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, 2005

MasterCard Incorporated

(Exact name of registrant as specified in its charter)

Delaware	000-50250	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 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, 2005 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, 2004 and 2003, 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, 2005.

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

	For the 3 Months ended September 30, 2005
	GDV (Billions)		Growth (Local)		Purchase Volume (Billions)		Growth (Local)		Purchase Transactions (Millions)	Cash Volume (Billions)		Growth (Local)		Cash Transactions (Millions)	Accounts (Millions)	Cards (Millions)	Acceptance Locations (Millions)
All Programs except On-Line Debit Programs
South Asia/Middle East Africa	$	5.7	43.0	%	$	3.7	28.8	%	57.2	$	2.0	79.8	%	14.6	14.1	16.5	.6
Asia/Pacific		65.5	9.8	%		34.6	13.6	%	440.7		30.9	5.7	%	126.8	127.0	139.3	6.8
Europe		115.9	13.6	%		85.1	13.0	%	1,168.2		30.8	15.4	%	206.8	110.5	123.3	7.6
Latin America		25.1	33.5	%		11.5	33.1	%	275.2		13.6	33.8	%	101.6	56.5	69.0	1.9
Canada		15.9	13.4	%		13.7	17.7	%	179.6		2.3	-6.9	%	4.8	25.1	30.6	.7
United States		196.3	9.8	%		151.4	13.7	%	2,138.6		44.9	-1.5	%	193.6	295.5	346.4	6.1
Worldwide		424.4	12.5	%		300.0	14.5	%	4,259.6		124.4	8.0	%	648.3	628.7	725.2	23.9
Credit Programs
United States		148.1	6.3	%		121.8	10.9	%	1,432.9		26.3	-10.7	%	17.5	228.7	273.2
Worldwide		335.8	10.7	%		253.6	13.6	%	3,241.0		82.2	2.5	%	279.4	527.3	611.3
Off-Line Debit Programs
United States		48.2	22.0	%		29.6	26.6	%	705.7		18.6	15.4	%	176.2	66.8	73.2
Worldwide		88.6	20.0	%		46.5	19.3	%	1,018.6		42.2	20.7	%	368.9	101.5	113.9

	For the 9 Months ended September 30, 2005
	GDV (Billions)		Growth (Local)		Purchase Volume (Billions)		Growth (Local)		Purchase Transactions (Millions)	Cash Volume (Billions)		Growth (Local)		Cash Transactions (Millions)	Accounts (Millions)	Cards (Millions)
All Programs except On-Line Debit Programs
South Asia/Middle East Africa	$	15.1	34.6	%	$	10.2	26.0	%	160.8	$	4.9	57.2	%	39.0	14.1	16.5
Asia/Pacific		193.4	7.2	%		101.9	13.8	%	1,259.8		91.5	0.8	%	346.7	127.0	139.3
Europe		333.6	13.1	%		246.1	13.9	%	3,316.9		87.5	10.7	%	586.7	110.5	123.3
Latin America		68.5	34.9	%		30.8	32.5	%	765.8		37.7	37.0	%	289.7	56.5	69.0
Canada		44.0	14.1	%		37.2	16.6	%	498.3		6.8	2.0	%	14.1	25.1	30.6
United States		560.7	10.0	%		430.1	12.2	%	6,108.9		130.6	3.5	%	580.1	295.5	346.4
Worldwide		1,215.2	11.9	%		856.2	13.8	%	12,110.7		358.9	7.7	%	1,856.3	628.7	725.2
Credit Programs
United States		421.3	5.2	%		345.0	9.1	%	4,086.9		76.3	-9.7	%	49.9	228.7	273.2
Worldwide		961.1	8.8	%		722.0	12.5	%	9,198.4		239.0	-1.1	%	786.7	527.3	611.3
Off-Line Debit Programs
United States		139.4	27.8	%		85.1	26.3	%	2,022.1		54.3	30.4	%	530.2	66.8	73.2
Worldwide		254.1	25.7	%		134.2	21.3	%	2,912.3		119.9	30.9	%	1,069.7	101.5	113.9

