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): August 2, 2006

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 August 2, 2006, MasterCard Incorporated (“MasterCard” or the “Company”) issued a press release announcing financial results for its second quarter ended June 30, 2006.

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, the Company discloses the following non-GAAP financial measures:

• Information regarding its expenses, income and earnings per share for the three and six month periods ended June 30, 2006 that exclude a charge associated with the establishment of reserves recorded for litigation settlements. MasterCard’s management believes that this information facilitates understanding of MasterCard’s operating performance and facilitates meaningful comparison of its results between periods.

• Information regarding its income and earnings per share for the three and six month periods ended June 30, 2006 that exclude interest income earned on proceeds from the initial public offering of MasterCard Incorporated’s Class A common stock used to effect the redemption of shares of Class B common stock. MasterCard’s management believes that because this interest income relates to cash assets that were held only temporarily by MasterCard prior to effecting the redemption of shares of Class B common stock, this information facilitates meaningful comparison of MasterCard’s results between periods.

• Information regarding its expenses, income, earnings per share and effective tax rate for the three and six month periods ended June 30, 2006 that exclude a non-cash charge associated with the donation of approximately 13.5 million shares of Class A common stock to The MasterCard Foundation that occurred simultaneously with MasterCard’s initial public offering in May 2006. MasterCard’s management believes that because the expense (which is not deductible for tax purposes) associated with the donation of shares of Class A common stock to The MasterCard Foundation is non-cash and non-recurring, this information enhances understanding of MasterCard’s operating performance and facilitates meaningful comparison of its results between periods.

Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in the attached press release. While MasterCard’s management believes that this non-GAAP financial information is useful in evaluating MasterCard’s operations, this information should be considered as supplemental in nature and not in isolation or as a substitute for the related financial information prepared in accordance with GAAP.

Item 7.01 Regulation FD Disclosure

On August 2, 2006, the Company will host a conference call to discuss its second quarter 2006 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.

99.1	Press release of MasterCard Incorporated, dated August 2, 2006.
99.2	Presentation of MasterCard Incorporated, dated August 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: August 2, 2006	By	/s/ Noah J. Hanft
		Noah J. Hanft General Counsel and Secretary

EX-99.1

Exhibit 99.1

News Release

MasterCard Incorporated Reports

Second Quarter Financial Results

• Net earnings of $0.74 per share, or $101 million, excluding special items

• Net loss of $2.30 per share, or $310 million, including special items

• Net revenue up 9.7% to $846 million

• Gross dollar volume up 16.4%, purchase volume up 17.5%

Purchase, NY, August 2, 2006 – MasterCard Incorporated (NYSE:MA) today announced performance for the second quarter of 2006. The company reported net income of $101 million, or $0.74 per share, excluding special items, and a net loss of $310 million, or $2.30 per share, including special items.

Net revenue for the quarter was $846 million, a 9.7% increase versus the same period in 2005. Currency fluctuations had a negligible impact on revenue growth for the quarter.

Fueling the higher revenue in the second quarter was growth in MasterCard’s gross dollar volume (GDV), which increased 16.4%, on a local currency basis, to $485 billion; a 17.7% increase in the number of transactions processed; and a restructuring of cross-border transaction fees which was implemented in April 2006. Worldwide purchase volume rose 17.5%, on a local currency basis, during the quarter to $351 billion driven by increased cardholder spending on a growing number of MasterCard cards. As expected, significant rebates and incentives in the quarter, which included a large debit portfolio conversion from a competitive brand, partially offset gross revenue growth. As of June 30, 2006, the company’s customer banks had issued 796 million MasterCard cards, an increase of 11.2% percent over the same period in 2005.

Special items for the quarter included:

• The donation of approximately 13.5 million shares of Class A common stock to the MasterCard Foundation that occurred simultaneously with the company’s initial public offering in May 2006. The impact of this non-cash, non-recurring donation resulted in a $395 million expense that is not deductible for tax purposes;

• A $23 million reserve recorded for litigation settlements; and

• $7 million in interest income earned on the IPO proceeds ultimately used for redemption of shares of Class B common stock.

The company’s net income and earnings per share, excluding special items, are non-GAAP financial measures that are reconciled to their most directly comparable GAAP measure in the accompanying financial tables.

