third Quarter Special Items, adjusted operating expenses increased 10%, or 9% on a currency-neutral basis. This includes a 1 percentage point increase from acquisitions. The remaining increase was primarily due to higher personnel costs.

•Other income (expense) was unfavorable $43 million versus the year ago period, primarily due to net losses in the current year versus the net gains in the prior year related to unrealized fair market value adjustments on marketable equity securities, partially offset by higher net investment income. Adjusted other income (expense) was favorable $21 million versus the prior year, primarily due to an increase in investment income, partially offset by increased interest expense related to our 2023 debt issuances.

•The effective tax rate for the third quarter of 2023 was 15.0%, versus 18.6% for the comparable period in 2022. The adjusted effective tax rate for the third quarter of 2023 was 15.0%, versus 19.4% for the comparable period in 2022, primarily due to the Company’s ability to now claim more U.S. foreign tax credits generated in 2022 and 2023 resulting from U.S. guidance issued in the current period, partially offset by a $115 million discrete tax expense to establish a valuation allowance on the deferred tax asset related to U.S. foreign tax credits generated prior to 2022.

•As of September 30, 2023, the Company’s customers had issued 3.3 billion Mastercard and Maestro-branded cards.

Year-to-date Results

Year-to-date Operating Results Increase / (Decrease)
$ in billions, except per share data 2023 2022 Reported GAAP Currency-neutral
Net revenue $18.6 $16.4 13% 13%
Operating expenses $7.9 $7.3 8% 8%
Operating income $10.6 $9.1 17% 18%
Operating margin 57.3% 55.3% 2.0 ppt 2.1 ppt
Effective income tax rate 18.6% 14.3% 4.2 ppt 4.1 ppt
Net income $8.4 $7.4 13% 14%
Diluted EPS $8.85 $7.60 16% 17%
Key Year-to-date Non-GAAP Results 1 Increase / (Decrease)
$ in billions, except per share data 2023 2022 As adjusted Currency-neutral
Adjusted net revenue $18.6 $16.4 13% 14%
Adjusted operating expenses $7.7 $6.9 11% 11%
Adjusted operating margin 58.6% 57.7% 0.9 ppt 0.8 ppt
Adjusted effective income tax rate 19.0% 14.8% 4.2 ppt 4.1 ppt
Adjusted net income $8.6 $7.8 11% 11%
Adjusted diluted EPS $9.08 $8.00 14% 14%
1. The Key Year-to-date Non-GAAP Results exclude the impact of gains and losses on the Company’s equity investments, special items as described on page 12 (“Year-to-date Special Items”) and/or the translational and transactional impact of currency and the related impact of the Company’s foreign exchange derivative contracts designated as cash flow hedging instruments. See page 12 for the Company’s non-GAAP adjustments and the reconciliation to GAAP reported amounts.
Year-to-date 2023 Key Business Drivers <br>(YoY growth)
--- --- --- --- --- --- ---
image6.jpg Gross dollar volume Cross-border volume Switched transactions
(local currency basis) (local currency basis)
up 13% up 26% up 15%

The following information is provided to aid in understanding Mastercard’s year-to-date 2023 results, versus the year ago period. As a reminder, we suspended our business operations in Russia in March 2022.

•Net revenue increased 13%, as reported and on a currency-neutral basis. Excluding the impact of Year-to-date Special Items, adjusted net revenue increased 13%, or 14% on a currency-neutral basis. The increase was attributable to growth in our payment network and our value-added services and solutions.

▪Payment network net revenue increased 11%, as reported and on a currency-neutral basis. The increase on a currency-neutral basis would have been 1 percentage point higher if we excluded the Russia-related Year-to-date Special Items which benefited year-to-date 2022. Primary drivers of the increase were as follows:

•Gross dollar volume growth of 13%, on a local currency basis, to $6.7 trillion.

•Cross-border volume growth of 26% on a local currency basis.

•Switched transactions growth of 15%.

This increase in payment network net revenue includes growth in payment network rebates and incentives provided to customers. Payment network rebates and incentives increased 23%, as reported and on a currency-neutral basis, primarily due to an increase in our key drivers as well as new and renewed deals.

