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): February 2, 2006

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 months and year ended December 31, 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 months and year ended December 31, 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 December 31, 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	$	6.7	56.5	%	$	4.2	33.8	%	66.6	$	2.5	117.1	%	20.2	15.8	18.6	.6
Asia / Pacific		68.3	8.9	%		37.3	15.1	%	466.8		31.0	2.2	%	130.8	131.6	144.2	7.6
Europe		119.0	14.4	%		88.0	13.2	%	1,212.0		31.1	18.1	%	207.9	116.6	129.5	7.8
Latin America		29.5	27.2	%		13.8	30.6	%	309.4		15.7	24.3	%	107.3	61.6	74.1	2.0
Canada		17.3	12.7	%		14.9	14.8	%	185.5		2.4	1.0	%	4.6	25.7	31.3	.8
United States		204.9	8.5	%		160.1	11.7	%	2,258.4		44.8	-1.6	%	187.2	301.0	351.6	6.0
Worldwide		445.8	11.9	%		318.3	13.6	%	4,498.7		127.5	7.8	%	658.0	652.3	749.3	24.7
Credit Programs
United States		154.4	5.1	%		128.0	9.0	%	1,511.1		26.4	-10.6	%	16.7	231.7	277.0
Worldwide		352.0	10.1	%		268.7	12.7	%	3,426.8		83.3	2.4	%	282.8	545.0	630.9
Off-Line Debit Programs
United States		50.5	20.3	%		32.1	23.6	%	747.3		18.4	15.0	%	170.5	69.3	74.5
Worldwide		93.7	19.1	%		49.6	18.5	%	1,071.9		44.2	19.7	%	375.2	107.3	118.3

	For the Year ended December 31, 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	$	21.8	40.8	%	$	14.4	28.3	%	227.5	$	7.4	73.6	%	59.2	15.8	18.6
Asia / Pacific		261.7	7.7	%		139.2	14.2	%	1,726.7		122.5	1.2	%	477.7	131.6	144.2
Europe		452.8	13.5	%		333.9	13.7	%	4,528.7		118.9	12.8	%	794.8	116.6	129.5
Latin America		98.0	32.5	%		44.6	31.9	%	1,075.5		53.4	33.0	%	397.0	61.6	74.1
Canada		61.2	13.7	%		52.1	16.0	%	683.9		9.1	1.7	%	18.7	25.7	31.3
United States		765.1	9.5	%		589.0	11.9	%	8,360.3		176.0	2.2	%	764.9	301.0	351.6
Worldwide		1,660.6	11.9	%		1,173.3	13.7	%	16,602.6		487.4	7.8	%	2,512.2	652.3	749.3
Credit Programs
United States		575.7	5.1	%		472.2	9.1	%	5,597.7		103.5	-9.7	%	66.8	231.7	277.0
Worldwide		1,313.3	9.2	%		989.9	12.5	%	12,625.1		323.5	-0.1	%	1,070.0	545.0	630.9
Off-Line Debit Programs
United States		189.4	25.4	%		116.8	25.2	%	2,762.6		72.6	25.8	%	698.1	69.3	74.5
Worldwide		347.3	23.6	%		183.4	20.3	%	3,977.4		163.9	27.6	%	1,442.2	107.3	118.3

	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	2.0	%		117.9	14.1	%	1,521.4		117.7	-7.9	%	403.5	118.5	131.5
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		698.6	9.7	%		526.3	9.5	%	7,434.6		172.3	10.0	%	619.6	279.0	337.6
Worldwide		1,466.8	10.7	%		1,020.9	12.5	%	14,640.9		446.0	6.8	%	2,144.7	576.0	678.4
Credit Programs
United States		547.6	6.4	%		433.0	8.5	%	5,218.6		114.6	-1.1	%	74.8	217.3	271.2
Worldwide		1,187.6	8.8	%		868.6	12.4	%	11,363.7		319.0	0.1	%	985.3	486.9	578.5
Off-Line Debit Programs
United States		151.0	23.6	%		93.3	14.5	%	2,216.0		57.7	41.8	%	544.7	61.7	66.4
Worldwide		279.2	19.6	%		152.2	13.1	%	3,277.1		127.0	28.4	%	1,159.4	89.2	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	%		480.5	9.1	%	6,840.8		156.6	-3.3	%	558.4	263.4	319.9
Worldwide		1,281.4	5.8	%		876.3	10.0	%	13,099.9		405.1	-2.3	%	1,930.2	529.2	625.5
Credit Programs
United States		514.9	5.9	%		399.0	7.6	%	4,891.4		115.9	0.6	%	82.5	215.4	266.8
Worldwide		1,054.3	5.3	%		746.2	9.5	%	10,211.5		308.1	-3.5	%	890.4	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 U.S. 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 which revisions and amendments may be material.

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. Accordingly, the data in the tables cannot be taken as a direct indication of the financial performance of MasterCard. 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 February 2, 2006 that further discusses the results of MasterCard’s payment programs for the three months and year ended December 31, 2005 which exhibit is furnished and not filed herewith.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit 99.1 Press Release of MasterCard International Incorporated dated February 2, 2006.