-more-

MasterCard Incorporated – Page 2

“Our solid operational performance for the quarter demonstrates that through our strengths as a franchisor, processor and advisor, we are successfully delivering on our commitment to bring our customers innovative products and value-added services to help them enhance the profitability of their payments businesses,” said Robert W. Selander, MasterCard president and chief executive officer.

“Our customers around the world are increasingly recognizing MasterCard as their brand of choice because of the strength of our unified global organization, advanced transaction processing network, powerful brand and our ability to provide them with unique payment solutions,” he said. “This quarter’s strong performance in emerging markets such as our Latin America and South Asia/Middle East Africa regions illustrates our ability to displace paper-based forms of payment by bringing the benefits of electronic payments to every corner of the world.”

Total operating expenses increased 93.4%, to $1.1 billion, during the quarter compared to the same period in 2005. This increase was primarily driven by the contributions to the MasterCard Foundation, an increase in advertising and market development expenses related to the sponsorship of the 2006 FIFA World Cup, and an increase in personnel expenses to support the company’s strategic initiatives. Currency fluctuations had a negligible impact on expense growth for the quarter.

Total other income/(expense) was $13 million in the second quarter 2006 versus ($5) million in last year’s second quarter. The increase was driven by interest income from higher cash balances related to proceeds received from the IPO, as well as increases in interest rates and dividends received.

MasterCard’s effective tax rate was significantly impacted by the share donation to the MasterCard Foundation. Excluding the impact of the share donation, the effective tax rate would have been 33.6% and 34.0%, in the three and six months ended June 30, 2006, respectively, down from the comparable periods in 2005. The rates in 2006 were lower than 2005 primarily due to favorable tax audit developments and the tax benefit related to qualified domestic production activities as allowed under the American Jobs Creation Act of 2004. The company’s effective tax rate, excluding the impact of the share donation, is a non-GAAP financial measure that is reconciled to the most directly comparable GAAP measure in the accompanying financial tables.

Commenting on the company’s financial performance, Chris A. McWilton, MasterCard’s chief financial officer, noted that “During the second quarter, MasterCard continued to deliver solid revenue growth and good operating margins reflecting our globally competitive business model. Our capital position remains strong with $2.1 billion of cash, cash equivalents and available-for-sale securities.”

MasterCard Incorporated – Page 3

Year-to-Date 2006 Results

For the six months ended June 30, 2006, MasterCard reported net income of $227 million, or $1.68 per share, excluding the impact of the special items described above. Including the impact of the special items, the company reported a net loss of $184 million, or $1.36 per share.

Net revenue for the six months ended June 30, 2006 was $1.6 billion, a 10.8% increase versus the same period in 2005. Currency fluctuations negatively impacted this growth by approximately 1%.

Total operating expenses increased 54.3%, to $1.7 billion, for the six-month period compared to the same period in 2005. Currency fluctuations reduced this growth by approximately 1% in the year-to-date period.

Total other income/(expense) was $24 million for the six-month period versus ($12) million for the same period in 2005. This change was driven by a $26 million increase in investment income, including the $7 million special item earned on IPO proceeds. Interest expense also decreased by $8 million due to a refund of interest assessed in connection with an audit of the company’s federal income tax return and a reduction of interest reserve requirements related to the company’s tax reserves.

Second Quarter Results Conference Call Details

On Wednesday, August 2, the company will host a conference call to discuss its second quarter financial results beginning at 9:00 a.m. EDT.

The dial-in information for this call is 800-299-7098 (within the US) and 617-801-9715 (outside the US) and the passcode is 64899002. A replay of the call will be available through August 9. The replay can be accessed by dialing 888-286-8010 (within the US) and 617-801-6888 (outside the US) and using passcode 65688882.

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

MasterCard Incorporated – Page 4

About MasterCard Incorporated

MasterCard Incorporated advances global commerce by providing a critical economic link among financial institutions, businesses, cardholders and merchants worldwide. As a franchisor, processor and advisor, MasterCard develops and markets payment solutions, processes close to 14 billion transactions each year, and provides industry-leading analysis and consulting services to financial institution customers and merchants. Through its family of brands, including MasterCard^®, Maestro^® and Cirrus^®, MasterCard serves consumers and businesses in more than 210 countries and territories. For more information go to www.mastercard.com.

