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Mastercard [MA] Conference call transcript for 2013 q3

2013-10-31 17:00:00

Fiscal: 2013 q3

Operator: Welcome to the MasterCard third quarter 2013 earnings conference call. [Operator instructions.] I would now like to turn the call over to Ms. Barbara Gasper, head of investor relations. You may begin.

Barbara Gasper: Thank you, operator. Good morning, everyone, and thank you for joining us for a discussion about our third quarter 2013 financial results. With me on the call this morning are Ajay Banga, our president and chief executive officer; and Martina Hund-Mejean, our chief financial officer. Following comments from Ajay and Martina, the operator will announce your opportunity to get into the queue for the Q&A session, and up until then, no one is actually registered to ask a question. This morning’s earnings release and the slide deck that will be referenced on this call can be found in the Investor Relations section of our website at The earnings release includes reconciliations of non-GAAP measures to their GAAP equivalents. The release and the slide deck have also been attached to an 8-K that we filed with the SEC earlier this morning. A replay of this call will be posted on our website for one week through November 7. Finally, as set forth in more detail in today’s earnings release, I need to remind everyone that today’s call may include some forward-looking statements about MasterCard’s future performance. Actual performance could differ materially from what is suggested by our comments today. Information about the factors that could affect future performance are summarized at the end of our press release, as well as contained in our recent SEC filing. And with that, I will now turn the call over to our chief executive officer, Ajay Banga. Ajay?

Ajay Banga: Thank you, Barbara, and good morning everybody. We are very pleased with our results this quarter. We’ve had a net revenue growth of 16%, or 15% when adjusted for currency, and that’s been driven by solid volume and transaction growth in every region around the world. And I think that revenue growth allowed us to invest more back into the business, in areas such as digital products and the safety and security around them. We were able to make these additional investments while still delivering a net income growth of 14%, or 13% adjusted for currency, and an EPS growth of 18%, or 17% on an FX-adjusted basis. So let’s start in our novel way by looking at the underlying economic trends, and you can start with the United States. Consumer spending was relatively flat from the second quarter better than expected growth. Our spending pulse data for the third quarter shows that U.S. retail sales growth ex-automobiles, is about 3.8%. Now, that’s down just slightly from the 4% of the second quarter. Over the last three or four months, we have seen a slow, steady decline in the confidence numbers, and that’s probably the reason behind the slight deceleration of our spending pulse data. And of course the recent circumstances in Washington have contributed, I think, to a sharp decline in October’s consumer confidence. What that means for consumer spending for the remainder of the year kind of remains to be seen as yet. The fact is that for us as a company, despite the relatively flat growth in overall consumer spending in the U.S., we saw an increase in our U.S. business in the third quarter where volume grew 9%, up from last quarter, driven by improvements in consumer credit. In Europe, overall economic growth was subdued in the third quarter, and we expect it to remain that way through the end of the year. But European consumer confidence continued the recovery that it started in the second quarter, and it’s now back up to the 2010 levels. Business sentiment has also improved over the quarter across major European markets like Germany, France, the U.K., and even Italy. And the combination of an improved environment in some markets, along with the continued secular shift, and most importantly our business wins, have driven third quarter volume growth up 17%, up from 14% last quarter, with Poland, Russia, Sweden as some of the key contributors to those numbers. Now, looking elsewhere in the world, in Asia consumer spending in the third quarter increased in key markets. Consumer confidence levels have remained by and large steady across the region. However, business sentiment continues to be mixed, because of lingering concerns about the global economy. Our business in this region continues to do well. We had strong volume growth of 22%, up from the 21% that we showed last quarter. In Latin America, consumer confidence in Brazil improved, but Mexico edged down slightly in September and across the region forecasts for the remainder of the year seem to indicate that GDP growth rate will probably remain sluggish. Our business in the region continues at a healthy pace. We had a 17% growth this quarter, similar to our growth rate over the last quarter. So, overall, you step back from all of this and it feels like the underlying global economy is showing the right trends to get back onto a more solid footing. What we then need to see a more balanced and practical approach on the part of the political leadership to allow those underlying improving economic trends to take hold and bear fruit. Before moving on to business highlights, I’d like to say a few words on where things currently stand on the legal and regulatory front. First, on the U.S. merchant litigation, nothing new to report. Judge Gleeson held the final settlement approval hearing, as you know, on September 12. We’re all awaiting his ruling, which is expected sometime later this year. On the debit front, as you know the Federal Reserve appealed the district court’s July decision. The judge issued a stay of the existing rules pending the outcome of an expedited appeal and the Fed recently filed a brief presenting their arguments in response to the judge’s decision. The Appeals Court probably will issue their ruling sometime in 2014. The European Commission’s proposed legislation is the third one. Both the European parliament and the Council of Ministers need to review, potentially amend, and finally [draft] on the commissioners’ final proposal. The parliament has begun the process, and though it’s still early days, they have now appointed what they call a rapporteur, who has the responsibility for both drafting and then shepherding the legislation through their parliamentary process. He has announced a draft timeline that includes a session on November 5 to officially kick it off. He will also be meeting with us next week. The commission has indicated they would like the proposal to be adopted before parliament goes into recess in the spring. As we have said before, that timeline appears ambitious in light of what needs to be accomplished before [work] can actually be taken in the European parliament. So now let’s move on to some of our recent business activities. You heard enough from us at investor day relatively recently in September. You had an opportunity to see firsthand a number of the product innovations we were rolling out, from our simplified commerce acceptance solutions, to social benefit programs, to shop [unintelligible] and so I’m not going to go into all that, but I’m going to talk about a couple of different items. And the first one is that last quarter there were several new partnerships established with U.S. merchants. In addition to the agreement with Virgin Atlantic, that Chris [unintelligible] probably mentioned, I think, on investor day, we have now signed three more new credit program relationships and partnerships with Hawaiian Airlines being the largest of those three. The second big area of focus for us, and frankly it’s true of everybody in the payments industry as you heard on the Visa call yesterday, is safety and security, the importance of which is second to none as our physical digital worlds converge. Historically, how this has worked is that when you develop industry standards and specs, we did it with traditional payment partners - banks, other networks. Today, we are working with those also, but with a broader group as well that includes technology companies and merchants. The idea is that by expanding this participation, we’ll get to create better consumer, better merchant experiences, and at the same time ensure safer and more secure transactions. And the drive to continually upgrade to newer technology is going to mean that all of us have to ensure that payment security standards adapt more quickly to changing consumer and merchant needs than they have in the past. So one interesting new development in that area is tokenization, and as you know, earlier this month we, along with Visa and American Express, proposed global standards to replace these traditional account numbers with digital tokens for online and mobile transactions. What that ensures is that the cardholder’s bank has access to their card information and only the cardholder’s bank has that access. It eases the merchant’s requirement of having to keep that specific card information secure. What the merchant sees is a token. We can connect that token back to that specific information with the bank. Work is being done in collaboration with issuers as well as other industry stakeholders, and the idea generally is, all of us, to improve cardholder security, reduce the impact of fraud, and yes, provide a good consumer and merchant experience. So in addition to that, we’ve joined the board of Fast Identity Online Alliance, an industry consortium. Members there include Google and Paypal. The consortium promotes standards in support of authentication technologies such as biometrics. And you’ve heard us talk about biometrics a number of times, but along with existing solutions like chip cards and NFC, I think doing this will help us to ensure that the development of standards that happens, which everybody can innovate in, is in an environment that is safer and more secure for online commerce. But supporting safer and more secure transactions is more than just creating new standards. It could also deal with platforms, such as what we are doing through our DataCash business to provide a more secure environment for ecommerce merchants. For example, in Brazil - Brazil is one of the largest and fastest-growing ecommerce markets in the world - we announced a new partnership last year with DataCash and ReadyCARD, one of Brazil’s largest [acquirers]. As a result of the partnership, ReadyCARD recently launched an ecommerce gateway with fraud and risk management services. They’re the only ones, by the way, in the Brazilian market to offer payment processing and fraud tools together in one place, making it much simpler for merchants to accept cards without the need to sign up with multiple vendors for these different needs of theirs. Finally, on this topic, security can also be about using our technology, our data, and the expertise around it to provide services that have [reduced the cost] to our customers in ways they sometimes cannot do themselves. Let me give you an example. We used our global network and data analytics and leveraged it, and we’re helping our customers right now by monitoring inter-regional activities on all of our cards in over 150 countries and at more than a million ATMs around the world. What that allows us to do is it gives us a chance to provide better insight to our issuers about potential fraud threats that go well beyond what they can see themselves, just through their own card activity. So we introduced what’s called Fraud Rule Manager at ATMs in April, and this resulted in significant reductions in inter-regional ATM fraud on Maestro cards and that reduction is up to 70% in some regions. Now, in the context of overall ATM volume, fraud is small, but that’s not the point I’m trying to make. I’m trying to make the point that the level of improvement, up to 70%, represents a powerful example of what we can do with data and technology. So with that, let me turn the call over to Martina for a conversation on our financial results and operational metrics.