▪Value-added services and solutions net revenue increased 17%, as reported and on a currency-neutral basis, which includes a 1 percentage point increase from acquisitions. The remaining increase was driven primarily by the continued growth of our cyber and intelligence solutions, driven by our underlying key drivers and demand for our fraud and security solutions, demand for our consulting and marketing services, as well as our loyalty solutions, partially offset by other solutions.

•Total operating expenses increased 8%. Excluding the impact of Year-to-date Special Items, adjusted operating expenses increased 11% as reported and on a currency-neutral basis. This includes a 1 percentage point increase from acquisitions. The remaining increase was primarily due to higher personnel costs.

•Other income (expense) was favorable $119 million, primarily due to an increase in investment income and lower mark-to-market losses in 2023. Adjusted other income (expense) was favorable $80 million versus the year ago period, primarily due to an increase in investment income, partially offset by increased interest expense related to our 2022 and 2023 debt issuances.

•The effective tax rate for 2023 was 18.6%, versus 14.3% for the comparable period in 2022. The adjusted effective tax rate for 2023 was 19.0%, versus 14.8% for the comparable period in 2022, primarily due to changes in the valuation allowance associated with the deferred tax asset related to U.S. foreign tax credits. In 2022, we recognized a discrete tax benefit of $333 million to release the valuation allowance and in 2023 we recognized a total $327 million discrete tax expense to establish the valuation allowance. The discrete tax expense in 2023 was partially offset by our ability to now claim more U.S. foreign tax credits generated in 2022 and 2023 due to U.S. guidance issued in the current period.

Return of Capital to Shareholders

During the third quarter of 2023, Mastercard repurchased 4.8 million shares at a cost of $1.9 billion and paid $538 million in dividends.

Through September 30, 2023, Mastercard repurchased 19.2 million shares at a cost of $7.2 billion and paid $1.6 billion in dividends.

Quarter-to-date through October 23, the Company repurchased 1.2 million shares at a cost of $475 million, which leaves $4.5 billion remaining under the approved share repurchase programs.

Third Quarter 2023 Financial Results Conference Call Details

At 9:00 a.m. ET today, the Company will host a conference call to discuss its third quarter 2023 results. The dial-in information for this call is 1-888-330-2508 (Toll-free) and 1-240-789-2735 (Toll dial-in), using passcode 6451878. A replay of the call will be available for 30 days and can be accessed by dialing 1-800-770-2030 (Toll-free) and 1-647-362-9199 (Toll dial-in), using passcode 6451878.

A live audio webcast of this call, along with presentation slides, can also be accessed through the Investor Relations section of the Company’s website at investor.mastercard.com.

Forward-Looking Statements

This press release contains forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts

may be forward-looking statements. When used in this press release, the words “believe”, “expect”, “could”, “may”, “would”, “will”, “trend” and similar words are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements that relate to Mastercard’s future prospects, developments and business strategies. We caution you to not place undue reliance on these forward-looking statements, as they speak only as of the date they are made. 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.

Many factors and uncertainties relating to our operations and business environment, all of which are difficult to predict and many of which are outside of our control, influence whether any forward-looking statements can or will be achieved. Any one of those factors could cause our actual results to differ materially from those expressed or implied in writing in any forward-looking statements made by Mastercard or on its behalf, including, but not limited to, the following factors:

•regulation directly related to the payments industry (including regulatory, legislative and litigation activity with respect to interchange rates and surcharging)

•the impact of preferential or protective government actions

•regulation of privacy, data, 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 financing of terrorism, economic sanctions and anti-corruption, account-based payments systems, and issuer and acquirer practice regulation)

•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 a real-time account-based payments system and to working with new customers and end users

•the impact of information security incidents, account data breaches or service disruptions

•issues related to our relationships with our stakeholders (including loss of substantial business from significant customers, competitor relationships with our customers, consolidation amongst our customers, merchants’ continued focus on acceptance costs and unique risks from our work with governments)

•the impact of global economic, political, financial and societal events and conditions, including adverse currency fluctuations and foreign exchange controls as well as events and resulting actions related to the Russian invasion of Ukraine

•the impact of the global COVID-19 pandemic and measures taken in response

•reputational impact, including impact related to brand perception and lack of visibility of our brands in products and services

•the impact of environmental, social and governance matters and related stakeholders reaction

•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

•exposure to loss or illiquidity due to our role as guarantor and other contractual obligations

•issues related to our Class A common stock and corporate governance structure

For additional information on these and other factors that could cause the Company’s actual results to differ materially from expected results, please see the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and any subsequent reports on Forms 10-Q and 8-K.

