UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 2, 2004
MASTERCARD INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 000-50250 13-4172551
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2000 PURCHASE STREET
PURCHASE, NEW YORK 10577
(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)
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
Exhibit 99.1 Press Release of MasterCard International Incorporated,
dated August 2, 2004.
ITEM 9. REGULATION FD DISCLOSURE.
Set forth below are tables that provide information regarding the
performance results for the three and six months ended June 30, 2004 for the
payment programs of MasterCard International Incorporated and MasterCard Europe
sprl (collectively, "MasterCard"), the principal operating subsidiaries of
MasterCard Incorporated. In addition, set forth below are tables that provide
information regarding MasterCard's payment programs for the years ended December
31, 2003 and 2002, in each case restated to present the information on the same
basis as the information in the tables for the three and six months ended June
30, 2004.
The tables set forth the gross dollar volume ("GDV"), purchase volume,
cash volume and the number of purchase transactions, cash transactions, accounts
and cards on a regional basis for MasterCard(R)-branded and MasterCard
Electronic(TM)-branded cards. Growth rates over prior periods are provided for
volume-based data.
FOR THE 3 MONTHS ENDED JUNE 30, 2004
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PURCHASE PURCHASE CASH CASH
ALL PROGRAMS EXCEPT GDV GROWTH VOLUME GROWTH TRANSACTIONS VOLUME GROWTH TRANSACTIONS ACCOUNTS CARDS
ON-LINE DEBIT PROGRAMS (BILLIONS) (LOCAL) (BILLIONS) (LOCAL) (MILLIONS) (BILLIONS) (LOCAL) (MILLIONS) (MILLIONS)(MILLIONS)
---------------------- ---------- ------- ---------- ------- ----------- ---------- ------- ----------- --------------------
South Asia / Middle
East Africa $ 3.7 27.0% $ 2.6 28.9% 43.7 $ 1.1 22.7% 9.5 9.2 11.0
Asia / Pacific 55.0 2.5% 36.6 15.5% 396.0 18.3 -16.3% 57.6 113.7 125.1
Europe 93.9 12.8% 71.4 12.8% 978.7 22.5 12.8% 186.2 93.3 105.8
Latin America 15.7 30.9% 7.0 26.7% 199.8 8.7 34.4% 77.2 40.7 51.0
Canada 12.0 13.0% 10.0 14.8% 150.7 2.0 4.5% 4.7 21.8 28.0
United States 168.7 7.2% 129.4 8.8% 1,817.6 39.3 2.3% 139.6 264.1 317.5
Worldwide 349.0 9.2% 257.1 11.7% 3,586.4 91.9 2.7% 474.8 542.8 638.3
CREDIT PROGRAMS
United States 134.2 6.4% 106.7 8.3% 1,278.5 27.5 -0.3% 18.1 213.0 262.0
Worldwide 285.9 10.6% 221.1 12.7% 2,804.7 64.8 3.7% 208.5 469.1 554.4
OFF-LINE DEBIT PROGRAMS
United States 34.5 10.7% 22.8 11.6% 539.1 11.8 9.1% 121.5 51.1 55.4
Worldwide 63.1 3.3% 36.0 5.5% 781.8 27.1 0.4% 266.3 73.7 83.9
FOR THE 6 MONTHS ENDED JUNE 30, 2004
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PURCHASE PURCHASE CASH CASH
ALL PROGRAMS EXCEPT GDV GROWTH VOLUME GROWTH TRANSACTIONS VOLUME GROWTH TRANSACTIONS ACCOUNTS CARDS
ON-LINE DEBIT PROGRAMS (BILLIONS) (LOCAL) (BILLIONS) (LOCAL) (MILLIONS) (BILLIONS) (LOCAL) (MILLIONS) (MILLIONS)(MILLIONS)
---------------------- ---------- ------- ---------- ------- ------------- ---------- ------- ----------- --------------------
South Asia / Middle
East Africa $ 7.1 27.3% $ 4.9 27.2% 87.4 $ 2.1 27.4% 18.5 9.2 11.0
Asia / Pacific 110.4 -0.3% 73.2 13.1% 775.2 37.2 -19.2% 110.8 113.7 125.1
Europe 182.7 13.0% 139.4 13.6% 1,868.0 43.2 11.3% 358.6 93.3 105.8
Latin America 30.7 30.8% 13.5 25.3% 385.9 17.2 35.6% 150.2 40.7 51.0
Canada 22.8 13.1% 19.0 13.9% 282.1 3.9 9.5% 9.1 21.8 28.0
United States 327.1 7.6% 250.3 10.6% 3,498.6 76.8 -1.2% 265.5 264.1 317.5
