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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): November 1, 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)
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))
ITEM 7.01. REGULATION FD DISCLOSURE.
Set forth below are tables that provide information regarding the
performance results for the three and nine months ended September 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 nine months ended
September 30, 2004.
The tables set forth the gross dollar volume ("GDV"), purchase volume,
cash volume and the number of purchase transactions, cash transactions,
accounts, cards and acceptance locations 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 SEPTEMBER 30, 2004
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ALL PROGRAMS GDV GROWTH PURCHASE GROWTH PURCHASE CASH GROWTH CASH ACCOUNTS CARDS
EXCEPT ON-LINE VOLUME TRANSACTIONS VOLUME TRANSACTIONS
DEBIT PROGRAMS (BILLIONS) (LOCAL) (BILLIONS) (LOCAL) (MILLIONS) (BILLIONS) (LOCAL) (MILLIONS) (MILLIONS) (MILLIONS)
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South Asia /
Middle East
Africa $4.1 25.5% $2.9 26.2% 46.4 $1.2 23.7% 10.4 9.8 11.7
Asia / Pacific 55.0 2.3% 36.6 11.4% 413.4 18.4 -11.9% 63.0 118.8 128.4
Europe 101.0 14.9% 76.0 14.7% 1,046.3 25.0 15.3% 189.5 97.0 108.7
Latin America 16.9 32.5% 7.6 27.5% 211.5 9.3 36.8% 80.7 42.8 53.5
Canada 12.9 12.7% 10.8 13.7% 157.3 2.1 7.9% 4.7 22.4 27.9
United States 176.0 7.7% 132.9 7.7% 1,879.6 43.1 7.4% 151.7 270.9 325.8
Worldwide 365.9 10.0% 266.8 11.1% 3,754.5 99.1 7.2% 500.2 561.7 656.0
CREDIT PROGRAMS
United States 139.0 4.4% 109.7 6.9% 1,321.9 29.3 -4.1% 19.5 218.0 267.5
Worldwide 298.5 8.4% 229.5 11.2% 2,933.3 69.0 0.1% 221.0 481.8 568.1
OFF-LINE DEBIT
PROGRAMS
United States 37.0 22.1% 23.2 11.8% 557.7 13.8 44.2% 132.2 52.9 58.3
Worldwide 67.4 17.7% 37.3 10.5% 821.2 30.1 28.1% 279.2 79.8 87.9
FOR THE 9 MONTHS ENDED SEPTEMBER 30, 2004
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ALL PROGRAMS GDV GROWTH PURCHASE GROWTH PURCHASE CASH GROWTH CASH ACCOUNTS CARDS
EXCEPT ON-LINE VOLUME TRANSACTIONS VOLUME TRANSACTIONS
DEBIT PROGRAMS (BILLIONS) (LOCAL) (BILLIONS) (LOCAL) (MILLIONS) (BILLIONS) (LOCAL) (MILLIONS) (MILLIONS) (MILLIONS)
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South Asia /
Middle East
Africa $11.2 26.5% $7.8 26.8% 133.7 $3.3 25.8% 29.0 9.8 11.7
Asia / Pacific 165.4 0.5% 109.8 12.6% 1,187.7 55.6 -17.0% 174.1 118.8 128.4
Europe 285.4 14.6% 217.0 15.1% 2,937.3 68.4 13.1% 546.8 97.0 108.7
Latin America 47.6 31.4% 21.1 26.0% 597.3 26.5 36.0% 230.9 42.8 53.5
Canada 35.7 13.0% 29.8 13.8% 439.4 5.9 8.9% 13.8 22.4 27.9
United States 503.2 7.6% 383.2 9.6% 5,378.3 120.0 1.8% 418.0 270.9 325.8
Worldwide 1048.5 9.5% 768.8 12.2% 10,673.8 279.8 2.5% 1,412.6 561.7 656.0
CREDIT PROGRAMS
United States 399.9 6.2% 316.0 8.9% 3,779.0 83.9 -3.0% 55.7 218.0 267.5
Worldwide 858.6 9.2% 661.1 12.6% 8,330.0 197.4 -0.9% 624.1 481.8 568.1
OFF-LINE DEBIT
PROGRAMS
United States 103.3 13.6% 67.2 12.8% 1,599.4 36.1 15.2% 362.3 52.9 58.3
Worldwide 190.0 10.7% 107.6 9.9% 2,343.7 82.4 11.8% 788.5 79.8 87.9
FOR THE YEAR ENDED DECEMBER 31, 2003
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ALL PROGRAMS GDV GROWTH PURCHASE GROWTH PURCHASE CASH GROWTH CASH ACCOUNTS CARDS