About Mastercard (NYSE: MA)

Mastercard is a global technology company in the payments industry. Our mission is to connect and power an inclusive, digital economy that benefits everyone, everywhere by making transactions safe, simple, smart and accessible. Using secure data and networks, partnerships and passion, our innovations and solutions help individuals, financial institutions, governments and businesses realize their greatest potential. With connections across more than 210 countries and territories, we are building a sustainable world that unlocks priceless possibilities for all.

www.mastercard.com

Contacts:

Investor Relations: Media Relations:
Devin Corr or Jud Staniar Seth Eisen
investor.relations@mastercard.com Seth.Eisen@mastercard.com
914-249-4565 914-249-3153
Consolidated Statement of Operations (Unaudited)
--- --- --- --- --- --- --- --- ---
Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
(in millions, except per share data) (in millions, except per share data)
Net Revenue $ 6,533 $ 5,756 $ 18,550 $ 16,420
Operating Expenses:
General and administrative 2,285 2,069 6,528 5,860
Advertising and marketing 193 182 561 573
Depreciation and amortization 211 185 594 566
Provision for litigation 208 231 341
Total operating expenses 2,689 2,644 7,914 7,340
Operating income 3,844 3,112 10,636 9,080
Other Income (Expense):
Investment income 71 16 185 28
Gains (losses) on equity investments, net (6) 60 (95) (133)
Interest expense (151) (120) (427) (344)
Other income (expense), net 3 4 19 12
Total other income (expense) (83) (40) (318) (437)
Income before income taxes 3,761 3,072 10,318 8,643
Income tax expense 563 573 1,914 1,238
Net Income $ 3,198 $ 2,499 $ 8,404 $ 7,405
Basic Earnings per Share $ 3.40 $ 2.59 $ 8.88 $ 7.63
Basic weighted-average shares outstanding 941 965 947 971
Diluted Earnings per Share $ 3.39 $ 2.58 $ 8.85 $ 7.60
Diluted weighted-average shares outstanding 943 968 949 974
Consolidated Balance Sheet (Unaudited)
--- --- --- --- ---
September 30, 2023 December 31, 2022
(in millions, except per share data)
Assets
Current assets:
Cash and cash equivalents $ 6,890 $ 7,008
Restricted cash for litigation settlement 589
Investments 602 400
Accounts receivable 3,925 3,425
Settlement assets 1,118 1,270
Restricted security deposits held for customers 1,824 1,568
Prepaid expenses and other current assets 2,624 2,346
Total current assets 16,983 16,606
Property, equipment and right-of-use assets, net of accumulated depreciation and<br><br>amortization of $2,140 and $1,904, respectively 1,972 2,006
Deferred income taxes 1,370 1,151
Goodwill 7,488 7,522
Other intangible assets, net of accumulated amortization of $2,137 and $1,960,<br><br>respectively 4,022 3,859
Other assets 7,839 7,580
Total Assets $ 39,674 $ 38,724
Liabilities, Redeemable Non-controlling Interests and Equity
Current liabilities:
Accounts payable $ 589 $ 926
Settlement obligations 992 1,111
Restricted security deposits held for customers 1,824 1,568
Accrued litigation 475 1,094
Accrued expenses 7,775 7,801
Short-term debt 1,337 274
Other current liabilities 1,527 1,397
Total current liabilities 14,519 14,171
