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): May 1, 2013

MasterCard Incorporated

(Exact name of registrant as specified in its charter)

Delaware	001-32877	13-4172551
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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 2.02 Results of Operations and Financial Condition

On May 1, 2013, MasterCard Incorporated (“MasterCard”) issued a press release announcing financial results for its first quarter ended March 31, 2013.

A copy of the press release is attached hereto as Exhibit 99.1. All information in the press release is furnished but not filed.

Non-GAAP Financial Information

In the attached press release, MasterCard presents growth rates adjusted for currency, which is a non-GAAP financial measure. Due to the impact of foreign currency rate fluctuations on reported results, MasterCard’s management believes the presentation of certain growth rates adjusted for currency, calculated by remeasuring the prior period’s results using the current period’s exchange rates, provides relevant information. MasterCard’s management uses this non-GAAP financial measure to, among other things, evaluate its ongoing operations in relation to historical results, for internal planning and forecasting purposes and in the calculation of performance-based compensation.

Item 7.01 Regulation FD Disclosure

On May 1, 2013, MasterCard will host a conference call to discuss its first quarter ended March 31, 2013 financial results. A copy of the presentation to be used during the conference call is attached hereto as Exhibit 99.2. All information in the presentation is furnished but not filed.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Exhibit Description
99.1	Press Release issued by MasterCard Incorporated, dated May 1, 2013.
99.2	Presentation of MasterCard Incorporated, dated May 1, 2013.

2

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 1, 2013	By	/s/ Bart S. Goldstein
		Bart S. Goldstein Corporate Secretary and Senior Associate General Counsel

3

EXHIBIT INDEX

Exhibit Number	Exhibit Description
99.1	Press Release issued by MasterCard Incorporated, dated May 1, 2013.
99.2	Presentation of MasterCard Incorporated, dated May 1, 2013.

4

EX-99.1

Exhibit 99.1

MasterCard Incorporated Reports

First-Quarter 2013 Financial Results

• First-quarter net income of $766 million, or $6.23 per diluted share

• First-quarter net revenue increase of 8%, to $1.9 billion

• First-quarter gross dollar volume up 12% and purchase volume up 10%

Purchase, NY, May 1, 2013 – MasterCard Incorporated (NYSE: MA) today announced financial results for the first quarter of 2013. The company reported net income of $766 million, up 12%, and earnings per diluted share of $6.23, up 16%, in each case versus the year-ago period.

Net revenue for the first quarter of 2013 was $1.9 billion, an 8% increase versus the same period in 2012. Adjusted for currency, net revenue increased 9%. Net revenue growth was driven by the impact of the following:

• A 12% increase in gross dollar volume, on a local currency basis, to $947 billion;

• An increase in cross-border volumes of 16%; and

• An increase in processed transactions of 12%, to 8.7 billion.

These factors were partially offset by an increase in rebates and incentives, primarily due to increased volumes and new and renewed agreements.

Worldwide purchase volume during the quarter was up 10% on a local currency basis versus the first quarter of 2012, to $690 billion. As of March 31, 2013, the company’s customers had issued 1.9 billion MasterCard and Maestro-branded cards.

“We are pleased with our first-quarter results as we delivered solid performance that met our expectations despite the mixed global economic environment,” said Ajay Banga, MasterCard president and CEO. “Since the start of the year, we have had steady momentum in new business, as well as product innovations. We signed new consumer credit agreements with Bank of America and TD Bank and secured significant wins in our APMEA region with Qantas, South Africa’s NedBank, and Japan’s Rakuten. We also signed an alliance with the Alibaba Group to explore opportunities in the Chinese market. In addition, we advanced our mobile and digital strategy with the commercial launch of MasterPass.”

Total operating expenses increased 6%, to $799 million, during the first quarter of 2013 compared to the same period in 2012. The increase was primarily driven by higher personnel expenses.

Operating income for the first quarter of 2013 increased 11% over the year-ago period and the company delivered an operating margin of 58.1%.

-more-

MasterCard Incorporated – Page 2

MasterCard’s effective tax rate was 30.5% in the first quarter of 2013, versus a rate of 31.8% in the comparable period in 2012. The decrease was primarily due to a more favorable geographic mix of earnings and a benefit from a deduction related to the company’s authorization software.