	For the Year ended December 31, 2004
	GDV (Billions)		Growth (Local)		Purchase Volume (Billions)		Growth (Local)		Purchase Transactions (Millions)	Cash Volume (Billions)		Growth (Local)		Cash Transactions (Millions)	Accounts (Millions)	Cards (Millions)
All Programs except On-Line Debit Programs
South Asia/Middle East Africa	$	15.3	27.8	%	$	11.1	26.4	%	185.7	$	4.2	31.7	%	39.5	10.5	12.6
Asia/Pacific		235.6	1.9	%		117.9	14.1	%	1,520.9		117.7	-7.9	%	403.5	118.3	131.6
Europe		397.7	14.1	%		292.9	15.3	%	4,051.3		104.8	10.9	%	738.7	98.9	111.4
Latin America		69.3	33.4	%		30.7	27.9	%	842.9		38.6	38.2	%	325.0	46.0	56.9
Canada		50.3	13.5	%		41.9	13.9	%	605.0		8.4	11.5	%	18.5	23.1	28.5
United States		698.5	9.7	%		527.0	9.5	%	7,434.2		171.5	10.2	%	619.3	278.7	337.6
Worldwide		1,466.8	10.7	%		1,021.6	12.4	%	14,640.0		445.2	6.9	%	2,144.4	575.6	678.4
Credit Programs
United States		547.5	6.3	%		433.7	8.4	%	5,218.2		113.8	-0.9	%	74.5	217.3	271.2
Worldwide		1,187.6	8.8	%		869.3	12.3	%	11,362.8		318.2	0.2	%	985.0	486.7	578.6
Off-Line Debit Programs
United States		151.0	23.6	%		93.3	14.5	%	2,216.0		57.7	41.8	%	544.7	61.4	66.4
Worldwide		279.2	19.6	%		152.2	13.1	%	3,277.1		127.0	28.4	%	1,159.4	88.9	99.9
	For the Year ended December 31, 2003
	GDV (Billions)		Growth (Local)		Purchase Volume (Billions)		Growth (Local)		Purchase Transactions (Millions)	Cash Volume (Billions)		Growth (Local)		Cash Transactions (Millions)	Accounts (Millions)	Cards (Millions)
All Programs except On-Line Debit Programs
South Asia/Middle East Africa	$	10.9	13.0	%	$	8.0	17.5	%	158.3	$	2.9	2.3	%	31.2	8.4	9.8
Asia/Pacific		221.5	-8.7	%		97.8	4.8	%	1,361.2		123.6	-17.1	%	344.4	109.9	121.6
Europe		317.8	13.3	%		231.9	12.3	%	3,512.4		85.9	16.0	%	708.6	89.5	100.0
Latin America		53.0	31.2	%		24.0	20.2	%	689.4		29.0	42.0	%	269.8	37.9	47.7
Canada		41.3	14.3	%		34.3	14.4	%	537.9		7.0	13.7	%	17.8	20.2	26.6
United States		637.0	5.8	%		481.5	8.9	%	6,841.2		155.6	-2.9	%	558.0	263.4	319.9
Worldwide		1,281.4	5.8	%		877.3	9.9	%	13,100.3		404.1	-2.1	%	1,929.8	529.2	625.5
Credit Programs
United States		514.9	5.9	%		400.0	7.3	%	4,891.8		114.9	1.3	%	82.1	215.4	266.8
Worldwide		1,054.3	5.3	%		747.2	9.4	%	10,211.9		307.1	-3.3	%	890.0	460.3	545.7
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

Maestro® and Cirrus® on-line debit transactions, Mondex® 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 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. 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 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 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 significant revenues. Cash volumes for the periods indicated in the tables above for MasterCard-branded debit programs in the U.S. region and credit programs in the Asia/Pacific region are higher due to expanded data collection and stricter enforcement of reporting requirements during these periods. Some of the data in the Asia/Pacific region for the periods prior to the three months ended September 30, 2004 have been estimated in order to conform to current presentation standards and ensure comparable statistics. In addition, a change in methodology for characterizing volumes for certain transactions in China and the United Kingdom have lowered purchase volume and increased cash volume in the Asia/Pacific and Europe regions.

Attached also as Exhibit 99.1 is a press release issued by MasterCard International Incorporated, dated November 1, 2005, which further discusses the results of MasterCard’s payment programs for the three and nine months ended September 30, 2005.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

Exhibit 99.1 Press Release of MasterCard International Incorporated, dated November 1, 2005.