Long-term debt 14,229 13,749
Deferred income taxes 385 393
Other liabilities 4,160 4,034
Total Liabilities 33,293 32,347
Commitments and Contingencies
Redeemable Non-controlling Interests 21 21
Stockholders’ Equity
Class A common stock, $0.0001 par value; authorized 3,000 shares, 1,401 and 1,399 shares issued and 932 and 948 shares outstanding, respectively
Class B common stock, $0.0001 par value; authorized 1,200 shares, 7 and 8 shares issued and outstanding, respectively
Additional paid-in-capital 5,791 5,298
Class A treasury stock, at cost, 470 and 451 shares, respectively (58,573) (51,354)
Retained earnings 60,390 53,607
Accumulated other comprehensive income (loss) (1,297) (1,253)
Mastercard Incorporated Stockholders' Equity 6,311 6,298
Non-controlling interests 49 58
Total Equity 6,360 6,356
Total Liabilities, Redeemable Non-controlling Interests and Equity $ 39,674 $ 38,724
Consolidated Statement of Cash Flows (Unaudited)
--- --- --- --- ---
Nine Months Ended September 30,
2023 2022
(in millions)
Operating Activities
Net income $ 8,404 $ 7,405
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of customer and merchant incentives 1,196 1,197
Depreciation and amortization 594 566
(Gains) losses on equity investments, net 95 133
Share-based compensation 374 273
Deferred income taxes (239) (589)
Other 88 40
Changes in operating assets and liabilities:
Accounts receivable (484) (326)
Settlement assets 151 298
Prepaid expenses (1,837) (1,472)
Accrued litigation and legal settlements (621) 249
Restricted security deposits held for customers 240 (342)
Accounts payable (319) (91)
Settlement obligations (119) 146
Accrued expenses 43 638
Net change in other assets and liabilities 284 (30)
Net cash provided by operating activities 7,850 8,095
Investing Activities
Purchases of investment securities available-for-sale (244) (192)
Purchases of investments held-to-maturity (327) (174)
Proceeds from sales of investment securities available-for-sale 72 28
Proceeds from maturities of investment securities available-for-sale 155 156
Proceeds from maturities of investments held-to-maturity 116 194
Purchases of property and equipment (294) (312)
Capitalized software (525) (446)
Purchases of equity investments (61) (62)
Proceeds from sales of equity investments 44 7
Acquisition of businesses, net of cash acquired (313)
Other investing activities (73) (6)
Net cash used in investing activities (1,137) (1,120)
Financing Activities
Purchases of treasury stock (7,200) (6,339)
Dividends paid (1,624) (1,430)
Proceeds from debt, net 1,554 1,127
Tax withholdings related to share-based payments (81) (137)
Cash proceeds from exercise of stock options 213 77
Other financing activities (12)
Net cash used in financing activities (7,138) (6,714)
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents (29) (387)
Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents (454) (126)
Cash, cash equivalents, restricted cash and restricted cash equivalents - beginning of period 9,196 9,902
Cash, cash equivalents, restricted cash and restricted cash equivalents - end of period $ 8,742 $ 9,776