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 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:

• the company’s commitment to bring its customers innovative products and value-added services to enhance the profitability of their payments businesses;

• the company’s ability to provide unique payment solutions;

• the company’s ability to displace paper-based forms of payment through the benefits of electronic payments; and

• the company’s continued strong capital position.

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, 2005, the company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that it has filed with the SEC during 2006, 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:

Media Relations: Sharon Gamsin, sgamsin@mastercard.com, 914-249-5622

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

###

MasterCard Incorporated – Page 5

MASTERCARD INCORPORATED

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
	(In thousands, except per share data)
Revenues, net	$	846,489		$	771,867		$	1,584,942		$	1,430,105
Operating Expenses
General and administrative		365,161			319,187			712,998			625,803
Advertising and market development		307,066			231,578			489,749			403,257
Litigation settlements		23,250			—			23,250			—
Charitable contributions to the MasterCard Foundation		400,285			—			400,285			—
Depreciation and amortization		24,693			28,666			49,913			57,096
Total operating expenses		1,120,455			579,431			1,676,195			1,086,156
Operating income (loss)		(273,966	)		192,436			(91,253	)		343,949
Other Income (Expense)
Investment income, net		28,999			13,479			49,691			23,528
Interest expense		(16,068	)		(17,477	)		(26,708	)		(34,333	)
Other income (expense), net		443			(1,044	)		595			(1,555	)
Total other income (expense)		13,374			(5,042	)		23,578			(12,360	)
Income (loss) before income taxes		(260,592	)		187,394			(67,675	)		331,589
Income tax expense		49,868			67,146			116,041			118,047
Net Income (Loss)	$	(310,460	)	$	120,248		$	(183,716	)	$	213,542
Basic Net Income (Loss) per Share	$	(2.30	)	$	.89		$	(1.36	)	$	1.58
Basic Weighted average shares outstanding		135,252			134,969			135,127			134,969
Diluted Net Income (Loss) per Share	$	(2.30	)	$	.89		$	(1.36	)	$	1.58
Diluted Weighted average shares outstanding		135,252			134,969			135,127			134,969

MasterCard Incorporated – Page 6

MASTERCARD INCORPORATED

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	June 30,     2006			December 31,     2005
	(In thousands, except share data)
ASSETS
Cash and cash equivalents	$	1,209,856		$	545,273
Investment securities, at fair value:
Trading		17,824			22,472
Available-for-sale		853,592			714,147
Accounts receivable		410,321			347,754
Settlement due from members		241,230			211,775
Restricted security deposits held for members		111,168			97,942
Prepaid expenses		185,577			167,209
Other current assets		132,200			121,326
Total Current Assets		3,161,768			2,227,898
Property, plant and equipment, at cost (less accumulated depreciation of $392,322 and $373,319)		227,900			230,614
Deferred income taxes		229,085			225,034
Goodwill		208,131			196,701
Other intangible assets (less accumulated amortization of $309,034 and $272,913)		272,310			273,854
Municipal bonds held-to-maturity		193,940			194,403
Prepaid expenses		198,331			201,132
Other assets		150,474			150,908
Total Assets	$	4,641,939		$	3,700,544
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	202,816		$	185,021
Settlement due to members		205,688			175,021
Restricted security deposits held for members		111,168			97,942
Obligations under U.S. merchant lawsuit and other litigation settlements — current		212,630			189,380
Accrued expenses		754,768			850,657
Other current liabilities		76,353			58,682
Total Current Liabilities		1,563,423			1,556,703
Deferred income taxes		64,408			61,188
Obligations under U.S. merchant lawsuit and other litigation settlements		436,484			415,620
Long-term debt		229,580			229,489
Other liabilities		226,418			263,776
Total Liabilities		2,520,313			2,526,776
Commitments and Contingencies
Minority interest		4,620			4,620
Stockholders’ Equity
Class A common stock, $.0001 par value; authorized 3,000,000,000 shares, 79,631,922 and no shares issued and outstanding, respectively		8			—
Class B common stock, $.0001 par value; authorized 1,200,000,000 shares, 55,337,407 and 134,969,329 shares issued and outstanding, respectively		6			14
Class M common stock, $.0001 par value, authorized 1,000,000 shares, 1,572 and no shares issued and outstanding, respectively		—			—
Additional paid-in capital		3,302,298			974,605
Retained earnings (accumulated deficit)		(1,263,102	)		145,515
Accumulated other comprehensive income, net of tax:
Cumulative foreign currency translation adjustments		87,290			50,818
Net unrealized loss on investment securities available-for-sale		(6,835	)		(2,543	)
Net unrealized gain (loss) on derivatives accounted for as hedges		(2,659	)		739
Total accumulated other comprehensive income, net of tax		77,796			49,014
Total Stockholders’ Equity		2,117,006			1,169,148
Total Liabilities and Stockholders’ Equity	$	4,641,939		$	3,700,544

