-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JGBe2npaIZBpMX8SxVqVEzC9cUO6Lw9QayyaPyhrlIgafU2v8AWRFaWjnYK1Bi1A 3uWAXFrSfNeBrXyueuh2ZA== 0000950123-04-012799.txt : 20041101 0000950123-04-012799.hdr.sgml : 20041101 20041101173026 ACCESSION NUMBER: 0000950123-04-012799 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041101 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041101 DATE AS OF CHANGE: 20041101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MASTERCARD INC CENTRAL INDEX KEY: 0001141391 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 134172551 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50250 FILM NUMBER: 041111040 BUSINESS ADDRESS: STREET 1: 2000 PURCHASE STREET CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9142492000 MAIL ADDRESS: STREET 1: 2000 PURCHASE STREET CITY: PURCHASE STATE: NY ZIP: 10577 8-K 1 y68076e8vk.txt FORM 8-K ================================================================================ 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): 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 ------------------------------------------------------------------------------------------------------------------ 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) ------------------------------------------------------------------------------------------------------------------ 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 -------------------------------------------------------------------------------------------------------------------- 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) -------------------------------------------------------------------------------------------------------------------- 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 ------------------------------------------------------------------------------------------------------------------- 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) ------------------------------------------------------------------------------------------------------------------- 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 -------------------------------------------------------------------------------------------------------------------- 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) -------------------------------------------------------------------------------------------------------------------- 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 ------------------ ALL PROGRAMS ACCEPTANCE EXCEPT ON-LINE LOCATIONS DEBIT PROGRAMS (MILLIONS) ------------------ 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 ------------------------------------- Noah J. Hanft General Counsel and Secretary EX-99.1 2 y68076exv99w1.txt PRESS RELEASE Exhibit 99.1 (MASTERCARD INTERNATIONAL LOGO) (PRESS RELEASE GRAPHIC) Contacts: Sharon Gamsin, 1-914-249-5622, sgamsin@mastercard.com Jessica Antle, 1-914-249-5632, jessica_antle@mastercard.com MASTERCARD INTERNATIONAL REPORTS DOUBLE DIGIT GDV GROWTH IN THIRD QUARTER OF 2004 WORLDWIDE PURCHASE VOLUME UP 11.1% FOR BOTH CREDIT AND OFFLINE DEBIT PURCHASE, NY, NOVEMBER 1, 2004 - MasterCard International today announced continued strength in both credit and offline debit, demonstrating double-digit growth globally, despite uncertain economic conditions created by rising oil prices. Cardholders worldwide used MasterCard-branded cards (excluding Maestro(R) and Cirrus(R)) for 4.3 billion transactions, generating GDV of $365.9 billion in the third quarter of 2004, an increase of 10.0% over the same period in 2003. Total purchases on MasterCard credit and offline debit cards increased 11.1% for the three months ending September 30, 2004, as the number of MasterCard cards issued worldwide rose to 656.0 million. "The third quarter of this year provides further evidence of the continued success of MasterCard and our customers," said Robert W. Selander, MasterCard President and CEO. "Even as macroeconomic factors such as higher fuel prices and sporadic job growth have dampened consumer spending, we continue to see strong purchase activity across our global network. This quarter we saw double-digit purchase volume growth in most areas of the world, reflective of the global power of our brand, the strength of our business partnerships, and the continued migration away from cash and check towards our wide range of payment solutions." Performance highlights for the third quarter of 2004 include: - For the nine months ended September 30, MasterCard GDV totaled $1.0 trillion, up 9.5% over the same period a year ago. GDV includes both purchase and cash volume; - MasterCard's nearly 25,000 customer financial institutions around the world issued 656.0 million MasterCard-branded cards, an 8.0% increase over third quarter 2003; - The value of purchases on MasterCard-branded cards, a significant measure of success, continued to show strong growth worldwide. Globally, purchase volume rose 11.1% to $266.8 billion for the third quarter of 2004 compared to the same period in 2003. In the nine months ended September 30, purchase volume rose 12.2%. - more - MasterCard International - Page 2 MasterCard International Reports Double Digit GDV Growth in Third Quarter of 2004 November 1, 2004 - Currently, cardholders can use their MasterCard cards at 24 million acceptance locations around the world, including over 1 million ATMs and other locations where cash can be obtained. MasterCard's performance in the third quarter was fueled by growth in both credit and offline debit programs. GDV for credit and charge programs worldwide grew 8.4% to $298.5 billion, and GDV for offline debit programs rose 17.7% to $67.4 billion over the same period in 2003 (see Note to Editors). Gross transactions for credit and offline debit programs increased by 11.3% in 2004 compared with the third quarter of 2003. The performance breakdown by region is as follows:
FOR THE 3 MONTHS ENDED SEPTEMBER 30, 2004 ------------------------------------------------------------------------------------------------------------------ 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) ------------------------------------------------------------------------------------------------------------------ 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 3 MONTHS ENDED SEPTEMBER 30, 2004 ------------------ ALL PROGRAMS ACCEPTANCE EXCEPT ON-LINE LOCATIONS DEBIT PROGRAMS (MILLIONS) ------------------ 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