Non-GAAP Financial Information

Mastercard discloses the following non-GAAP financial measures: adjusted net revenue, adjusted operating expenses, adjusted operating margin, adjusted other income (expense), adjusted effective income tax rate, adjusted net income and adjusted diluted earnings per share (as well as related applicable growth rates versus the comparable period in the prior year). These non-GAAP financial measures exclude the impact of gains and losses on the Company’s equity investments which includes mark-to-market fair value adjustments, impairments and gains and losses upon disposition, as well as the related tax impacts. These non-GAAP financial measures also exclude the impact of special items, where applicable, which represent litigation judgments and settlements and certain one-time items, as well as the related tax impacts. The Company excludes these items because management evaluates the underlying operations and performance of the Company separately from these recurring and nonrecurring items.

In addition, the Company presents growth rates adjusted for the impact of currency, which is a non-GAAP financial measure. Currency-neutral growth rates are calculated by remeasuring the prior period’s results using the current period’s exchange rates for both the translational and transactional impacts on operating results as well as removing the related impact of the Company’s foreign exchange derivative contracts designated as cash flow hedging instruments. The impact of currency translation represents the effect of translating operating results where the functional currency is different from the Company’s U.S. dollar reporting currency. The impact of the transactional currency represents the effect of converting revenue and expenses occurring in a currency other than the functional currency. The impact of the related realized gains and losses resulting from the Company’s foreign exchange derivative contracts designated as cash flow hedging instruments is recognized in the respective financial statement line item on the statement of operations when the underlying forecasted transactions impact earnings. The Company believes the presentation of currency-neutral growth rates provides relevant information to facilitate an understanding of its operating results.

The Company believes that the non-GAAP financial measures presented facilitate an understanding of operating performance and provide a meaningful comparison of its results between periods. The Company’s management uses non-GAAP financial measures to, among other things, evaluate its ongoing operations in relation to historical results, for internal planning and forecasting purposes and in the calculation of performance-based compensation.

The Company includes reconciliations of the requisite non-GAAP financial measures to the most directly comparable GAAP financial measures. The presentation of non-GAAP financial measures should not be considered in isolation or as a substitute for the Company’s related financial results prepared in accordance with GAAP.

Non-GAAP Reconciliations (QTD)
Three Months Ended September 30, 2023
Net revenue 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 $ 2,689 58.8 % $ (83) 15.0 % $ 3,198 $ 3.39
(Gains) losses on equity investments 1 ** ** ** 6 % 5
Adjusted - Non-GAAP $ 2,689 58.8 % $ (78) 15.0 % $ 3,202 $ 3.39

All values are in US Dollars.

Three Months Ended September 30, 2022
Net revenue 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 $ 2,644 54.1 % $ (40) 18.6 % $ 2,499 $ 2.58
(Gains) losses on equity investments 1 ** ** ** (60) 0.6 % (66) (0.07)
Litigation provisions 2 ** (208) 3.6 % ** 0.2 % 162 0.17
Adjusted - Non-GAAP $ 2,437 57.7 % $ (99) 19.4 % $ 2,595 $ 2.68

All values are in US Dollars.

Three Months Ended September 30, 2023 as compared to the Three Months Ended September 30, 2022
Increase/(Decrease)
Net revenue Operating expenses Operating margin Effective income tax rate Net income Diluted earnings per share
Reported - GAAP 14 % 2 % 4.8 ppt (3.7) ppt 28 % 31 %
(Gains) losses on equity investments 1 ** ** ** (0.6) ppt 4 % 4 %
Litigation provisions 2 ** 9 % (3.6) ppt (0.2) ppt (8) % (8) %
Adjusted - Non-GAAP 14 % 10 % 1.2 ppt (4.4) ppt 23 % 26 %
Currency impact 3 (2) % (1) % (0.4) ppt (0.2) ppt (3) % (3) %
Adjusted - Non-GAAP - currency-neutral 11 % 9 % 0.8 ppt (4.6) ppt 21 % 24 %

Note:    Tables may not sum due to rounding.

**    Not applicable

Gains and Losses on Equity Investments

1.Q3’23 pre-tax net losses of $6 million and Q3’22 pre-tax net gains of $60 million were primarily related to unrealized fair market value adjustments on marketable and nonmarketable equity securities.

Third Quarter Special Items

2.Q3’22 pre-tax charges of $208 million were as a result of developments in settlement discussions with certain U.K. merchants, including a

settlement reached with one of those merchants.

Other Notes

3.Represents the translational and transactional impact of currency and the related impact of the Company’s foreign exchange derivative contracts designated as cash flow hedging instruments.

Non-GAAP Reconciliations (YTD)
Nine Months Ended September 30, 2023
Net revenue 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 $ 7,914 57.3 % $ (318) 18.6 % $ 8,404 $ 8.85
(Gains) losses on equity investments 1 ** ** ** 95 0.1 % 63 0.07
Litigation Provisions 2 ** (231) 1.2 % ** 0.3 % 156 0.16
Adjusted - Non-GAAP $ 7,683 58.6 % $ (223) 19.0 % $ 8,622 $ 9.08

All values are in US Dollars.