MasterCard Incorporated – Page 7

MASTERCARD INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Six Months Ended June 30,
	2006			2005
	(In thousands)
Operating Activities
Net income (loss)	$	(183,716	)	$	213,542
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		49,913			57,096
Charitable contribution of common stock to the MasterCard Foundation		394,785			—
Stock-based compensation expense		6,825			—
Impairment of assets		428			1,348
Deferred income taxes		(7,370	)		(12,156	)
Other		4,537			4,437
Changes in operating assets and liabilities:
Trading securities		4,648			4,012
Accounts receivable		(57,398	)		(39,854	)
Settlement due from members		(16,842	)		(4,648	)
Prepaid expenses		(14,295	)		14,587
Other current assets		(5,082	)		(1,091	)
Prepaid expenses, non-current		3,998			(2,520	)
Accounts payable		15,818			(3,538	)
Settlement due to members		20,014			1,086
Litigation settlement accruals, including accretion of imputed interest		44,114			8,187
Accrued expenses		(85,614	)		(37,643	)
Net change in other assets and liabilities		8,818			(5,566	)
Net cash provided by operating activities		183,581			197,279
Investing Activities
Purchases of property, plant and equipment		(15,670	)		(18,925	)
Capitalized software		(15,886	)		(22,024	)
Purchases of investment securities available-for-sale		(1,506,806	)		(1,265,993	)
Proceeds from sales and maturities of investment securities available-for-sale		1,356,768			1,320,205
Other investing activities		(1,403	)		(265	)
Net cash provided by (used in) investing activities		(182,997	)		12,998
Financing Activities
Cash received from sale of common stock, net of issuance costs		2,449,910			—
Cash payment for redemption of common stock		(1,799,937	)		—
Net cash provided by financing activities		649,973			—
Effect of exchange rate changes on cash and cash equivalents		14,026			(19,192	)
Net increase in cash and cash equivalents		664,583			191,085
Cash and cash equivalents — beginning of period		545,273			328,996
Cash and cash equivalents — end of period	$	1,209,856		$	520,081

MasterCard Incorporated – Page 8

MASTERCARD INCORPORATED OPERATING PERFORMANCE

	For the 3 Months ended June 30, 2006
	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 MasterCard Credit, Charge and Debit Programs
South Asia / Middle East Africa	$	7	49.4	%	$	4	35.2	%	68	$	3	78.7	%	25	20	23	0.7
Asia / Pacific		70	10.1	%		40	16.0	%	510		30	3.1	%	135	136	149	6.9
Europe		127	14.2	%		94	14.1	%	1,232		34	14.4	%	222	126	139	8.1
Latin America		29	26.9	%		14	30.6	%	316		15	23.8	%	112	66	79	2.1
Canada		19	13.8	%		16	15.6	%	193		3	3.7	%	5	27	33	0.7
United States		232	17.9	%		182	18.6	%	2,741		50	15.5	%	240	317	372	6.3
Worldwide		485	16.4	%		351	17.5	%	5,059		135	13.6	%	738	692	796	24.9
MasterCard Credit and Charge Programs
United States		154	8.8	%		129	9.7	%	1,483		25	4.6	%	16	232	282
Worldwide		362	12.0	%		279	13.6	%	3,469		83	6.9	%	283	563	655
MasterCard Debit Programs
United States		78	41.2	%		54	47.5	%	1,258		24	29.3	%	224	84	90
Worldwide		124	31.8	%		72	36.0	%	1,591		52	26.4	%	455	130	141

Note that columns in the table above may not add due to rounding; growth represents change from the comparable year-ago period.