Martina Hund-Mejean: Thanks, Ajay, and good morning everyone. Let me begin on page three of our slide deck, where you see that this quarter the difference between as reported and FX-adjusted growth rates is 1 percentage point for each line item. All of my comments today will pertain to the FX-adjusted growth rates. To reiterate what Ajay said, we continue to be pleased with our performance. Even with the relatively difficult environment, we’re able to make progress on the conversion from cash to electronic forms of payment and win business around the world. Net revenue grew 15%, which, combined with operating expense growth of 13%, resulted in net income growth of 13%. EPS growth was 17%, benefitting from our share repurchase program. During the third quarter, we purchased almost 575,000 shares of class A common stock at a cost of approximately $345 million, with $925 million remaining under our current authorization. We did not repurchase any additional shares in October, given the parameters of the 10b5-1 plan that we set a couple of months ago. Our strategy remains unchanged. We will continue to look to repurchase shares on an opportunistic basis. Cash flow from operations was $1.3 billion, and we ended the quarter with cash, cash equivalents, and other liquid investments of about $6 billion. So let me now turn to page four, where you can see the operational metrics for the third quarter. Our worldwide gross dollar volume, or GDV, was up 15% on a local currency basis to over $1 trillion. U.S. GDV grew 9%, with credit volumes growing 7%. U.S. commercial credit growth was in the mid-teens, higher than last quarter, and U.S. consumer credit growth was positive, and a continued improvement over prior quarters. Our U.S. debit growth was 11%, driven by growth from consumer, commercial debit, and prepaid programs. And outside of the U.S., volume growth was 18% on a local currency basis and this continued to be driven by APMEA, with a 22% growth rate and solid 17% growth in both Europe and Latin America. Cross-border volume grew 19% on a local currency basis, including more than 25% in Latin America and APMEA, and growth in the high teens in Europe. Turning to page five, here you see process transactions grew 16% globally to more than $10 billion for the first time. In the U.S., we saw good growth due to increases in debit and credit card transactions. And outside the U.S., process transactions grew 23%. We saw increased growth from the second quarter in all regions, with particular strength in Europe, driven by our business wins in Sweden and continued good growth in Russia and Poland. And globally, the number of cards grew 8% to almost $2 billion, Mastercard and Maestro branded cards. Now let’s turn to page six, for some insights on our revenue. Within our net revenue growth of 15%, growth revenue grew 13%, in line with volume and transaction drivers, along with some contribution from pricing. Rebates and incentives increased by 8%. As I said last quarter, the rebates and incentive line can move around on a quarter to quarter basis. Similar to what we saw last quarter, there were a couple of factors impacting the growth rate in the quarter. First, while we signed a significant number of contracts during the quarter, there were a few that we now expect to sign in the fourth quarter instead of the third quarter. And second, we have a couple of contracts that paid out at a lower level of incentives than in the past, very similar to last quarter. Similar to the prior quarters, growth in domestic assessment was again driven by strong growth outside of the U.S. A lot of this growth is coming from the work we are doing in places like Russia and South Africa around financial inclusion. These countries will initially produce lower using transactions as people first use the cards at ATMs before beginning to use them at merchants. And just one last note on revenue. Excluding pricing, cross-border revenue growth was 9%. The resulting gap between the cross-border volume and revenue growth numbers is mainly due to the higher mix of inter-Europe activity. So let me move to page seven, where you can see that total operating expenses were up 13% in the quarter, growing significantly higher than in recent quarters. First, given the revenue growth that we saw in the third quarter, we took the opportunity to increase our advertising and marketing. As a result, you can see that this line item is up by 16%, mainly due to higher media spend. And second, the 13% increase in G&A expenses continued to be primarily driven by investments related to all aspects of our growth strategy. Turning to slide eight, let’s discuss what we’ve seen in October through this past Monday. Each of our business drivers is slightly lower in this period compared to the third quarter, but when we adjust for the extra processing day that we had in the third quarter of this year versus last year, the growth rates are actually very similar. For our processed volume and transaction metrics only, that extra processing day provided a tailwind of about 1 to 2 percentage points to our growth in Q3. So here are the numbers through October 28. Globally, our cross-border volumes grew about 18%. In the U.S., our processed volume grew 9%. Processed volumes growth outside of the U.S. grew 16%, and in particular, since I know you’re all very interested in that, our European processed volume growth continued in the teens, the range that we have seen throughout 2013. And globally, processed transaction growth was 14%. Looking forward, let’s start with our long term performance objectives for the 2013 to 2015 period, which has not changed. We remain confident that our business can deliver an 11% to 14% net revenue CAGR, which still includes a modest contribution from pricing over the three-year period, and at least a 20% EPS CAGR. These growth rates are on a constant currency basis and exclude any new acquisitions. We also remain committed to our annual operating margin target of at least 50%. Now I’d like to share with you some thoughts about the rest of 2013, which is slightly improved versus what we said at our September investor day. Given our continued stronger than expected net revenue growth and the level of rebates and incentives we expect for the balance of the year, we now believe that second half net revenue growth will be slightly better than the 12% growth rate that we produced in the first half. This includes an assumption of a significantly higher growth rate in rebates and incentives in the fourth quarter versus what we have seen to date this year, at least in the mid to high teens range. We now anticipate total 2013 operating expenses to grow a bit more than the 8% currency adjusted growth rate we had in 2012, as we are able to put a little more into A&M than we planned and our G&A growth has proven to be more back end loaded than we originally expected. Even with this high expense level, we still expect to deliver some operating margin expansion in 2013. And for your modeling purposes, we continue to expect a full year tax rate of about 31%. So with respect to FX, if rates remain similar to where we are today, that is, the euro trading at the $1.37 level and the Brazilian real at the $2.19 level for the remainder of the year, the net impact of the euro and the real would be a slight tailwind for the full year of 2013. Now let me turn the call back to begin the Q&A session. Barbara?