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: February 2, 2006	By	/s/  Noah J. Hanft
		Noah J. Hanft
		General Counsel and Secretary

EX-99.1

	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 Growth in 2005 as Gross Dollar Volume Increases 11.9% Worldwide Purchase, NY, February 2, 2006—MasterCard International today announced operating results for the fourth quarter and full-year 2005, with double-digit growth in both gross dollar volume (GDV) and purchase volume. In 2005, cardholders worldwide used 749.3 million MasterCard-branded cards for more than 19.1 billion transactions, generating gross dollar volume (GDV) of $1.7 trillion, an increase of 11.9 percent over 2004. “Innovations like our PayPass contactless payments technology, combined with the global strength of our brand and our ability to provide our customers with leading edge processing services and industry expertise, continue to resonate around the world,” said MasterCard Chief Operating Officer Alan Heuer. MasterCard’s strong performance in 2005 was fueled by growth in both credit and debit programs. GDV for worldwide credit and charge programs grew 9.2 percent to more than $1.3 trillion, while GDV for offline debit programs rose 23.6 percent to $347.3 billion. Performance highlights for 2005 include: •      Cardholders across the globe used MasterCard-branded cards (excluding Maestro® and Cirrus®) for more than 19.1 billion transactions, generating GDV of $1.7 trillion, an increase of 11.9 percent over 2004. GDV includes both purchase and cash volume. •      At year-end, MasterCard’s almost 25,000 customer financial institutions around the world had issued 749.3 million MasterCard-branded cards, a 10.5 percent increase over 2004. •      The value of purchases on MasterCard-branded cards showed strong growth worldwide, rising 13.7 percent to nearly $1.2 trillion. The performance breakdown by region is as follows:

MasterCard International – Page 2

MasterCard International Reports Double Digit Operating Growth in 2005

February 2, 2006

	For the Year ended December 31, 2005
All Programs except On-Line Debit Programs	GDV (Billions)		Growth (Local)		Purchase Volume (Billions)		Growth (Local)		Purchase Transactions (Millions)	Cash Volume (Billions)		Growth (Local)		Cash Transactions (Millions)	Accounts (Millions)	Cards (Millions)
South Asia/Middle East Africa	$	21.8	40.8	%	$	14.4	28.3	%	227.5	$	7.4	73.6	%	59.2	15.8	18.6
Asia/Pacific		261.7	7.7	%		139.2	14.2	%	1,726.7		122.5	1.2	%	477.7	131.6	144.2
Europe		452.8	13.5	%		333.9	13.7	%	4,528.7		118.9	12.8	%	794.8	116.6	129.5
Latin America		98.0	32.5	%		44.6	31.9	%	1,075 5		53.4	33.0	%	397.0	61.6	74.1
Canada		61.2	13.7	%		52.1	16.0	%	683.9		9.1	1.7	%	18.7	25.7	31.3
United States		765.1	9.5	%		589.0	11.9	%	8,360.3		176.0	2.2	%	764.9	301.0	351.6
Worldwide		1,660.6	11.9	%		1,173.3	13.7	%	16,602.6		487.4	7.8	%	2,512.2	652.3	749.3
Credit Programs
United States		575.7	5.1	%		472.2	9.1	%	5,597.7		103.5	-9.7	%	66.8	231.7	277.0
Worldwide		1,313.3	9.2	%		989.9	12.5	%	12,625.1		323.5	-0.1	%	1,070.0	545.0	630.9
Off-Line Debit Programs
United States		189.4	25.4	%		116.8	25.2	%	2,762.6		72.6	25.8	%	698.1	69.3	74.5
Worldwide		347.3	23.6	%		183.4	20.3	%	3,977.4		163.9	27.6	%	1,442.2	107.3	118.3

	For the 3 Months ended December 31, 2005
All Programs except On-Line Debit Programs	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)
South Asia/Middle East Africa	$	6.7	56.5	%	$	4.2	33.8	%	66.6	$	2.5	117.1	%	20.2	15.8	18.6	.6
Asia/Pacific		68.3	8.9	%		37.3	15.1	%	466.8		31.0	2.2	%	130.8	131.6	144.2	7.6
Europe		119.0	14.4	%		88.0	13.2	%	1,212.0		31.1	18.1	%	207.9	116.6	129.5	7.8
Latin America		29.5	27.2	%		13.8	30.6	%	309.4		15.7	24.3	%	107.3	61.6	74.1	2.0
Canada		17.3	12.7	%		14.9	14.8	%	185.5		2.4	1.0	%	4.6	25.7	31.3	.8
United States		204.9	8.5	%		160.1	11.7	%	2,258.4		44.8	-1.6	%	187.2	301.0	351.6	6.0
Worldwide		445.8	11.9	%		318.3	13.6	%	4,498.7		127.5	7.8	%	658.0	652.3	749.3	24.7
Credit Programs
United States		154.4	5.1	%		128.0	9.0	%	1,511.1		26.4	-10.6	%	16.7	231.7	277.0
Worldwide		352.0	10.1	%		268.7	12.7	%	3,426.8		83.3	2.4	%	252.8	545.0	630.9
0ff-Line Debit Programs
United States		50.5	20.3	%		32.1	23.6	%	747.3		18.4	15.0	%	170.5	69.3	74.5
Worldwide		93.7	19.1	%		49.6	18.5	%	1,071.9		44.2	19.7	%	375.2	107.3	118.3

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 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.

MasterCard International – Page 3

MasterCard International Reports Double Digit Operating Growth in 2005

February 2, 2006

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.

Period-over-period rates of change in GDV, purchase volume and cash volume are provided on a local-currency basis 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 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 a direct 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 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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