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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER:
MASTERCARD INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 13-4172551
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification Number)
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, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
CLASS OUTSTANDING AT MAY 10, 2002
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Common stock, par value
$0.01 per share 100 shares
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PART I -- FINANCIAL INFORMATION
ITEM 1. -- FINANCIAL STATEMENTS
MASTERCARD INCORPORATED
BALANCE SHEET
MARCH 31, DECEMBER 31,
2002 2001
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ASSETS
Cash and cash equivalents................................... $1,000 $1,000
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Total Assets.............................................. $1,000 $1,000
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LIABILITIES AND STOCKHOLDER'S EQUITY
STOCKHOLDER'S EQUITY
Common Stock, $.01 par value, 100 shares authorized, issued
and outstanding........................................... $ 1 $ 1
Paid-in-Capital............................................. 999 999
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Total Stockholder's Equity................................ 1,000 1,000
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TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY.................. $1,000 $1,000
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The accompanying note is an integral part of this balance sheet.
NOTE TO BALANCE SHEET
FORMATION AND BASIS OF PRESENTATION
MasterCard Incorporated (the "Company") was organized to become the new
stock-based holding company of MasterCard International Incorporated ("MCI") and
Europay International S.A. ("Europay"). The Company will control MCI and Europay
at the closing of the conversion and integration transaction as described in (i)
the Agreement and Plan of Merger dated as of February 13, 2002 by and among MCI,
the Company and MasterCard Merger Sub, Inc., including the documents referenced
therein, and (ii) the Share Exchange and Integration Agreement dated as of
February 13, 2002 by and among the Company, MCI and Europay, including the
documents referenced therein. Each of these documents is included as an exhibit
to this Quarterly Report on Form 10-Q. The conversion and integration
transaction is expected to close as soon as is practicable following the
satisfaction or waiver of the conditions set forth in the Share Exchange and
Integration Agreement. MCI's historical financial statements will become the
historical financial statements of the Company upon the closing of the
conversion and integration transaction.
The Company was incorporated in Delaware on May 9, 2001 and has issued 100
shares of common stock, par value $.01 per share, to its sole incorporator. The
Company has not yet commenced operations and therefore has no operating results
or cash flows for the period ended March 31, 2002.
There were no material changes in the financial condition of the Company
during the quarter ended March 31, 2002.
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ITEM 2. -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Refer to the Note to Balance Sheet herein.
ITEM 3. -- QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Refer to the Note to Balance Sheet herein.
PART II -- OTHER INFORMATION
ITEM 6. -- EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following exhibits are filed as part of this Quarterly Report on Form
10-Q:
3.1 Certificate of Incorporation of MasterCard Incorporated.
3.2 Bylaws of MasterCard Incorporated.
10.1 Agreement and Plan of Merger dated as of February 13, 2002
by and among MasterCard International Incorporated,
MasterCard Incorporated and MasterCard Merger Sub, Inc.
10.2 Share Exchange and Integration Agreement dated as of
February 13, 2002 by and among MasterCard Incorporated,
MasterCard International Incorporated and Europay
International, S.A.
10.3 Form of Share Exchange Agreement to be entered into among
MasterCard Incorporated, MasterCard International
Incorporated and each shareholder of Europay International
S.A. other than MasterCard/Europay U.K. Limited and
MasterCard International Incorporated.
10.4 Form of Share Exchange Agreement to be entered into among
MasterCard Incorporated, MasterCard International
Incorporated and each shareholder of MasterCard/Europay U.K.
Limited.
(b) Reports on Form 8-K
None.
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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, thereunto duly authorized.
MASTERCARD INCORPORATED
Registrant
/s/ ROBERT W. SELANDER
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Robert W. Selander
President and Chief Executive Officer
Date: May 14, 2002
/s/ DENISE K. FLETCHER
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Denise K. Fletcher
Executive Vice President, Chief
Financial Officer and Treasurer
(Principal Financial Officer)
Date: May 14, 2002
/s/ SPENCER SCHWARTZ
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Spencer Schwartz
Senior Vice President and Controller
(Principal Accounting Officer)
Date: May 14, 2002
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