Barbara Gasper: Thank you, Martina. We’re now ready to begin the question and answer period. And in order to get to as many people as possible, we ask that you limit yourself to a single question and then queue back in for additional questions.

Operator: [Operator instructions.] And our first question is from Chris Brendler of Stifel. Please go ahead.

Chris Brendler: I wasn’t quite sure what you said about cross-border. I think you said revenue growth without pricing was only 9% compared to almost 20% transaction growth? Is that correct, Martina?

Martina Hund-Mejean: That is absolutely correct, and you know, this is exactly the trend that we have seen in prior quarters. And this quarter was a bit more pronounced, because actually our inter-European cross-border activity grew fairly large versus the rest of the cross-border activity, as well as when you have the appreciation of the euro factored in, you see that the gap is widening.

Chris Brendler: And so my other question on the same topic was can you give us any more color around, the cross-border volume trend, almost 20% growth, is phenomenal. Is most of that sequential increase Europe?

Martina Hund-Mejean: You mean on domestic assessment?

Chris Brendler: No, still on cross-border transactions.

Martina Hund-Mejean: No, our regions contributed in a very significant way to the cross-border volumes, but when you just look at inter-European volume, just from a pure dollar point of view, it is larger than what you have in general across the world.

Operator: Our next question is from Jason Kupferberg of Jefferies. Please go ahead.