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, 2005	By	/s/ Noah J. Hanft
		Noah J. Hanft
		General Counsel and Secretary

EX-99.1

Exhibit 99.1

	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 Continued Growth

in Third Quarter, First Nine Months of 2005

Customer-Centric Strategy Yields Double-Digit Growth

in Purchase and Gross Dollar Volume

Purchase, NY, November 1, 2005 – MasterCard International today announced operating results for the third quarter and first nine months of 2005, with double-digit growth in both gross dollar volume (GDV) and purchase volume. Growth continues to be fueled by increased cardholder spending around the world, the continued global implementation of the company’s customer-focused strategy, and the ability to deliver innovative products and value-added processing, information and related services.

“The strength of the MasterCard brand, and our portfolio of innovative payment solutions, continue to resonate around the globe, as illustrated by our operating performance this quarter,” said Alan Heuer, MasterCard’s chief operating officer.

Performance highlights for the third quarter and first half of 2005 include:

• Cardholders worldwide used MasterCard-branded cards (excluding Maestro^® and Cirrus^®) for 4.9 billion transactions during the third quarter. This generated GDV of $424.4 billion in the third quarter, up 12.5% over the same period last year. For the first nine months of the year, GDV has grown by 11.9% to $1,215.2 billion. GDV includes both purchase and cash volume;

• As of September 30, 2005, MasterCard’s nearly 25,000 customer financial institutions around the world issued 725.2 million MasterCard-branded cards, a 10.6% increase over the same period in 2004; MasterCard’s unsurpassed acceptance network allows cardholders to use their MasterCard cards at over 23 million acceptance locations around the world.

• The value of purchases on MasterCard-branded cards, increased 14.5% to $300.0 billion in the third quarter. Purchase volume increased 13.8% during the first nine months of the year, reaching $856.2 billion.

MasterCard’s growth has spanned both credit and debit. GDV for worldwide credit and charge programs increased by 10.7% to $335.8 billion in the third quarter, while GDV for debit programs rose 20.0% to $88.6 billion.

MasterCard International – Page 2

MasterCard International Reports Continued Growth in Third Quarter, First Nine Months of 2005

November 1, 2005

“MasterCard’s global customer base continues to benefit as cardholders around the world are increasingly turning to MasterCard for a combination of acceptance, convenience, and flexibility,” said Heuer.

The performance breakdown by region is as follows:

	For the 3 Months ended September 30, 2005
	GDV (Billions)		Growth (Local)		Purchase Volume (Billions)		Growth (Local)		Purchase Transactions (Millions)	Cash Volume (Billions)		Growth (Local)		Cash Transactions (Millions)	Accounts (Millions)	Cards (Millions)	Acceptance Locations (Millions)
All Programs except On-Line Debit Programs
South Asia/Middle East Africa	$	5.7	43.0	%	$	3.7	28.8	%	57.2	$	2.0	79.8	%	14.6	14.1	16.5	.6
Asia/Pacific		65.5	9.8	%		34.6	13.6	%	440.7		30.9	5.7	%	126.8	127.0	139.3	6.8
Europe		115.9	13.6	%		85.1	13.0	%	1,168.2		30.8	15.4	%	206.8	110.5	123.3	7.6
Latin America		25.1	33.5	%		11.5	33.1	%	275.2		13.6	33.8	%	101.6	56.5	69.0	1.9
Canada		15.9	13.4	%		13.7	17.7	%	179.6		2.3	-6.9	%	4.8	25.1	30.6	.7
United States		196.3	9.8	%		151.4	13.7	%	2,138.6		44.9	-1.5	%	193.6	295.5	346.4	6.1
Worldwide		424.4	12.5	%		300.0	14.5	%	4,259.6		124.4	8.0	%	648.3	628.7	725.2	23.9
Credit Programs
United States		148.1	6.3	%		121.8	10.9	%	1,432.9		26.3	-10.7	%	17.5	228.7	273.2
Worldwide		335.8	10.7	%		253.6	13.6	%	3,241.0		82.2	2.5	%	279.4	527.3	611.3
Off-Line Debit Programs
United States		48.2	22.0	%		29.6	26.6	%	705.7		18.6	15.4	%	176.2	66.8	73.2
Worldwide		88.6	20.0	%		46.5	19.3	%	1,018.6		42.2	20.7	%	368.9	101.5	113.9