FOR THE 9 MONTHS ENDED SEPTEMBER 30, 2004 ------------------------------------------------------------------------------------------------------------------ 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) ------------------------------------------------------------------------------------------------------------------ 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 9 MONTHS ENDED SEPTEMBER 30, 2004 ------------------ ALL PROGRAMS ACCEPTANCE EXCEPT ON-LINE LOCATIONS DEBIT PROGRAMS (MILLIONS) ------------------ 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
- more - MasterCard International - Page 3 MasterCard International Reports Double Digit GDV Growth in Third Quarter of 2004 November 1, 2004 SIGNIFICANT MILESTONES ACHIEVED MasterCard also achieved a wide range of significant business milestones in the third quarter: - Bank of the West, which currently serves 450,000 debit card customers and operates 296 branches in California, Oregon, New Mexico, Nevada, Washington State and Idaho, is moving its debit card program, along with the recently- acquired portfolios of Union Safe Deposit Bank and Community First Bankshares, to MasterCard. - McDonald's(R) will accept MasterCard PayPass(TM), a new "contactless" payment option utilizing radio frequency technology, at select McDonald's restaurants in the U.S. Participating McDonald's restaurants in Dallas and the New York metropolitan area will implement MasterCard PayPass later this year, with additional locations to be added in 2005. The technology will allow cardholders to make purchases at participating McDonald's restaurants without swiping their card through a traditional card-reader. - MasterCard implemented a range of new initiatives aimed at providing merchants with new tools that will help them maximize the benefits and value of accepting MasterCard payment cards. This included the launch of MasterCardmerchant.com, a website for the merchant community that provides information about MasterCard acceptance programs and insight into how to most effectively leverage card acceptance. MasterCard also published a new manual to provide merchants with MasterCard rules and procedures, which can be downloaded free of charge from the MasterCard merchant website. - MasterCard launched new print advertising executions as part of the brand's successful "Priceless" advertising campaign. For the first time, MasterCard advertising features national merchants as part of the brand's "Priceless" positioning and offers a dynamic new style and layout. The ads focus on several high-profile national merchants, including Banana Republic, The Gap, Kmart, Pier 1, Travelocity, RadioShack, Shell and Williams-Sonoma. - MasterCard will jointly launch Industrial Bank's first MasterCard dual-currency international credit card through China UnionPay. The card, called Industrial Card, marks an important milestone for Industrial Bank in its drive to enter the international market. Industrial Bank has 260 branches in almost all major domestic cities across China. - more - MasterCard International - Page 4 MasterCard International Reports Double Digit GDV Growth in Third Quarter of 2004 November 1, 2004 NOTE TO EDITORS Online debit activity, which includes MasterCard's online debit program, Maestro, and MasterCard's ATM-only brand, Cirrus, will be available at a later date. The data in this press release is provided by the member financial institutions of MasterCard International Incorporated and its affiliates ("MasterCard") and is subject to revision and amendment by such members subsequent to the date of its release. A portion of the data relating to accounts and cards 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. Information with respect to gross dollar volumes ("GDV") includes the impact of balance transfers and convenience checks. The number of cards includes virtual cards, which are MasterCard-branded payment accounts in connection with which functional cards are not generally issued. 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. Period-over-period rates of change in volume-based information are provided on a local-currency basis. Accordingly, the period-over-period rates of change in this press release cannot be extrapolated directly by reference to the U.S. dollar volume information presented for the current and historical periods. MasterCard-branded data regarding GDV, purchase volume, purchase transactions, cash volume and cash transactions 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. MasterCard-branded data concerning accounts, cards and acceptance locations is derived from information provided by MasterCard members that 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. 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 certain transactions not processed by MasterCard. The data in this press release includes information with respect to MasterCard-branded transactions that are not processed by MasterCard and transactions for which MasterCard does not earn revenues. Accordingly, the data in this press release cannot be taken as an indication of the financial performance of MasterCard International or its parent company, MasterCard Incorporated. - more - MasterCard International - Page 5 MasterCard International Reports Double Digit GDV Growth in Third Quarter of 2004 November 1, 2004 ABOUT MASTERCARD INTERNATIONAL MasterCard International is a leading global payments solutions company that provides a broad variety of innovative services in support of our global members' credit, deposit access, electronic cash, business-to-business and related payment programs. MasterCard International manages a family of well-known, widely accepted payment cards brands including MasterCard(R), Maestro(R) and Cirrus(R) and serves financial institutions, consumers and businesses in over 210 countries and territories. The MasterCard award-winning Priceless(R) advertising campaign is now seen in 96 countries and in 47 languages, giving the MasterCard brand a truly global reach and scope. For more information go to www.mastercardinternational.com. ### -----END PRIVACY-ENHANCED MESSAGE-----