During the first quarter of 2013, MasterCard repurchased approximately 1,480,000 shares of Class A common stock at a cost of approximately $766 million. Quarter-to-date through April 25, the company repurchased an additional 341,500 shares at a cost of approximately $182 million, with $1.7 billion remaining under the current repurchase program authorization.

First-Quarter Financial Results Conference Call Details

At 9:00 a.m. ET today, the company will host a conference call to discuss its first-quarter financial results. The dial-in information for this call is 888-771-4371 (within the U.S.) and 847-585-4405 (outside the U.S.), and the passcode is 34404423. A replay of the call will be available for one week and can be accessed by dialing 888-843-7419 (within the U.S.) and 630-652-3042 (outside the U.S.), and using passcode 34404423.

The live call and the replay, along with supporting materials, can also be accessed through the Investor Relations section of the company’s website at mastercard.com.

Non-GAAP Financial Information

The presentation of growth rates adjusted for currency represent a non-GAAP measure and are calculated by remeasuring the prior period’s results using the current period’s exchange rates.

About MasterCard Incorporated

MasterCard (NYSE: MA), www.mastercard.com, is a technology company in the global payments industry. We operate the world’s fastest payments processing network, connecting consumers, financial institutions, merchants, governments and businesses in more than 210 countries and territories. MasterCard’s products and solutions make everyday commerce activities – such as shopping, traveling, running a business and managing finances – easier, more secure and more efficient for everyone. Follow us on Twitter @MasterCardNews, join the discussion on the Cashless Conversations Blog and subscribe for the latest news.

Forward-Looking Statements

Statements in this press release which are not historical facts, including statements about MasterCard’s plans, strategies, beliefs and expectations, are forward-looking and subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements speak only as of the date they are made. Accordingly, except for the company’s ongoing obligations under

MasterCard Incorporated – Page 3

the U.S. federal securities laws, the company does not intend to update or otherwise revise the forward-looking information to reflect actual results of operations, changes in financial condition, changes in estimates, expectations or assumptions, changes in general economic or industry conditions or other circumstances arising and/or existing since the preparation of this press release or to reflect the occurrence of any unanticipated events. Such forward-looking statements include, without limitation, statements related to the Company’s business prospects, including the ability to advance its mobile and digital payments strategy through the commercial launch of MasterPass.

Actual results may differ materially from such forward-looking statements for a number of reasons, including those set forth in the company’s filings with the Securities and Exchange Commission (SEC), including the company’s Annual Report on Form 10-K for the year ended December 31, 2012, the company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that have been filed with the SEC during 2013, as well as reasons including difficulties, delays or the inability of the company to achieve its strategic initiatives set forth above. Factors other than those listed above could also cause the company’s results to differ materially from expected results.

###

Contacts:

Investor Relations: Barbara Gasper, investor_relations@mastercard.com, 914-249-4565

Media Relations: Jim Issokson, james_issokson@mastercard.com, 914-249-6286

MasterCard Incorporated – Page 4

MASTERCARD INCORPORATED

CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

	Three Months Ended March 31,
	2013			2012
	(in millions, except per share data)
Net Revenue	$	1,906		$	1,758
Operating Expenses
General and administrative		608			579
Advertising and marketing		129			125
Depreciation and amortization		62			54
Total operating expenses		799			758
Operating income		1,107			1,000
Other Income (Expense)
Investment income		8			9
Interest expense		(5	)		(6	)
Other income (expense)		(8	)		(3	)
Total other income (expense)		(5	)		—
Income before income taxes		1,102			1,000
Income tax expense		336			318
Net Income	$	766		$	682
Basic Earnings per Share	$	6.25		$	5.38
Basic Weighted-Average Shares Outstanding		123			127
Diluted Earnings per Share	$	6.23		$	5.36
Diluted Weighted-Average Shares Outstanding		123			127

MasterCard Incorporated – Page 5

MASTERCARD INCORPORATED

CONSOLIDATED BALANCE SHEET

(UNAUDITED)

