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): May 7, 2003 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 9. REGULATION FD DISCLOSURE. Set forth below are tables that provide information regarding the performance results for the three months ended March 31, 2003 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, 2002 and 2001, in each case restated to present the information on the same basis as the information in the tables for the three months ended March 31, 2003. 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 cards. Growth rates over prior periods are provided for volume-based data. FOR THE 3 MONTHS ENDED MARCH 31, 2003 ------------------------------------- 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 $ 2.3 16.3% $ 1.6 19.0% 36.6 $ .7 10.5% 6.9 7.0 8.1 Asia / Pacific 54.2 -6.8% 31.0 -1.4% 337.2 23.2 -13.2% 47.6 103.7 114.3 Europe 66.0 10.6% 50.6 13.0% 792.8 15.4 3.5% 157.3 78.5 88.2 Latin America 8.1 29.4% 5.0 21.6% 154.3 3.2 43.8% 34.4 35.2 44.5 Canada 8.3 17.0% 6.9 20.2% 114.8 1.4 3.4% 4.1 19.1 25.0 United States 146.7 10.3% 108.9 13.6% 1,533.4 37.8 1.7% 149.9 252.0 315.2 Worldwide 285.7 7.3% 204.0 11.3% 2,969.3 81.7 -1.5% 400.1 495.6 595.4 CREDIT PROGRAMS United States 117.2 10.4% 90.4 12.3% 1,090.2 26.8 4.3% 20.7 208.4 264.7 Worldwide 235.0 6.6% 174.5 10.6% 2,292.5 60.5 -3.3% 156.0 429.0 516.8 OFF-LINE DEBIT PROGRAMS United States 29.4 10.1% 18.4 20.6% 443.2 11.0 -4.0% 129.2 43.7 50.5 Worldwide 50.7 10.6% 29.5 15.9% 676.8 21.2 3.9% 244.1 66.5 78.6 FOR THE YEAR ENDED DECEMBER 31, 2001 ------------------------------------ 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 $ 7.3 20.7% $ 5.1 21.2% 125.0 $ 2.2 19.4% 22.7 5.6 6.4 Asia / Pacific 198.9 18.1% 112.5 8.6% 1,106.6 86.5 33.2% 194.8 92.5 101.4 Europe 201.7 10.7% 153.6 9.6% 2,716.6 48.2 14.5% 604.9 69.8 78.1 Latin America 31.9 26.3% 23.3 14.2% 537.6 8.5 78.0% 96.9 33.2 39.9 Canada 27.7 15.3% 22.9 14.8% 406.1 4.7 17.9% 16.0 15.3 20.4 United States 518.4 20.0% 382.9 16.8% 5,385.7 135.5 30.1% 518.1 220.6 275.5 Worldwide 985.9 17.6% 700.3 13.6% 10,277.5 285.6 28.8% 1,453.3 437.0 521.6 CREDIT PROGRAMS United States 421.3 16.9% 324.7 15.4% 4,002.1 96.6 22.4% 92.6 184.6 232.4 Worldwide 826.4 15.8% 609.3 12.7% 8,102.2 217.1 25.4% 615.6 379.6 454.0 OFF-LINE DEBIT PROGRAMS United States 97.1 35.2% 58.2 25.0% 1,383.6 38.9 54.2% 425.4 36.0 43.1 Worldwide 159.5 28.3% 91.0 20.4% 2,175.3 68.5 40.8% 837.7 57.3 67.6 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 $ 8.0 23.0% $ 5.6 23.5% 141.2 $ 2.4 21.8% 26.1 6.7 7.8 Asia / Pacific 223.2 10.6% 121.3 6.9% 1,305.1 101.9 15.5% 213.0 102.0 112.7 Europe 241.4 14.5% 183.3 14.6% 3,112.6 58.1 14.1% 669.7 77.2 86.9 Latin America 33.4 26.3% 21.7 17.0% 600.3 11.7 48.0% 123.8 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% 443.6 15.8% 6,245.7 158.5 17.0% 637.4 251.5 315.9 Worldwide 1140.3 15.0% 802.2 14.3% 11,878.3 338.2 16.9% 1,686.8 491.1 591.9 CREDIT PROGRAMS United States 485.9 15.3% 374.1 15.2% 4,570.3 111.8 15.7% 93.1 210.0 267.5 Worldwide 945.9 14.1% 692.2 13.6% 9,278.0 253.7 15.5% 674.3 426.9 515.8 OFF-LINE DEBIT PROGRAMS United States 116.3 19.8% 69.5 19.5% 1,675.3 46.7 20.3% 544.3 41.5 48.4 Worldwide 194.4 19.6% 109.9 18.4% 2,600.3 84.5 21.2% 1,012.5 64.2 76.2 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 tables is estimated. In addition, 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. 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, 2002 and 2001 has been restated to conform to the presentation of information in the tables for the three months ended March 31, 2003 and to reflect revisions to certain historical statistical information provided by MasterCard's members subsequent to the previous release of this information by MasterCard. These revisions do not have a material impact on MasterCard's reported financial results for the relevant periods. Maestro(R) and Cirrus(R) on-line debit transactions, Mondex(R) transactions and other branded transactions are not included in the preceding tables. Based on information provided by MasterCard members and other sources, we estimate that, at December 31, 2002 and 2001, the Maestro brand mark appeared on approximately 458 million and 413 million cards worldwide, respectively. The preceding figures reflect revisions to the number of cards bearing the Maestro brand mark previously reported by MasterCard in its SEC filings, in order to reclassify certain on-line debit cards that do not have point-of-sale debit functionality. 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: May 7, 2003 By /s/ NOAH J. HANFT ---------------------------------- Noah J. Hanft General Counsel and Secretary