Jason Kupferberg: Just a question on a couple of metrics. Can you just go into a little more detail on the U.S. credit side of the story? Because it was obviously great to see the acceleration there. I know you mentioned both commercial and consumer accelerated, but maybe you can parse that a little further, which accelerated more, or kind of where are you running more precisely on U.S. consumer? And then can you just clarify if the process transaction growth actually accelerated in the month of September? Because it looked like the full quarter number was quite a bit better than the July/August in the quarter update.

Ajay Banga: On the first part, part about U.S. credit, the commercial credit of course picked up well, but the good news is that even in consumer credit we saw continued positive improvement. In fact, last quarter we told you that our U.S. consumer credit was actually a very small growth rate third quarter, better than that. I’m actually not going to give you the exact number, but it’s headed in the right direction. It’s not where I’d like it to be, but it’s headed in the right direction. On investor day, we told you we’d won more than 60% of the [total] brand that have been up for bid in the U.S. over the past 12 months. We haven’t lost any where we were the incumbent. That remains the case. In fact, we got a few extra, as I just announced as well. So we’re kind of working on that. It’s just going to be, as I said, a bunch of doubles and singles and stolen bases - quite appropriate for yesterday’s World Series game, although Chris [unintelligible] is probably a happy boy given that his team won. But there’s a bunch of doubles and singles and stolen bases to get our share back to where it should be for a company of our type. We have in the past lost share in that space, and I have said so, but we’re making progress. And that’s what’s giving us our numbers here. Commercial credit just continues to do well, and that’s just the steady, steady growth rate in what we are doing in driving our acceptance advantage, our capabilities with smart data, we’ve put people on the street that actually go sell this product with our issuers to different corporate clients as well as small businesses and it’s beginning to show the results of the effort.

Martina Hund-Mejean: And with respect to your second question, actually when you look at July, August, and September data processed transactions grew fairly similar. There was a little bit of an up one, down one point, but it was very similar to the whole quarter and is very similar to what we’re actually seeing in October. And this is in both the United States as well as outside of the United States we are seeing these kinds of improvements over last quarter.

Operator: Our next question is from Sanjay Sakhrani from KBW. Please go ahead.

Sanjay Sakhrani: Question for Martina. I guess when I look at the domestic assessment yield, that’s been coming down quite a bit over the last couple of years, and I was just wondering at what point it might stabilize given the fact that you are seeing credit kind of pick up, and I guess the mix shift’s kind of played out a little bit?

Martina Hund-Mejean: It’s a good question, but you know, we are doing the significant work around the globe, in particular in countries that have a lot of work to be happening on the financial inclusion side. And when you look at these countries, South Africa, Nigeria, or even when you go back into Russia, you know how this starts first. If you’re going to put the cards out to people first, they’re going to get used to how to use these cards, which will be at ATMs, and that’s where you are seeing a little bit of a lower yield coming in for ATM transactions. And then we’re working on the infrastructure for those consumers to be able to use the cards at merchants, which at that point in time you’re starting to see some different pricing for those kind of transactions. So it’s an evolution. And by the way, if we are doing our job correctly, that means expanding in those countries in a significant way, we should continue to be seeing some of these factors coming through over time and not stopping.

Operator: Our next question is from Bill Carcache of Nomura Securities. Please go ahead.

Bill Carcache: Can you talk about how much of the strength that you saw in your U.S. credit volume growth rate was driven by the success that you’re having in the co-brand space, specifically? And how does the pipeline look for potential new co-brand wins? Has that dimmed given all the wins you’ve had recently, or do you still see room for growth, specifically in co-brand?

Ajay Banga: The room for growth definitely. The co-brand business is a relatively large business in the U.S., and there’s a constant cycle of brands that come up for renewal. And we’re in strong and continuous dialog as are all our competitors in the space, with a very large number of merchants, as well as airlines, hotels, and banks. So I think there’s a long runway here for growth and possibility. I’m not going to give you specific numbers on the growth specifically from the wins we had, versus what came out of a general improvement in some of the underlying mix of our portfolios versus that of our consumers, versus what came out from consumers going back to credit. Those three are the big factors, and I’m not going to give you specifics on that, but all three played a role. Some of our stronger issuers have had better sales volume growth recovering over a period of time. We have seen the consumer using credit a little more than they used to, although debit is still clearly growing very handsomely as we’ve stated. But we’ve also seen the results of our first efforts in our co-brands as those cards are getting replaced and changed, that their volumes are coming through. I would tell you that those volumes are smaller than the impact of the first two topics, just because it takes time after you win a deal to convert the cards onto our brand.

Operator: Our next question is from Glenn Fodor of Autonomous Research. Please go ahead.

Glenn Fodor: Martina, just a quick question. Would you say a greater portion of the investments you made this quarter are related to initiatives that you expect to drive revenue growth by 2015, within your financial goals period? Or were they more heavily weighted to longer-term type return projects that are more in their infancy right now?

Martina Hund-Mejean: It’s really a mixture. As you know, we always look at investments that in the short term bucket, which means that they’re really returning over the next 12 to 18 months a return; the medium term bucket, which is more like a 3 to 4 year timeframe; and the longer-term bucket, which is kind of the 5-plus return. And so there are a number of things in there, as we did, but of course when you see all of the comments that we made about digital convergence and all the investments that have to go in there from a security and safety point of view, how you put the product together from a consumer merchant experience, we do have of course some investments going in there, and we’ll see how that’s going to play out for the future.