Footnote

Set forth above is information regarding the performance results for the three month period ended June 30, 2006 for the payment programs of MasterCard International Incorporated and MasterCard Europe sprl (collectively, “MasterCard”), the principal operating subsidiaries of MasterCard Incorporated.

The table sets 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.

Debit transactions on Maestro^® and Cirrus^® -branded cards, Mondex^® transactions and other branded transactions 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 (including PIN point-of-sale) 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 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 Personal Identification Number (PIN).

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.

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.

Volumes for the period indicated in the table 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 of PIN point-of-sale volumes.

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 table includes information with respect to MasterCard-branded transactions that are not processed by MasterCard and transactions for which MasterCard does not earn significant revenues.

MasterCard Incorporated – Page 9

Reconciliation to Net Income (Loss) and Earnings (Loss) Per Share

	For the three months ended June 30, 2006								For the six months ended June 30, 2006
($ million)	Actual			Special Items		As Adjusted			Actual			Special Items		As Adjusted
Revenue	$	846		—		$	846		$	1,585		—		$	1,585
General Admin. and Litigation		388		23	a		365			736		23	a		713
Advertising and Marketing		307		—			307			490		—			490
Charitable Contributions		400		395	b		5	c		400		395	b		5	c
Operating Income (Loss)		(274	)	418			144			(91	)	418			327
Investment Income		29		(7	) d		22			50		(7	) d		43
Net Income (Loss)		(310	)	411	e		101			(184	)	411	e		227
Earnings (Loss) Per Share		(2.30	)	3.04 e			0.74			(1.36	)	3.04	e		1.68

^a Litigation settlements

^b Contribution of stock to the MasterCard Foundation

^c Contribution of cash to the MasterCard Foundation

^d Interest income on IPO proceeds held for redemption

^e Net tax effect of all special items is negligible

Reconciliation to Effective Tax Rate

($ million)	GAAP Actual			GAAP Effective Tax Rate		Stock Donation		Non- GAAP Adjusted		Non- GAAP Effective Tax Rate
Three months ended June 30, 2006:
Income (Loss) before income taxes	$	(261	)	19.1	%	$	395	$	134	33.6	%
Income tax expense a		50							45
Net Income (Loss)	$	(311	)					$	89
Six months ended June 30, 2006:
Income (Loss) before income taxes	$	(68	)	171.5	%	$	395	$	327	34.0	%
Income tax expense a		116							111
Net Income (Loss)	$	(184	)					$	216

^a Income tax expense has been calculated with and without the impact of the stock donation

For more information about these reconciliations, refer to MasterCard Incorporated’s Form 8-K filed with the Securities and Exchange Commission on August 2, 2006.

###

EX-99.2

MasterCard

Incorporated

2

nd

Quarter

2006

Financial

Results

Conference

Call

August 2, 2006

Exhibit 99.2

2

2nd Quarter Financial Results

•

Completed initial public offering in late May

•

Made contributions to MasterCard Foundation

•

Delivered solid performance on a business-as-usual basis:

–

Earnings per share of $0.74, excluding special items

–

Loss per share of $2.30, including special items

•

Achieved strong revenue growth primarily due to higher gross dollar volume

and processed transactions, and restructured pricing

•

Achieved operating margin of 17.0% as-adjusted, in spite of:

–

Conversion of a large debit card portfolio

–

World Cup sponsorship and promotions expenses

•

Strengthened

already

solid

financial

position

-

$2.1

billion

of

cash,

cash

equivalents

and

available-for-sale

securities

at

quarter

end

3

2nd Quarter Selected Financial Performance

($ in Millions, except percentage and per share data)

17.0%

–

(32.4%)

Operating Margin

9.7%

–

9.7%

Revenue Growth

101

411

e

(310)

Net Income (Loss)

0.74

3.04

e

(2.30)

Basic and Diluted EPS

307

–

307

Advertising and Marketing

22

(7)

d

29

Investment Income

365

23

a

388

General Admin. and Litigation

144

418

(274)

Operating Income (Loss)

5

395

b

400

Charitable Contributions

$

846

–

$

846

Net Revenue

As

Adjusted

Special

Items

GAAP

Actual

a.