	March 31, 2013			December 31, 2012
	(in millions, except share data)
ASSETS
Cash and cash equivalents	$	1,984		$	2,052
Restricted cash for litigation settlement		724			726
Investment securities available-for-sale, at fair value		3,036			2,951
Accounts receivable		941			925
Settlement due from customers		670			1,117
Restricted security deposits held for customers		812			777
Prepaid expenses and other current assets		488			681
Deferred income taxes		128			128
Total Current Assets		8,783			9,357
Property, plant and equipment, net		468			472
Deferred income taxes		59			60
Goodwill		1,042			1,092
Other intangible assets, net		637			672
Other assets		820			809
Total Assets	$	11,809		$	12,462
LIABILITIES AND EQUITY
Accounts payable	$	262		$	357
Settlement due to customers		624			1,064
Restricted security deposits held for customers		812			777
Accrued litigation		724			726
Accrued expenses		1,703			1,748
Other current liabilities		289			234
Total Current Liabilities		4,414			4,906
Deferred income taxes		99			104
Other liabilities		540			523
Total Liabilities		5,053			5,533
Commitments and Contingencies
Stockholders’ Equity
Class A common stock, $0.0001 par value; authorized 3,000,000,000 shares, 133,837,376 and 133,604,903 shares issued and 117,171,534 and 118,405,075 outstanding, respectively		—			—
Class B common stock, $0.0001 par value; authorized 1,200,000,000 shares, 4,736,468 and 4,838,840 issued and outstanding, respectively		—			—
Additional paid-in-capital		3,648			3,641
Class A treasury stock, at cost, 16,665,842 and 15,199,828 shares, respectively		(4,902	)		(4,139	)
Retained earnings		8,047			7,354
Accumulated other comprehensive income (loss)		(50	)		61
Total Stockholders’ Equity		6,743			6,917
Non-controlling interests		13			12
Total Equity		6,756			6,929
Total Liabilities and Equity	$	11,809		$	12,462

MasterCard Incorporated – Page 6

MASTERCARD INCORPORATED

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

	Three Months Ended March 31,
	2013			2012
	(in millions)
Operating Activities
Net income	$	766		$	682
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		62			54
Share-based payments		(23	)		(53	)
Deferred income taxes		(5	)		(14	)
Other		16			8
Changes in operating assets and liabilities:
Accounts receivable		(25	)		7
Income taxes receivable		149			—
Settlement due from customers		433			(43	)
Prepaid expenses		(7	)		(53	)
Accounts payable		(93	)		(88	)
Settlement due to customers		(423	)		(88	)
Accrued expenses		(30	)		1
Net change in other assets and liabilities		52			14
Net cash provided by operating activities		872			427
Investing Activities
Purchases of investment securities available-for-sale		(934	)		(398	)
Purchases of property, plant and equipment		(20	)		(12	)
Capitalized software		(22	)		(39	)
Proceeds from sales of investment securities available-for-sale		576			43
Proceeds from maturities of investment securities available-for-sale		257			111
Proceeds from maturities of investment securities held-to-maturity		36			—
Investment in nonmarketable equity investments		(2	)		(7	)
Other investing activities		2			—
Net cash used in investing activities		(107	)		(302	)
Financing Activities
Purchases of treasury stock		(766	)		(248	)
Dividends paid		(37	)		(19	)
Tax benefit for share-based compensation		14			33
Cash proceeds from exercise of stock options		5			14
Other financing activities		1			—
Net cash used in financing activities		(783	)		(220	)
Effect of exchange rate changes on cash and cash equivalents		(50	)		45
Net decrease in cash and cash equivalents		(68	)		(50	)
Cash and cash equivalents - beginning of period		2,052			3,734
Cash and cash equivalents - end of period	$	1,984		$	3,684