Ajay Banga: Things like tokenization will probably only pay back in terms of better consumer experience and better fraud control out there in some period. When it’s things like simplified commerce, if it gets picked up well in the marketplace, which we are very hopeful of, then you would find that to be a more interesting item closer in this period. So it’s actually a mixed bag of stuff, but that’s not just this quarter. What’s going on on our G&A line is the results of continued and sustained investments organically and some inorganically which become organic in our base, as we said, after a period of time. So Access Prepaid is now in our base. The money we put into expanding the capabilities of Access Prepaid show up in our G&A line, whereas if you were to buy, once we conclude the acquisition of Provus, that’s going to show up for a while as separate from being in our base. So it’s actually a very complicated question to answer, but the way we manage this inside the company is we look at our strategy, which we lay out for you on investor day, we make sure that we’ve got adequate resources going towards the basic elements in that strategy of new merchants, new consumers, digital physical convergence, and all the [space] for the safety and security, and then we put a certain amount of energy into more short term kinds of growth rate and revenue. So it’s a mixed bag.

Operator: Our next question is from David Togut of Evercore Partners. Please go ahead.

David Togut: Could you size for us your European debit processing pipeline, and in particular are there any large transactions that we might see on the horizon?

Ajay Banga: So I guess you’re talking about the whole stuff in SEPA, right, what goes on there? The fact is that we’re now seeing domestic volumes in virtually every one of the SEPA countries. And as you know, a few years back we only saw cross-border. So in this third quarter, the processing of domestic Maestro transactions increased by 19% in the SEPA region. We’ve grown in the Netherlands, we’ve had very attractive percentages of growth in Austria and Belgium, but also lower pace. The Netherlands is actually the much higher base, as you’ll remember from all the work we did. So we are kind of moving along in that range, and we’re going to keep, I think, getting breakthroughs in a number of countries in this space. Acquisitions of things like Provus actually could be helpful in driving this number, as is all the work that we have done with a similar company that we built up in Poland over the last four or five years. And those are the kinds of things that we’re trying to do to get to a better place in those domestic transactions.

Martina Hund-Mejean: And one other region that you’re really going to see in our numbers, as we already said, is really the Nordics, and in particular Sweden. And that is on the debit [but for year 2].

Operator: Our next question is from Craig Maurer of CLSA. Please go ahead.

Craig Maurer: Regarding the cross-border volume growth, it really is separating itself from your largest competitor. The 13 consecutive wins you’ve had in China and the fact that that’s only cross-border, is that a major contributor to that separation? I obviously understand the inter-Europe discussion. And also, is the recent revelation regarding the NSA impacting any of your discussions with issuers around the globe?

Ajay Banga: There’s no doubt that China, as you know, is a pretty attractive cross-border spending market. Every country around the world is targeting Chinese tourists. And so that’s a pretty obvious one. We have benefited certainly from that, but you know, in the context of our overall numbers, I don’t want to overstate the importance of China to our total numbers. We’ve got very good cross-border volume growth in every region, and so China contributes to the Asian growth in terms of cross-border, but there’s a lot of other countries in Asia that are driving very attractive cross-border. I mean, countries like Australia and New Zealand are outstanding in cross-border volume growth. Countries across ASEAN are giving us good benefits. When you come to Latin America, you’ve got growth. You go to Europe… So it’s a mixed bag. I’d be careful to overstate the importance of one country. But I love the position we’re in in China in terms of winning those co-brands, and we’re still winning some, despite all the changes that are going on with the WTO ruling in China, which as you know is still not completely clear where that’s going, but we’re still winning some brands there. The NSA discussion is a much deeper discussion, way beyond just us, but you know, right now we’re not having a direct situation with any issuers in countries overseas that impact us. I think the longer, bigger term issue for a lot of global companies is that if the fears about privacy go to a point where people would attempt to find ways to have more localization, then that certainly impacts the way that you construct your business model over time. Now, we’re a little more fortunate than some of our competitors in that when Bob Selander built the technology system in our company, he built it in a distributed way, so more than 80% of our transactions in any country are approved at local servers in that country, installed by us, called MIPs. And I have no idea what the damned thing stands for, it’s Mastercard something. But they are black boxes lying in different banks and retailers. I’ve been told the name and what it stands for regularly. I keep forgetting it. So basically a black box with blinking lights that helps you to clear transactions locally. And we download an intelligence logic into that regulatory over the course of a day that enables us to say card number so and so tends to behave like this, and therefore transactions that come in of that type get approved locally, on soil, on the ground, in that country. Very few transactions actually come back to St. Louis in our case, for being diagnosed and approved. And during the time that we had, for example, an undersea cable break between Taiwan and the U.S., we were able to dial that 80% to 100%. So our continuity of business is also better than a number of our competitors. So, you know, we’re using all those discussions as we’re out there overseas, but you know that nationalistic tendencies are a tendency not just in our industry but in a number of industries. So the NSA is just one small pimple on a dimple on the ant’s left cheek on that issue.

Operator: Our next question is from Dan Perlin of RBC Capital Markets. Please go ahead.

Dan Perlin: I have a broad-based question. You know, both yourselves and Visa have put forth in prepared remarks on a call the safety and the security and the integrity of the network. And I’m just wondering, is this approach, you know, for your token agenda? Or is there something else that’s happened over the course of the past year where the technology players have come in, they’ve seen how difficult it is. You guys act as the grownup in the room, and so they’re kind of gravitating back towards the security of the network? If you could just elaborate on that I’d appreciate it.