EXCEPT ON-LINE VOLUME TRANSACTIONS VOLUME TRANSACTIONS
DEBIT PROGRAMS (BILLIONS) (LOCAL) (BILLIONS) (LOCAL) (MILLIONS) (BILLIONS) (LOCAL) (MILLIONS) (MILLIONS) (MILLIONS)
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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 315.4 13.3% 239.5 14.1% 3,521.4 75.9 10.7% 706.2 89.5 100.1
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 8.8% 6,839.2 155.6 -2.9% 557.9 263.3 319.8
Worldwide 1,271.1 5.8% 916.0 9.6% 13,189.3 355.0 -2.7% 1,780.7 529.9 626.3
CREDIT PROGRAMS
United States 514.5 5.9% 399.6 7.3% 4,889.8 114.9 1.3% 82.1 215.3 266.7
Worldwide 1043.9 5.4% 785.9 9.0% 10,300.9 258.0 -4.3% 740.8 460.9 546.5
OFF-LINE DEBIT
PROGRAMS
United States 122.2 5.1% 81.5 17.2% 1,949.4 40.7 -13.0% 475.9 48.0 53.1
Worldwide 227.1 7.8% 130.2 12.8% 2,888.4 97.0 1.8% 1,039.9 68.9 79.8
FOR THE YEAR ENDED DECEMBER 31, 2002
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ALL PROGRAMS GDV GROWTH PURCHASE GROWTH PURCHASE CASH GROWTH CASH ACCOUNTS CARDS
EXCEPT ON-LINE VOLUME TRANSACTIONS VOLUME TRANSACTIONS
DEBIT PROGRAMS (BILLIONS) (LOCAL) (BILLIONS) (LOCAL) (MILLIONS) (BILLIONS) (LOCAL) (MILLIONS) (MILLIONS) (MILLIONS)
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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 77.4 87.1
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% 1,782.8 490.2 591.4
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 950.8 14.7% 692.1 13.6% 9,302.0 258.7 17.8% 706.5 428.2 517.4
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 201.0 23.7% 108.4 16.8% 2,566.1 92.5 32.8% 1,076.3 62.0 73.9
AT
SEPTEMBER 30, 2004
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ALL PROGRAMS ACCEPTANCE
EXCEPT ON-LINE LOCATIONS
DEBIT PROGRAMS (MILLIONS)
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South Asia /
Middle East
Africa .5
Asia / Pacific 8.5
Europe 7.0
Latin America 1.8
Canada .6
United States 5.6
Worldwide 24.0
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. Acceptance locations include merchant locations,
ATMs and other locations where cash may be obtained.
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, cards and
acceptance locations columns is derived from information provided by MasterCard
members and is subject to certain limited logical and statistical verification
by MasterCard. Certain information with respect to acceptance locations is
provided by third parties and has not been independently verified 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.
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. Cash volume growth for offline debit programs
in the U.S. region has increased significantly as a result of stricter
enforcement of reporting requirements for such data.
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 nine months ended
September 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 November 1, 2004, which further discusses the
results of MasterCard's payment programs for the three and nine months ended
September 30, 2004.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit 99.1 Press Release of MasterCard International Incorporated,
dated November 1, 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: November 1, 2004 By /s/ Noah J. Hanft
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Noah J. Hanft
General Counsel and Secretary