Nine Months Ended September 30, 2022
Net revenue 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 $ 7,340 55.3 % $ (437) 14.3 % $ 7,405 $ 7.60
(Gains) losses on equity investments 1 ** ** ** 133 % 114 0.12
Litigation provisions 3 ** (341) 2.1 % ** 0.5 % 251 0.26
Russia-related impacts 4 (37) (67) 0.3 % ** % 24 0.02
Adjusted - Non-GAAP $ 6,932 57.7 % $ (303) 14.8 % $ 7,794 $ 8.00

All values are in US Dollars.

Nine Months Ended September 30, 2023 as compared to the Nine Months Ended September 30, 2022
Increase/(Decrease)
Net revenue Operating expenses Operating margin Effective income tax rate Net income Diluted earnings per share
Reported - GAAP 13 % 8 % 2.0 ppt 4.2 ppt 13 % 16 %
(Gains) losses on equity investments 1 ** ** ** 0.1 ppt (1) % (1) %
Litigation provisions 2, 3 ** 2 % (0.8) ppt (0.1) ppt (2) % (2) %
Russia-related impacts 4 % 1 % (0.2) ppt ppt % %
Adjusted - Non-GAAP 13 % 11 % 0.9 ppt 4.2 ppt 11 % 14 %
Currency impact 5 % % (0.1) ppt (0.1) ppt % %
Adjusted - Non-GAAP - currency-neutral 14 % 11 % 0.8 ppt 4.1 ppt 11 % 14 %

Note:    Tables may not sum due to rounding.

**    Not applicable

Gains and Losses on Equity Investments

1.Year-to-date 2023 and 2022 pre-tax net losses of $95 million and $133 million were primarily related to unrealized fair market value adjustments on marketable and nonmarketable equity securities.

Year-to-date Special Items

2.Year-to-date 2023 pre-tax charges of $231 million were primarily as a result of a change in estimate related to the claims of merchants who opted out of the U.S. merchant class litigation.

3.Year-to-date 2022 pre-tax charges of $341 million were as a result of developments in settlement discussions with certain U.K. merchants, including a settlement reached with one of those merchants, as well as a change in estimate related to the claims of merchants who opted out of the U.S. merchant class litigation.

4.Year-to-date 2022 pre-tax net charge of $30 million was directly related to imposed sanctions and the suspension of our business operations in Russia. The net charge was comprised of general and administrative expenses of $67 million, primarily related to incremental employee-related costs and reserves on uncollectible balances with certain sanctioned customers, offset by a net benefit of $37 million in net revenue, primarily related to a reduction in payment network rebates and incentives liabilities as a result of lower estimates of customer performance for certain customer business agreements due to the suspension of our business operations in Russia.

Other Notes

5.Represents the translational and transactional impact of currency and the related impact of the Company’s foreign exchange derivative contracts designated as cash flow hedging instruments.