Ajay Banga: The timing of the fact that Visa has this in yesterday’s call and the fact that we’re talking about it today is just crazy coincidence. And I don’t even know, I think I should give Charlie a call after this and say was he prescient or what? But I have no idea. [unintelligible] The fact is that tokenization happened in this quarter. And to us, tokenization is a material change and move forward in the way that we believe as an industry, not just Visa, us, and Amex, who put this out together, but even the issuing community, with whom we’ve been in very good dialog, who frankly are very interested in this themselves. The idea is to find a way, as you can clearly guess, to protect the weakest link in the security chain, which is the smaller merchant, who you cannot expect them to be spending the same kind of money as we would on data encryption, both at storage and in motion, on the managing of that data and so on. So we’re trying to, as an industry, find a responsible way to help control that while at the same time allow for what I believe in the digital world will be the holy grail, which is the least friction, from a consumer’s point of view, in how to execute a transaction. You know, Millennials these days don’t like friction in hunting and shopping. And it’s just a very important part of what we’re trying to go at. So we talked about safety and security because of the tokenization event this quarter. I would otherwise have chosen a different topic. I’m trying to pick one topic of interest every quarter to you guys, and talk about that in some depth. And then [unintelligible] other topics, and I’ll start again, but that’s kind of what I’m trying to do. And safety and security happened to be the one for this quarter. Now, the aspect of, our networks have great barriers of safety and security in terms of what we’ve built and invested over a long period of time, and there are a lot of other who’ve said they could just do this business, realized that being in the payments business is more than having a network of some type that exchanges data. Yet absolutely for three or four years now, we’ve been talking to mobile network operators, we’ve been talking to banks, we have talked to merchants, we have talked to others, and said what we bring to the table are our assets, one of which is the safety, security, and reliability of our network. Because we’ve got other assets too, like the one I just described about how 80% of our transactions are approved locally. And so some of our assets are common across the industry, some of our assets are differentiated for us compared to others, and we are certainly using all of them in our conversations.

Operator: Our next question is from Glenn Greene of Oppenheimer. Please go ahead.

Glenn Greene: I guess from your comments, Martina, sort of talking about the extra processing day in the quarter, I just want to be real clear, because obviously it was a topic of conversation last night on Visa’s call. But did you see any slowdown in volume trends toward the end of the quarter and through October? It doesn’t sound like it, but want to be clear on that. And then maybe you could just help us parse the acceleration in the European volume trends with some particulars on the Eastern Europe part of the business. How fast did that grow and what’s the portion of the European pie from Eastern and Central Europe at this point?

Martina Hund-Mejean: First of all, for the first question, yes there was, as I said, an extra processing day in the first quarter, but when I look at July, August, and September, other than what we saw from an oil price impact in the United States, we really haven’t seen any significant impact from a change in the growth rates. It was relatively even. You know, you could see in September just being a tad lower, but then you see it quite coming up in October again. So truly, even when you adjust for the processing day, there wasn’t really impact on that. And then when you compare the third quarter versus October, just to get a sense of how the fourth quarter is starting, again, very, very similar growth rates, if you compare like for like. So on your second question, on the detail of growth in Eastern Europe, you know, Eastern Europe for us, because this is part of our European region, includes a lot of very high growth markets such as Russia, Poland, a number of other countries that are sitting in Eastern Europe. And a lot of things that are driving there is that you have a lot of uses of cash, like [unintelligible] frankly, and they’re putting all of those cards out in the market, and people are getting more used to be using cards rather than cash, from a security point of view, from a convenience point of view, from an ease point of view, etc. And that is really what’s driving our growth and we really have not seen any letting up in those kinds of countries, from a growth perspective, and as long as we continue to do our work there, you should see quite a bit of contribution from that secular trend coming. The economic environment is, you know, depending how it is. You guys know that we have three influences of growth, one is the economic environment, the second is the secular trends, and the third is obviously market share. But you know, we [unintelligible] the last two things, and that’s what you’re seeing in particular in that region.

Ajay Banga: You know, we are really trying very hard to influence the second one, which is the secular trend, compared to just waiting for this to happen due to population changes or urban demographics or middle class demographics and so on. That’s why the financial inclusion angle is such an important part of what we’re doing, and why we’re spending so much time, effort, and energy on it. So that’s what we’re trying to influence there. The share, yes, that’s what we’re fighting for, and fortunately we’re doing okay there. It’s the economic trends that we don’t control. But yes, Eastern European countries are growing for all those reasons. Somebody just emailed me with what MIPs stands for. So, Mastercard Integrated Processing Systems. And let it be known that I now know what it is. [laughter]

Operator: Our next question comes from Bryan Keane of Deutsche Bank. Please go ahead.

Bryan Keane: I was just thinking about rebates and incentives in the industry. I know Visa yesterday highlighted a pickup for their fiscal year ’14 in rebates and incentives. Your rebates and incentives growth rate for the first three quarters has been pretty modest. You talk about a little bit of a pickup in the fourth quarter, but I guess the overriding question is, are you seeing a pickup in rebate in incentives in the industry? Because one of your comments was that you thought rebates and incentives were lower in some contracts than in the past. So I’m just trying to reconcile all these comments.