Worldwide 680.8 8.8% 500.4 12.4% 6,897.1 180.4 -0.1% 912.6 542.8 638.3
CREDIT PROGRAMS
United States 260.9 7.2% 206.3 10.0% 2,457.2 54.6 -2.5% 36.2 213.0 262.0
Worldwide 558.9 10.3% 430.6 13.5% 5,387.6 128.3 0.7% 403.4 469.1 554.4
OFF-LINE DEBIT PROGRAMS
United States 66.2 9.2% 43.9 13.2% 1,041.4 22.2 2.1% 229.4 51.1 55.4
Worldwide 121.9 2.5% 69.8 6.0% 1,509.5 52.1 -1.8% 509.3 73.7 83.9
FOR THE YEAR ENDED DECEMBER 31, 2003
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PURCHASE PURCHASE PURCHASE CASH CASH
ALL PROGRAMS EXCEPT GDV GROWTH VOLUME GROWTH TRANSACTIONS VOLUME GROWTH TRANSACTIONS ACCOUNTS CARDS
ON-LINE DEBIT PROGRAMS (BILLIONS) (LOCAL) (BILLIONS) (LOCAL) (MILLIONS) (BILLIONS) (LOCAL) (MILLIONS) (MILLIONS) (MILLIONS)
---------------------- ---------- ------- ------------------ ----------- ---------- ------- ----------- ---------- ---------
South Asia / Middle
East Africa $ 11.3 18.1% $ 8.0 17.9% 158.3 $ 3.4 18.6% 31.8 8.4 9.8
Asia / Pacific 213.0 -9.0% 128.9 1.2% 1,441.0 84.2 -21.2% 197.1 110.5 122.2
Europe 315.9 13.4% 240.0 14.3% 3,526.6 75.9 10.7% 707.4 89.4 100.0
Latin America 53.0 31.3% 24.0 20.3% 689.5 29.0 42.0% 269.8 38.0 47.7
Canada 41.7 14.7% 34.7 14.9% 539.9 7.0 13.7% 17.8 20.2 26.6
United States 636.6 5.7% 481.1 8.9% 6,840.2 155.5 -2.9% 557.6 263.9 319.9
Worldwide 1,271.6 5.9% 916.6 9.6% 13,195.6 355.0 -2.7% 1,781.6 530.3 626.2
CREDIT PROGRAMS
United States 514.5 5.9% 399.6 7.3% 4,889.9 114.9 1.3% 82.1 215.8 266.7
Worldwide 1,034.9 5.1% 783.1 9.0% 10,253.8 251.8 -5.2% 688.9 458.4 543.3
OFF-LINE DEBIT PROGRAMS
United States 122.2 5.1% 81.5 17.2% 1,950.3 40.6 -13.1% 475.5 48.1 53.2
Worldwide 236.7 9.2% 133.4 13.7% 2,941.8 103.2 3.8% 1,092.7 72.0 82.9
FOR THE YEAR ENDED DECEMBER 31, 2002
-----------------------------------------------------------------------------------------------------------
PURCHASE PURCHASE CASH CASH
ALL PROGRAMS EXCEPT GDV GROWTH VOLUME GROWTH TRANSACTIONS VOLUME GROWTH TRANSACTIONS ACCOUNTS CARDS
ON-LINE DEBIT PROGRAMS (BILLIONS) (LOCAL) (BILLIONS) (LOCAL) (MILLIONS) (BILLIONS) (LOCAL) (MILLIONS) (MILLIONS) (MILLIONS)
---------------------- ---------- ------- ---------- ------- ------------ ---------- ------- ----------- ---------- ----------
South Asia / Middle
East Africa $ 7.9 22.9% $ 5.6 23.4% 141.2 $ 2.4 21.7% 26.1 6.7 7.7
Asia / Pacific 223.2 10.6% 121.3 6.9% 1,304.9 101.9 15.4% 213.0 100.9 112.1
Europe 241.9 14.7% 183.3 14.6% 3,104.7 58.6 15.0% 669.3 77.2 86.8
Latin America 44.3 67.8% 21.6 16.9% 598.9 22.7 186.6% 219.6 35.2 44.4
Canada 32.3 18.0% 26.8 18.2% 473.4 5.5 16.9% 16.8 18.5 24.3
United States 602.2 16.2% 442.0 15.4% 6,245.0 160.2 18.3% 638.0 251.5 315.8
Worldwide 1,151.8 16.2% 800.6 14.0% 11,868.1 351.3 21.4% 1,782.8 490.0 591.2
CREDIT PROGRAMS
United States 485.9 15.3% 372.4 14.7% 4,569.7 113.5 17.5% 93.7 210.0 267.5
Worldwide 945.7 14.1% 690.4 13.3% 9,269.7 255.2 16.3% 671.5 425.7 515.0
OFF-LINE DEBIT PROGRAMS
United States 116.3 19.8% 69.5 19.4% 1,675.3 46.7 20.3% 544.3 41.5 48.3
Worldwide 206.1 26.8% 110.1 18.6% 2,598.4 96.0 37.8% 1,111.4 64.3 76.2
Maestro(R) and Cirrus(R) on-line debit transactions, Mondex(R)
transactions and other branded transactions are not included in the preceding
tables.
For purposes of the tables: GDV represents purchase volume plus cash
volume and includes the impact of balance transfers and convenience checks;
purchase volume means the aggregate dollar amount of purchases made with
MasterCard-branded cards for the relevant period; and cash volume means the
aggregate dollar amount of cash disbursements obtained with MasterCard-branded