	For the 9 Months ended September 30, 2005
	GDV (Billions)		Growth (Local)		Purchase Volume (Billions)		Growth (Local)		Purchase Transactions (Millions)	Cash Volume (Billions)		Growth (Local)		Cash Transactions (Millions)	Accounts (Millions)	Cards (Millions)
All Programs except On-Line Debit Programs
South Asia/Middle East Africa	$	15.1	34.6	%	$	10.2	26.0	%	160.8	$	4.9	57.2	%	39.0	14.1	16.5
Asia/Pacific		193.4	7.2	%		101.9	13.8	%	1,259.8		91.5	0.8	%	346.7	127.0	139.3
Europe		333.6	13.1	%		246.1	13.9	%	3,316.9		87.5	10.7	%	586.7	110.5	123.3
Latin America		68.5	34.9	%		30.8	32.5	%	765.8		37.7	37.0	%	289.7	56.5	69.0
Canada		44.0	14.1	%		37.2	16.6	%	498.3		6.8	2.0	%	14.1	25.1	30.6
United States		560.7	10.0	%		430.1	12.2	%	6,108.9		130.6	3.5	%	580.1	295.5	346.4
Worldwide		1,215.2	11.9	%		856.2	13.8	%	12,110.7		358.9	7.7	%	1,856.3	628.7	725.2
Credit Programs
United States		421.3	5.2	%		345.0	9.1	%	4,086.9		76.3	-9.7	%	49.9	228.7	273.2
Worldwide		961.1	8.8	%		722.0	12.5	%	9,198.4		239.0	-1.1	%	786.7	527.3	611.3
Off-Line Debit Programs
United States		139.4	27.8	%		85.1	26.3	%	2,022.1		54.3	30.4	%	530.2	66.8	73.2
Worldwide		254.1	25.7	%		134.2	21.3	%	2,912.3		119.9	30.9	%	1,069.7	101.5	113.9

This press release contains forward-looking information. Although MasterCard believes that its expectations are based on reasonable assumptions, it can give no assurance that its objectives will be achieved. Important factors that could cause actual results to differ materially from forward-looking information contained in this press release include: global political and economic conditions; MasterCard’s ability to achieve its strategic objectives; the performance of MasterCard’s member financial institutions and the nature of MasterCard’s business relationships with these institutions; substantial and increasingly intense competition in the global payments industry; the success of MasterCard’s global advertising, sponsorship, promotion and merchant acceptance initiatives; the functionality and security of MasterCard’s transaction processing systems; MasterCard’s ability to adapt to industry trends with technological and payment program innovations; the resolution of certain legal proceedings and

MasterCard International – Page 3

MasterCard International Reports Continued Growth in Third Quarter, First Nine Months of 2005

November 1, 2005

regulatory actions; changing market dynamics and the other risk factors disclosed in MasterCard Incorporated’s most recent Annual Report on Form 10-K. MasterCard disclaims any obligation to publicly update or revise any forward-looking information.

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 which revisions and amendments may be material. 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 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 verification by MasterCard. Certain information with respect to acceptance locations is provided by third parties and has not been independently verified 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 significant 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. Cash volumes for the periods indicated in the tables above for MasterCard-branded debit programs in the U.S. region and credit programs in the Asia/Pacific region are higher due to expanded data collection and stricter enforcement of reporting requirements during these periods. Some of the data in the Asia/Pacific region for the periods prior to the three months ended September 30, 2004 have been estimated in order to conform to current presentation standards and ensure comparable statistics. In addition, a change in

MasterCard International – Page 4

MasterCard International Reports Continued Growth in Third Quarter, First Nine Months of 2005

November 1, 2005

methodology for characterizing volumes for certain transactions in China and the United Kingdom have lowered purchase volume and increased cash volume in the Asia/Pacific and Europe regions.

About MasterCard International

MasterCard Incorporated 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, through its principal operating subsidiary, MasterCard International Incorporated, manages a family of well-known, widely accepted payment card brands including MasterCard^®, Maestro^® and Cirrus^® and serves financial institutions, consumers and businesses in over 210 countries and territories. The MasterCard award-winning Priceless^® advertising campaign is now seen in 105 countries and in 48 languages, giving the MasterCard brand a truly global reach and scope. For more information go to www.mastercardinternational.com.

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