Martina Hund-Mejean: First of all, I don’t expect significant change from a rebates and incentives line point of view, when I look over the last three years, and when I look in the future. By the way, all my comments on rebates and incentives are always included when I talk about our net revenues, right? We don’t really talk about growth and rebates in the sense that we talk about net revenues. So I don’t see any major change. We just had an interesting development here for the last couple of quarters in this year, which is that we had a couple of contracts where customers did not perform to what the performance hurdles were in the contract, and therefore we didn’t pay out the level of incentives that were agreed as part of the contract. That was really what was driving it. When you pull that apart, our rebates and incentives line is really going back to the kind of growth rates that we had produced over the last three years. And that’s what I have said now about the fourth quarter. We’re going right back to the kind of growth rates on rebates and incentives as what we have seen in the past. So no different.

Ajay Banga: So really it’s an in and out issue. Those couple of clients that we’ve had this conversation with about performance versus contract have made adequate difference with total numbers, as you are seeing this change. You shouldn’t expect that that should be something which persists in the future, because the fact of what Martina is saying is that the underlying conversations, the underlying deals being signed, the kind of rebates that go into them, the construct of them may change from client to client. Some may be constructed one way, some the other way, but basically they’re there and going on. And then the other big aspect of rebates and incentives, the damned thing is lumpy. You go sign a couple of big new deals, and they’re lumpy. You will get things come in that quarter which may not be quite what we expected. It is a challenge with that line in our P&L.

Operator: Our next question is from Andrew Jeffrey of SunTrust. Please go ahead.

Andrew Jeffrey: Just a follow up or maybe a point of clarification on tokenization. I understand the rationale on it. It makes perfect sense to me, and [unintelligible] friction is an important topic in payments and P2P and other areas. I can’t help but think a little bit in the back of my mind that tokenization also offers kind of a very convenient Trojan Horse by which the established networks can perhaps smooth the path for payments and increased security on traditional card-based payments and simultaneously, potentially throw up a roadblock to some of the disruptors who might not be able to accommodate the tokenization technology that’s being advanced by the established participants. Am I way off in left field somewhere?

Ajay Banga: You have more devious mind than I do. [laughter] I’ll tell you, it’s a very simple issue. If you go back to the days of introducing standards and mandates around requiring a certain level of payment system integrity in the industry, which we put out, the idea was to enable issuers and merchants - and not only enable, but ask them to raise their thinking, their quality, and their capability in that space - so we could help provide protection for consumer data. That’s where this is coming from. And it’s worked in some ways because a number of people have raised their bar. But frankly, it hasn’t worked in others, because smaller merchants, smaller banks, smaller acquirers, are always going to find it more difficult to keep pace with what is a very well-funded industry, which is aiming at fraud. The digital world, the onset of a digital physical converging world, creates a whole new challenge in that space in terms of the number of different players and the way data moves around among those players. All we are trying to do is to find a way to use our capacity and our capability as banks and networks to provide a protection filter in this process. Now, if you take back [unintelligible], which we bought years ago, and had the ability to create virtual card numbers, or the virtual card number facility that [unintelligible] used to offer when I was still working there, for you to be able to purchase things online by using a different card number, these are all elements of tokenization, the early elements. What you’re seeing us do now is a systemic methodological process-driven getting at tokenization, where not only will you get your current payment instrument - be it a card or your account, or a fingerprint that’s connected to your card, or whatever the heck it is, some account number in the sky - will remain in the sky protected, and the data that will flow out will flow out differently to different mobile devices that you choose to interact with. So not only will your number never reach the last point in the chain, it could also reach differently for each device you work with. And therefore, it gives me yet another methodology of preventing people from using numbers on the wrong device, which you haven’t registered your original account with. And so on and so forth. So it’s actually planning for tomorrow’s world of digitization rather than the current world of digitization. So what we’re trying to do is to create these industry standards. There’s going to be a ton of open APIs and the like that we are working with. You look at MasterPass, it’s full of open APIs. The idea is to allow players in the industry to get our standard as a fundamental system and then innovate on top of it, no differently, by the way, from what a lot of people do in Silicon Valley. You create a standard, and you allow people to innovate on it. That’s what we’re trying to do. It’s quite the opposite of what you’re thinking.

Operator: Our next question is from Darrin Peller of Barclays. Please go ahead.

Darrin Peller: I just want to touch on the other revenue line. It increased by a little more than what we expected, and I think last quarter there were certain fees in there, the staged wallet fee and I think the acquirer fee, or one of the acquirer fees, also that anniversaried. So I might have expected that growth rate to be a little bit lower this quarter. Can you just give us a sense of what’s driving that segment or that line?

Martina Hund-Mejean: From an other revenue point of view, you should continue to see some of the things that are not really related to our volume based business and our transactions based business going into here. So, for instance, some of the acquisitions have been made from an Access Prepaid point of view, from a DataCash point of view, etc., you would be seeing increases there. Pricing actually had a very, very little impact on this, but over time you should be seeing this number going up from a growth perspective.

Ajay Banga: Advisors revenue also comes in here.

Martina Hund-Mejean: We have a number of information services we have in there, so we have a number of other things in there.

Darrin Peller: So overall that line could be growing at a faster than corporate pace?

Martina Hund-Mejean: It depends. It depends how these businesses are basically developing and the care and the feed that we put into these businesses. They’re more of our newer businesses. But you know, all of that is pretty much included in our net revenue performance objectives target for the next three years.

Ajay Banga: For sure, if we can build our data analytics business the right way, that’s one of the items in other areas, and that should get a better percentage growth rate than the traditional transaction based business, in the beginning at least. When it becomes a certain size and scale - it’s getting to a decrease number these days… And so it’s all there. This is all behind that other revenue line.