Litigation settlements

b.

Contribution of stock to the MasterCard

Foundation

c.

Contribution of cash to the MasterCard Foundation

d.   Interest Income on IPO proceeds held for redemption

e.   Net tax effect of all special items is negligible

4

MasterCard Branded Volume 

Second Quarter 2006

Note: columns may not add due to rounding

17.9

17.9

232

United States

16.4

16.7

485

Worldwide

10.1

10.4

70

Asia Pacific

13.8

25.9

19

Canada

49.4

47.9

7

SAMEA

26.9

28.7

29

Latin America

14.2

13.0

127

Europe

Local

Currency

U.S.

Dollar

Actual

($  Billions)

% Year-Over-Year Growth

5

2

nd

Quarter Revenue -

Assessments

($ in Millions)

$234

$283

$0

$50

$100

$150

$200

$250

$300

2Q05

2Q06

20%

30%

40%

50%

60%

70%

80%

Net Assessment Fees

Net Assessment Fees as a % of Gross Assessment Fees

•

Net assessments down $49 or

17.3% year-over-year

•

Gross assessments increased

$35 or 8.6%.  Key drivers

include:

–

GDV increases

–

Restructured pricing,

primarily

a $33

reclassification to

operations fees (offsets

gross assessments)

•

Net assessments as % of gross

assessments declined due to an

increase in incentives primarily

from:

–

Debit card portfolio

conversion

–

New and renewed

customer and merchant

agreements

6

2

nd

Quarter Revenue -

Operations Fees

($ in Millions)

•

Net operations fees up $123 or

25.2% year-over-year

•

Gross operations fees

increased $152 or 29.1%.  Key

drivers include increases in:

–

Processed transactions

–

Gross dollar volume

–

Restructured pricing,

including $33

reclassification from

assessments

•

Net operations fees as % of

gross operations fees declined

due to an increase in rebates

primarily from consolidation of

major customers and the impact

of restructured pricing

$612

$489

$0

$100

$200

$300

$400

$500

$600

$700

2Q05

2Q06

85%

88%

91%

94%

97%

100%

Net Operations Fees

Net Operations Fees as a % of Gross Operations Fees

7

$319

$365

$232

$307

$29

$25

$23

$400

$0

$100

$200

$300

$400

$500

2nd Quarter 2005

2nd Quarter 2006

General & Administrative

Advertising & Marketing

Depreciation & Amortization

Litigation Settlements

Charitable Contributions

2

nd

Quarter Operating Expenses

($ in Millions)

•

G&A up $46 or 14.4% year-

over-year primarily due to

increases in personnel to

support strategic initiatives

•

A&M increased $75 or

32.6% primarily due to the

2006 World Cup

•

Litigation settlements

represent increased

reserves for ongoing

litigation

•

Charitable contributions of

$395 in common shares

and $5 in cash to the

MasterCard Foundation

8

Balance Sheet/Cash Flow Statement

Highlights

•

Cash, cash equivalents and available-for-sale securities of $2.1 billion

•

Equity at $2.1 billion

•

Accounts receivable increased $63 million primarily due to a pricing

change

in Europe as well as volume increases

•

Accrued expenses decreased $96 million primarily due to the payment of

year-end personnel, advertising and incentive accruals

•

Obligations under the U.S. Merchant Lawsuit and other litigation

settlements increased $44 million due to litigation settlement accruals and

interest accretion

•

Generated $184 million in cash flow from operations during the six months

ended June 30, 2006

9

Third Quarter Items for Consideration                         

($ in Millions)

3Q05 Items:

Adjustment to method of accounting for

cash-based award plan         

(reported as General & Administrative expense)

($19)

Currency Conversion Reserve

(reported as Litigation Settlements expense)

($48)

Customer breach of business agreement

(reported as Other Income)

$18

Pre-Tax

Income (Expense)

11

Appendix A:

Operating Information Footnotes

Set forth on the following pages are tables that provide information regarding the performance results for the three and six

month periods ended June 30, 2006 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 are

tables that provide information regarding MasterCard’s payment programs for the years ended December 31,

2005 and 2004, in each case restated to present the information on the same basis as the information in the tables for the

three and six month periods ended June 30, 2006.