Mastercard Incorporated Operating Performance
For the 3 Months Ended September 30, 2023
GDV (Bil.) Growth () Growth (Local) Purchase Volume (Bil.) Growth (Local) Purchase Trans. (Mil.) Purchase Trans. Growth Cash Volume (Bil.) Growth (Local) Cash Trans. (Mil.) Cards (Mil.)
All Mastercard Credit, Charge and Debit Programs
APMEA $ 569 2.9 7.1 % $ 421 9.2 % 10,419 11.0 % $ 148 1.5 % 1,516 934
Canada 66 4.4 7.4 % 64 7.2 % 1,039 10.6 % 2 14.0 % 6 77
Europe 758 22.3 18.4 % 602 21.5 % 17,019 19.5 % 157 7.9 % 990 796
Latin America 192 25.3 16.8 % 136 17.9 % 5,464 11.8 % 56 14.1 % 436 421
Worldwide less United States 1,586 14.1 13.4 % 1,223 15.8 % 33,941 15.2 % 363 6.1 % 2,949 2,228
United States 720 5.3 5.3 % 657 5.6 % 10,133 6.2 % 63 2.4 % 295 654
Worldwide 2,305 11.2 10.8 % 1,880 12.0 % 44,073 13.0 % 426 5.6 % 3,244 2,882
Mastercard Credit and Charge Programs
Worldwide less United States 720 12.2 12.9 % 683 12.9 % 14,763 10.6 % 38 12.9 % 167 785
United States 376 6.8 6.8 % 365 6.7 % 3,970 8.1 % 11 10.8 % 10 323
Worldwide 1,096 10.3 10.7 % 1,048 10.7 % 18,732 10.1 % 49 12.4 % 176 1,108
Mastercard Debit Programs
Worldwide less United States 865 15.7 13.9 % 540 19.7 % 19,178 19.0 % 325 5.4 % 2,782 1,443
United States 344 3.8 3.8 % 292 4.4 % 6,163 5.0 % 52 0.8 % 285 331
Worldwide 1,209 12.1 10.8 % 832 13.8 % 25,341 15.3 % 377 4.7 % 3,067 1,774
For the 9 Months Ended September 30, 2023
GDV (Bil.) Growth () Growth (Local) Purchase Volume (Bil.) Growth (Local) Purchase Trans. (Mil.) Purchase Trans. Growth Cash Volume (Bil.) Growth (Local) Cash Trans. (Mil.) Cards (Mil.)
All Mastercard Credit, Charge and Debit Programs
APMEA $ 1,702 2.7 8.9 % $ 1,254 11.5 % 29,871 12.7 % $ 448 2.3 % 4,521 934
Canada 189 5.0 10.0 % 184 9.8 % 2,918 13.0 % 5 20.4 % 19 77
Europe 2,141 19.9 21.9 % 1,683 25.4 % 47,264 20.4 % 458 10.6 % 2,907 796
Latin America 538 21.0 17.5 % 381 18.7 % 15,875 14.4 % 157 14.6 % 1,262 421
Worldwide less United States 4,570 12.4 15.7 % 3,502 18.5 % 95,927 16.7 % 1,068 7.5 % 8,709 2,228
United States 2,109 6.4 6.4 % 1,924 6.8 % 29,365 6.5 % 185 3.1 % 861 654
Worldwide 6,679 10.4 12.6 % 5,426 14.1 % 125,292 14.1 % 1,253 6.8 % 9,571 2,882
Mastercard Credit and Charge Programs
Worldwide less United States 2,086 10.7 14.7 % 1,973 14.6 % 42,043 11.2 % 113 16.6 % 498 785
United States 1,091 9.7 9.7 % 1,060 9.5 % 11,348 10.7 % 31 18.1 % 27 323
Worldwide 3,177 10.3 12.9 % 3,033 12.8 % 53,392 11.1 % 144 16.9 % 525 1,108
Mastercard Debit Programs
Worldwide less United States 2,484 13.9 16.6 % 1,529 23.9 % 53,884 21.3 % 956 6.5 % 8,211 1,443
United States 1,018 3.2 3.2 % 864 3.6 % 18,017 3.9 % 154 0.6 % 834 331
Worldwide 3,502 10.5 12.3 % 2,393 15.7 % 71,901 16.5 % 1,109 5.7 % 9,045 1,774
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.

All values are in US Dollars.