MasterCard Incorporated – Page 7

MASTERCARD INCORPORATED OPERATING PERFORMANCE

	For the 3 Months ended March 31, 2013
	GDV (Bil.)		Growth (USD)			Growth (Local)			Purchase Volume (Bil.)		Growth (Local)			Purchase Trans. (Mil.)		Cash Volume (Bil.)		Growth (Local)			Cash Trans. (Mil.)		Accounts (Mil.)		Cards (Mil.)
All MasterCard Credit, Charge and Debit Programs
APMEA	$	269		20.2	%		22.2	%	$	178		19.1	%		1,827	$	91		28.7	%		720		358		388
Canada		30		3.9	%		4.6	%		27		5.1	%		308		3		-0.2	%		6		43		52
Europe		275		13.3	%		13.0	%		191		10.2	%		2,727		84		19.9	%		494		269		284
Latin America		80		10.5	%		14.7	%		48		17.7	%		1,015		32		10.6	%		181		115		134
Worldwide less United States		653		15.2	%		16.4	%		443		14.1	%		5,878		210		21.6	%		1,400		785		859
United States		294		3.7	%		3.7	%		246		4.6	%		4,363		48		-0.4	%		302		291		329
Worldwide		947		11.4	%		12.1	%		690		10.5	%		10,241		257		16.8	%		1,702		1,076		1,188
MasterCard Credit and Charge Programs
Worldwide less United States		400		10.9	%		12.5	%		351		12.8	%		4,095		49		10.5	%		202		481		544
United States		134		1.5	%		1.5	%		127		2.4	%		1,440		6		-13.7	%		6		143		178
Worldwide		534		8.4	%		9.6	%		479		9.8	%		5,535		55		7.1	%		208		624		722
MasterCard Debit Programs
Worldwide less United States		253		22.7	%		23.0	%		92		19.0	%		1,782		161		25.4	%		1,199		304		314
United States		160		5.7	%		5.7	%		119		7.0	%		2,923		41		2.0	%		296		148		151
Worldwide		413		15.5	%		15.6	%		211		11.9	%		4,706		202		19.8	%		1,494		451		465
	For the 3 Months ended March 31, 2012
	GDV (Bil.)		Growth (USD)			Growth (Local)			Purchase Volume (Bil.)		Growth (Local)			Purchase Trans. (Mil.)		Cash Volume (Bil.)		Growth (Local)			Cash Trans. (Mil.)		Accounts (Mil.)		Cards (Mil.)
All MasterCard Credit, Charge and Debit Programs
APMEA	$	223		25.2	%		23.7	%	$	151		23.6	%		1,551	$	72		24.0	%		525		307		333
Canada		29		8.5	%		10.2	%		26		12.2	%		290		3		-5.3	%		6		39		47
Europe		242		13.4	%		18.7	%		173		14.6	%		2,364		70		30.4	%		421		229		245
Latin America		72		16.8	%		23.6	%		44		29.4	%		907		28		15.6	%		174		107		130
Worldwide less United States		567		18.0	%		20.8	%		394		19.3	%		5,112		173		24.3	%		1,125		682		755
United States		283		14.1	%		14.1	%		235		13.2	%		4,176		48		19.1	%		301		279		312
Worldwide		850		16.7	%		18.5	%		629		16.9	%		9,289		221		23.2	%		1,425		961		1,067
MasterCard Credit and Charge Programs
Worldwide less United States		361		16.0	%		17.9	%		317		19.0	%		3,702		44		10.7	%		181		451		512
United States		132		7.4	%		7.4	%		124		8.2	%		1,458		7		-4.6	%		7		147		176
Worldwide		493		13.6	%		14.9	%		441		15.7	%		5,160		52		8.2	%		187		598		688
MasterCard Debit Programs
Worldwide less United States		206		21.6	%		26.1	%		77		20.4	%		1,410		129		29.8	%		944		231		243
United States		152		20.7	%		20.7	%		111		19.3	%		2,719		41		24.7	%		294		132		135
Worldwide		358		21.2	%		23.8	%		188		19.8	%		4,128		170		28.6	%		1,238		362		379

APMEA = Asia Pacific / Middle East / Africa

Note that the figures in the preceding tables may not sum due to rounding; growth represents change from the comparable year-ago period

MasterCard Incorporated – Page 8

Footnote

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 and global basis for MasterCard^®-branded and MasterCard Electronic™-branded cards. Growth rates over prior periods are provided for volume-based data.

Debit transactions on Maestro^® and Cirrus^®-branded cards, Mondex^® transactions and transactions involving brands other than MasterCard are not included in the preceding tables.

For purposes of the table: 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 that do not generally have physical cards associated with them.

The MasterCard payment product is comprised of credit, charge and debit programs, and data relating to each type of program is included in the tables. Debit programs include MasterCard-branded debit programs where the primary means of cardholder validation at the point of sale is for cardholders either to sign a sales receipt or enter a PIN. The tables include information with respect to transactions involving MasterCard-branded cards that are not processed by MasterCard and transactions for which MasterCard does not earn significant revenues.