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.

Debit

transactions

on

Maestro®

and

Cirrus®

-branded

cards,

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

(including

PIN

point-of-sale)  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 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

Personal

Identification

Number (PIN).

12

Appendix A:

Operating Information Footnotes (cont.)

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.

Volumes for the periods indicated in the following tables 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 of PIN point of sale volumes.  Prior

periods have been adjusted to ensure comparability.

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.

Note

that

the

columns

in

the

tables

may

not

add

due

to

rounding.

Growth

represents

change

from

the

comparable

year-ago

period.

13

Appendix A: Operating Information (cont.)

All MasterCard Credit, 

GDV

Growth

Purchase

Volume

Growth

Purchase

Transactions

Cash

Volume

Growth

Cash

Transactions

Accounts

Cards

Charge and Debit Programs

(Billions)

(Local)

(Billions)

(Local)

(Millions)

(Billions)

(Local)

(Millions)

(Millions)

(Millions)

South Asia / Middle East Africa

$14

51.2%

$9

34.4%

132

$5

89.1%

46

20

23

Asia / Pacific

138

8.9%

78

15.2%

987

60

1.8%

266

136

149

Europe

240

14.8%

177

14.6%

2,363

63

15.2%

421

126

139

Latin America

58

27.4%

27

30.8%

610

31

24.5%

218

66

79

Canada

35

15.4%

30

16.9%

360

5

7.8%

9

27

33

United States

437

15.6%

341

16.8%

5,084

97

11.9%

446

317

372

Worldwide

922

15.4%

660

16.7%

9,535

261

12.3%

1,408

692

796

MasterCard Credit and Charge Programs

United States

296

8.2%

244

9.5%

2,813

52

2.4%

32

232

282

Worldwide

694

11.8%

529

13.6%

6,625

165

6.2%

556

563

655

MasterCard Debit Programs

United States

142

35.0%

97

40.0%

2,271

45

25.2%

414

84

90

Worldwide

228

28.2%

131

31.1%

2,910

96

24.4%

851

130

141

For the 6 Months ended June 30, 2006

All MasterCard Credit, 

GDV

Growth

Purchase

Volume

Growth

Purchase

Transactions

Cash

Volume

Growth

Cash

Transactions

Accounts

Cards

Charge and Debit Programs

(Billions)

(Local)

(Billions)

(Local)

(Millions)

(Billions)

(Local)

(Millions)

(Millions)

(Millions)

South Asia / Middle East Africa

$9

30.0%

$6

24.5%

104

$3

44.5%

24

13

15

Asia / Pacific

127

7.0%

69

15.6%

841

59

-1.6%

206

123

136

Europe

218

12.8%

161

14.4%

2,149

57

8.4%

380

106

118

Latin America

43

35.6%

19

31.4%

490

24

39.0%

188

54

65

Canada

28

14.4%

24

15.9%

319

4

7.2%

9

24

30

United States

378

14.0%

292

16.4%

4,279

86

6.6%

387

294

351

Worldwide

804

13.7%

571

16.3%

8,180

233

7.8%

1,194

612

715

MasterCard Credit and Charge Programs

United States

273

4.5%

223

8.1%

2,653

51

-8.8%

33

229

281

Worldwide

625

8.0%

469

12.1%

5,977

156

-2.7%

493

517

608

MasterCard Debit Programs

United States

105

49.5%

69

54.8%

1,626

36

40.1%

354

65

70

Worldwide

179

39.0%

101

40.2%

2,203

78

37.3%

701

96

107

For the 6 Months ended June 30, 2005

14

Appendix A: Operating Information (cont.)