cards for the relevant period. The number of cards includes virtual cards, which
are MasterCard-branded payment accounts in connection with which functional
cards are not generally issued.
The MasterCard payment product is comprised of both credit programs and
off-line debit programs, and certain data relating to each type of program is
included in the tables. Credit programs include MasterCard-branded credit and
charge programs. Off-line debit programs include MasterCard-branded debit
programs where the primary means of cardholder validation at the point of sale
is for cardholders to sign a sales receipt.
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. However,
MasterCard reports period-over-period rates of change in GDV, purchase volume
and cash volume solely on the basis of local currency information, in order to
eliminate the impact of changes in the value of foreign currencies against the
U.S. dollar in calculating such rates of change. Accordingly, the
period-over-period rates of change set forth
in the tables cannot be extrapolated directly by reference to dollar volume
information presented by MasterCard for the current and historical periods.
The data set forth in the GDV, purchase volume, purchase transactions,
cash volume and cash transactions columns is derived from information provided
by MasterCard members that is subject to logical and statistical verification by
MasterCard and partial cross-checking against information provided by
MasterCard's transaction processing systems. The data set forth in the accounts
and cards columns is derived from information provided by MasterCard members and
is subject to certain limited logical and statistical verification by
MasterCard. All data is subject to revision and amendment by MasterCard's
members subsequent to the date of its release.
A portion of the data set forth in the accounts and cards columns reflects
the impact of routine portfolio changes among members and other practices that
may lead to over counting of the underlying data in certain circumstances.
Period-over-period rates of change in GDV, purchase volume and cash
volume for worldwide off-line debit and credit programs have been impacted by
portfolio changes that resulted in the reclassification of certain volumes
previously reported as off-line debit program volumes into credit program
volumes. Accordingly, the rates of change in GDV, purchase volume and cash
volume for worldwide off-line debit and credit programs may be adjusted in the
future.
The tables include information with respect to MasterCard-branded
transactions that are not processed by MasterCard and transactions for which
MasterCard does not earn revenues.
Certain information in the preceding tables has been the subject of prior
public release by MasterCard. The information in the preceding tables for the
years ended December 31, 2003 and 2002 has been restated to conform to the
presentation of information in the tables for the three and six months ended
June 30, 2004 and to reflect revisions to certain historical statistical
information provided by MasterCard's members subsequent to the previous release
of this information by MasterCard.
Attached also as Exhibit 99.1 is a press release issued by MasterCard
International Incorporated, dated August 2, 2004, which further discusses the
results of MasterCard's payment programs for the three and six months ended June
30, 2004.
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: August 2, 2004 By: /s/ Noah J. Hanft
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Noah J. Hanft
General Counsel and Secretary