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. MasterCard reports period-over-period rates of change in purchase volume and cash volume 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.

The data set forth in the GDV, purchase volume, purchase transactions, cash volume and cash transactions columns is provided by MasterCard customers and is subject to 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 provided by MasterCard customers and is subject to certain limited verification by MasterCard. A portion of the data set forth in the accounts and cards columns reflects the impact of routine portfolio changes among customers and other practices that may lead to over counting of the underlying data in certain circumstances. All data is subject to revision and amendment by MasterCard’s customers subsequent to the date of its release.

In 2012, certain MasterCard Debit and Credit Programs in the Europe region have changed due to a reclassification of programs. There is no impact at the All MasterCard Programs level. In addition, Purchase Transactions for certain Credit Programs in the Latin America region have been revised due to changes from several customers. MasterCard revenue is not impacted from these changes. Data for the comparable periods in 2012, 2011 and 2010 have been revised to be consistent with these approaches.

Performance information for prior periods can be found in the “Investor Relations” section of MasterCard’s website at www.mastercard.com.

###

EX-99.2

Exhibit 99.2

Exhibit 99.2

MasterCard Worldwide

MasterCard Incorporated

First-Quarter 2013 Financial Results Conference Call

May 1, 2013

MasterCard Worldwide

Business Update

• Operational Overview

• Economic Update

• Business Highlights

2

MasterCard Worldwide

1st Quarter Selected Financial Performance

($ in millions, except per share data)

YOY Growth

As FX

1Q 13 1Q 12 Reported Adjusted

Net revenue $ 1,906 $ 1,758 8% 9%

Total operating expenses 799 758 6% 6%

Operating income 1,107 1,000 11% 11%

Operating margin 58.1% 56.9% 1.2 ppts 1.3 ppts

Net income $ 766 $ 682 12% 13%

Diluted EPS $ 6.23 $ 5.36 16% 17%

Note: Figures may not sum due to rounding

3

MasterCard Worldwide

1st Quarter Gross Dollar Volume (GDV)

($ in billions)

$1,200 Worldwide

12% Growth

$947

$1,000 Rest of World

$850 16% Growth

$800 $413

$653

$358 United States $567

$600 4% Growth

$253

$206

$400

$283 $294

$493 $534

$200 $152 $160 $361 $400

$132 $134

$0

1Q12 1Q13 1Q12 1Q13 1Q12 1Q13

Credit Debit

Notes: 1. Growth rates are shown in local currency

2. Figures may not sum due to rounding

4

MasterCard Worldwide

1st Quarter Processed Transactions and Cards

Processed Transactions Cards

12% Growth 8%Growth

10,000

1,915

2,000 1,775

8,000

1,500 727

708

millions) 6,000

(in millions)

ns 1,000

4,000 7,717 8,668 (in

Transactio Cards 1,188

500 1,067

2,000

0 0

1Q 12 1Q 13 1Q 12 1Q 13

MasterCard Cards Maestro Cards

Note: Figures may not sum due to rounding

5

MasterCard Worldwide

1st Quarter Revenue

($ in millions)

1Q 12 1Q 13

$2,000 $1,758 $1, 906

$840 $901

$1, 000 $714 $775

$531 $607

$262 $280

$0

($589) ($657)

-$1,000

Domestic Cross -Border Transaction Other Rebates and Total Net

Assessments Volume Fees Processing Fees Revenues Incentives Revenue

As reported +7% +14% +9% +7% +12% +8%

FX adjusted +8% +14% +9% +7% +12% +9%

Note: Figures may not sum due to rounding

6

MasterCard Worldwide

1st Quarter Operating Expenses

($ in millions)

1Q 12 1Q 13

$1,000

$799

$800 $758

$579 $608

$600

$400

$200 $125 $129

$54 $62

$0

General Advertising Depreciation Total

& & & Operating

Administrative Marketing Amortization Expenses

As reported +5% +4% +14% +6%

FX adjusted +5% +4% +14% +6%

Note: Figures may not sum due to rounding

7

MasterCard Worldwide

Thoughts for the Future

Business update through April 28

Long-term Performance Objectives

Thoughts for 2013

Net Revenue

Operating Expenses

Tax Rate

FX sensitivity

8

MasterCard Worldwide

The Heart of Commerce tm

9