Martina Hund-Mejean: Other income expenses, we have been saying for a number of quarters now that you should really expect that line to be trending into negative territory, because really we have some of our joint venture activity in the investments that we make in those joint ventures, one of which is, for instance, the Telefonica JV that we have in Latin America, the two of them that we have. So you should be seeing that line trending down over time into negative territory until we obviously get the return of the investment. However, that trend has been masked this quarter. We had a couple of items in there that basically increased this line item, and you saw it in positive territory. There were really two things. One, we had some gains on some bonds that we sold. So on the investment side. And two, we actually had some reversal of interest related to our FIN48. So this was our tax reserve accruals that we do from time to time. But other than that, when you pull those items out, you really should, again, see that line item trending down.

Operator: Our next question is from David Hochstim of Buckingham Research. Please go ahead.

David Hochstim: Could you give us a little more color on what you’re spending incrementally in advertising and marketing? Where are you finding opportunities? What are you doing differently?

Ajay Banga: Actually, in addition to the [unintelligible] we’re doing a lot of things around changing the way our money is spent. So a fair amount of money has gone into activation-oriented spending. That’s why the Priceless Cities campaign started. We’re now in 26-plus cities and headed for more. That costs us some money to create both the asset base in those cities but also the actual marketing locally in those cities. And we keep building the asset base, so as I get an opportunity, I’ll spend some money and put another city on the map, on the Priceless Cities area. That’s one kind of thing. Another one is we’re changing the way we spend our money with sponsorships. And so earlier we would pay a lot of that money to the organization that facilitated the sponsorship. We’ve kind of changed that to [unintelligible] spend the money on activation in that location. So if you were watching the Red Sox game over the last two days with the Cardinals, you would have seen Stand Up to Cancer coming up with us a couple of times in there. That’s the kind of thing we’re trying to do. We’re trying to get exposure and benefits of that exposure through partnering with the right kind of elements and partners. And then we’re doing some money on traditional media advertising. You probably saw some advertising on our Acceptance Matters campaign, because we believe we have a competitive advantage there over other players in the commercial and [unintelligible] card space. So these are very targeted. They’re all under the Priceless umbrella, but executed based on opportunities we see at that time.

Operator: Our last question is from Tien-tsin Huang with JP Morgan. Please go ahead.

Tien-tsin Huang: Just on G&A, it was up a little bit. How much of that was driven by headcount? Martina, just trying to gauge how sustainable that level is. And then just as a follow up, just thinking about M&A, I know you talked about that a little bit at the investor meeting, looking at Paypal buying Braintree. Does Mastercard need to own a gateway in the U.S.? I’ve been thinking about that topic a lot, thought I’d ask you on the call.

Martina Hund-Mejean: I’ll take the first question on G&A. So when you actually look, you know that most of our G&A numbers really are related to investments in people. I mean, when you look at the trajectory that we are in terms of our hiring rates in the United States, since December 31 of 2012 we hired about 500 people at this point in time. And you should expect to see that coming into the fourth quarter too.

Ajay Banga: We’re hiring across the world. It’s not just in the U.S. We’re hiring in different parts of the world. We’re hiring in London and Singapore and so on and so forth to kind of get our footprint improved, but also our technical and technological capacities. One little number that will give you a hint on that front is four years ago the Millennials in our population were 4%. They’re now 30% of our population in our employment population. Not all caused by hiring. Part of it is caused by the acquisitions. DataCash and Access had a different age profile. But also by the hiring, and all the [unintelligible] hiring isn’t incremental. Some of it is to replace the people who leave for various reasons. So it’s kind of a mixed bag. But there’s a lot of money that’s going into the people. There’s a lot of money going into technology. So tokenization requires investment. It’s a real technological platform that’s been invested and sustained, and will require investment for a little period of time to come. So there’s a lot of that going on. As far as the gateway question is concerned, you’re absolutely right. I’d love to get into a bigger gateway position in the United States. The fact is, now that we feel comfortable where we are with DataCash and MiGS. We had MiGS earlier, as you’ll remember. We bought DataCash, put them together. We’ve got that management team pretty well organized. They are doing a very good job of executing, and they’ve entered into Latin America and they’ve entered into a few global merchants including some in the U.S. But there are lots of ways to get into that space, and one of those could be not just through buying gateways, but buying adjacent businesses that allow our gateway capability to connect well with the adjacent business to get a footprint into the U.S. And so we’re working on a ton of those ideas, and just one of them hasn’t [unintelligible] yet, and haven’t come in at a value that I’d be happy to pay for some of the things that have been acquired by other people. So I will leave you with a few closing thoughts. We are pleased with our solid third quarter results. As Martina said, we’ve used the opportunity to put some money back into A&M, but we’re also continuing to invest in the most sustained way in the longer term aspects of our business. And she and I talked about this in some detail, she in particular, at the investor day, when she laid out the banner under which our investments were going. Those investments can be organic, in areas such as the convergence of physical and digital or in areas like technology that supports safety and security. But they can also be through acquisitions like Truaxis and Access Prepaid. And we recently announced Provus, which hasn’t got, as you know, approved yet. Hopefully it will get all sorted out in the fourth quarter, and we can talk about it after that. But these are only a few examples of the many initiatives that we are into that should drive long term growth. And it connects back to the kind of question Tien-tsin just asked, how we are trying to grow. Our business continues to have strong momentum. We’re focused on delivering another good year, and I just want to thank you for your support through this entire period, and thank you for joining us on today’s call.