Mastercard Incorporated Operating Performance (continued)
For the 3 Months ended September 30, 2022
GDV (Bil.) Growth () Growth (Local) Purchase Volume (Bil.) Growth (Local) Purchase Trans. (Mil.) Purchase Trans. Growth Cash Volume (Bil.) Growth (Local) Cash Trans. (Mil.) Cards (Mil.)
All Mastercard Credit, Charge and Debit Programs
APMEA $ 553 3.5 12.9 % $ 402 16.1 % 9,387 19.0 % $ 151 5.2 % 1,560 897
Canada 63 13.6 17.7 % 62 17.7 % 939 13.6 % 2 17.6 % 6 70
Europe 620 (6.2) 7.6 % 478 16.0 % 14,240 (6.5) % 142 (13.5) % 1,005 703
Latin America 153 24.4 28.8 % 108 31.8 % 4,890 26.8 % 45 22.2 % 399 366
Worldwide less United States 1,390 1.1 12.2 % 1,050 17.6 % 29,456 6.0 % 340 (1.8) % 2,969 2,035
United States 683 10.5 10.5 % 622 12.1 % 9,542 5.6 % 61 (3.5) % 299 615
Worldwide 2,073 4.0 11.6 % 1,672 15.5 % 38,997 5.9 % 401 (2.1) % 3,268 2,650
Mastercard Credit and Charge Programs
Worldwide less United States 642 3.2 14.9 % 609 16.2 % 13,342 9.5 % 33 (3.9) % 162 751
United States 352 20.7 20.7 % 342 20.6 % 3,672 17.1 % 10 21.8 % 9 301
Worldwide 994 8.8 16.9 % 951 17.7 % 17,015 11.1 % 43 0.9 % 171 1,052
Mastercard Debit Programs
Worldwide less United States 748 (0.6) 9.9 % 441 19.6 % 16,114 3.2 % 306 (1.6) % 2,807 1,284
United States 331 1.4 1.4 % 279 3.1 % 5,869 (0.5) % 52 (7.1) % 290 314
Worldwide 1,079 7.2 % 721 12.7 % 21,983 2.2 % 358 (2.4) % 3,097 1,598
For the 9 Months ended September 30, 2022
GDV (Bil.) Growth () Growth (Local) Purchase Volume (Bil.) Growth (Local) Purchase Trans. (Mil.) Purchase Trans. Growth Cash Volume (Bil.) Growth (Local) Cash Trans. (Mil.) Cards (Mil.)
All Mastercard Credit, Charge and Debit Programs
APMEA $ 1,657 5.0 11.9 % $ 1,193 15.0 % 26,494 16.9 % $ 465 4.7 % 4,597 897
Canada 180 17.3 20.4 % 175 20.8 % 2,583 16.0 % 5 5.8 % 16 70
Europe 1,785 1.6 14.7 % 1,362 23.5 % 39,253 (2.2) % 423 (6.7) % 2,888 703
Latin America 444 31.0 32.8 % 314 37.2 % 13,880 32.9 % 131 23.4 % 1,126 366
Worldwide less United States 4,067 6.2 15.5 % 3,044 21.1 % 82,210 9.0 % 1,023 1.5 % 8,627 2,035
United States 1,982 11.2 11.2 % 1,802 13.8 % 27,583 7.2 % 179 (9.2) % 875 615
Worldwide 6,048 7.8 14.1 % 4,846 18.3 % 109,793 8.5 % 1,202 (0.2) % 9,502 2,650
Mastercard Credit and Charge Programs
Worldwide less United States 1,885 8.5 17.7 % 1,786 18.9 % 37,802 12.7 % 99 0.1 % 466 751
United States 995 25.2 25.2 % 968 25.2 % 10,250 21.0 % 26 25.3 % 25 301
Worldwide 2,879 13.8 20.2 % 2,754 21.0 % 48,052 14.4 % 126 4.5 % 491 1,052
Mastercard Debit Programs
Worldwide less United States 2,182 4.3 13.7 % 1,258 24.5 % 44,408 6.0 % 924 1.7 % 8,161 1,284
United States 987 % 834 2.9 % 17,333 0.5 % 153 (13.3) % 850 314
Worldwide 3,169 2.9 9.0 % 2,092 14.9 % 61,741 4.4 % 1,077 (0.7) % 9,011 1,598
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.

All values are in US Dollars.

Footnote

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

Debit transactions on Maestro® and Cirrus®-branded cards 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 and includes the impact of balance transfers and convenience checks 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 products are comprised of credit, charge, debit and prepaid programs, and data relating to each type of program is included in the tables. The tables include information with respect to transactions involving Mastercard-branded cards that are not switched 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 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 switching systems. The data set forth in the 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 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 or Mastercard’s customers. Starting in the first quarter of 2022, data related to sanctioned Russian banks was not reported to us and therefore such amounts are not included. Subsequent to the suspension of our business operations in Russia in March 2022, there is no Russian data to be reported.

Performance information for prior periods can be found in the Investor Relations section of the Mastercard website at investor.mastercard.com.

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