All MasterCard Credit, 

GDV

Growth

Purchase

Volume

Growth

Purchase

Transactions

Cash

Volume

Growth

Cash

Transactions

Accounts

Cards

Charge and Debit Programs

(Billions)

(Local)

(Billions)

(Local)

(Millions)

(Billions)

(Local)

(Millions)

(Millions)

(Millions)

South Asia / Middle East Africa

$5

34.3%

$3

24.8%

54

$2

59.4%

13

13

15

Asia / Pacific

64

6.6%

35

15.4%

433

29

-2.4%

106

123

136

Europe

113

13.5%

83

14.5%

1,124

29

11.0%

202

106

118

Latin America

23

36.0%

10

31.2%

258

13

40.1%

98

54

65

Canada

15

15.6%

13

17.1%

172

2

8.0%

5

24

30

United States

197

15.0%

154

18.4%

2,253

43

4.3%

203

294

351

Worldwide

416

14.4%

298

17.3%

4,294

118

7.6%

627

612

715

MasterCard Credit and Charge Programs

United States

142

5.2%

117

10.0%

1,396

24

-13.3%

16

229

281

Worldwide

322

8.6%

245

13.2%

3,135

77

-3.8%

257

517

608

MasterCard Debit Programs

United States

55

50.9%

36

56.7%

857

19

40.8%

187

65

70

Worldwide

94

40.2%

53

41.3%

1,159

41

38.7%

370

96

107

For the 3 Months ended June 30, 2005

All MasterCard Credit, 

GDV

Growth

Purchase

Volume

Growth

Purchase

Transactions

Cash

Volume

Growth

Cash

Transactions

Accounts

Cards

Charge and Debit Programs

(Billions)

(Local)

(Billions)

(Local)

(Millions)

(Billions)

(Local)

(Millions)

(Millions)

(Millions)

South Asia / Middle East Africa

$22

39.9%

$14

28.3%

228

$7

70.3%

59

16

18

Asia / Pacific

262

8.7%

142

15.0%

1,773

120

2.0%

456

132

144

Europe

453

13.5%

334

13.7%

4,530

119

12.8%

795

116

129

Latin America

98

32.3%

44

31.2%

1,073

54

33.3%

398

62

74

Canada

61

13.7%

52

16.0%

684

9

1.7%

19

25

32

United States

794

11.6%

617

14.5%

9,000

176

2.3%

769

297

351

Worldwide

1,690

13.0%

1,205

15.1%

17,287

485

8.1%

2,496

648

749

MasterCard Credit and Charge Programs

United States

576

5.1%

472

9.0%

5,596

103

-9.7%

67

227

276

Worldwide

1,313

9.3%

993

12.6%

12,668

321

0.3%

1,048

540

630

MasterCard Debit Programs

United States

218

33.3%

145

37.1%

3,404

73

26.3%

702

69

75

Worldwide

376

28.1%

212

28.4%

4,619

164

27.7%

1,447

107

118

For the Year ended December 31, 2005

15

Appendix A: Operating Information (cont.)

All MasterCard Credit, 

GDV

Growth

Purchase

Volume

Growth

Purchase

Transactions

Cash

Volume

Growth

Cash

Transactions

Accounts

Cards

Charge and Debit Programs

(Billions)

(Local)

(Billions)

(Local)

(Millions)

(Billions)

(Local)

(Millions)

(Millions)

(Millions)

South Asia / Middle East Africa

$15

27.7%

$11

26.4%

186

$4

31.5%

39

11

13

Asia / Pacific

234

2.2%

120

14.9%

1,549

114

-8.4%

374

118

131

Europe

398

14.1%

293

15.3%

4,051

105

11.0%

739

99

111

Latin America

69

33.4%

31

27.9%

843

39

38.2%

325

46

57

Canada

50

13.5%

42

13.9%

605

8

11.5%

18

23

28

United States

712

11.7%

539

12.2%

7,723

172

10.1%

621

278

337

Worldwide

1,478

11.8%

1,035

14.0%

14,957

443

6.8%

2,116

575

678

MasterCard Credit and Charge Programs

United States

548

6.4%

433

8.5%

5,219

115

-1.1%

75

216

271

Worldwide

1,186

8.9%

870

12.5%

11,392

315

0.0%

956

486

578

MasterCard Debit Programs

United States

164

34.2%

106

30.2%

2,504

58

42.1%

546

62

66

Worldwide

292

25.1%

165

22.6%

3,566

127

28.5%

1,161

89

100

For the Year ended December 31, 2004

16

Appendix B:

New Ownership Structure

($ in thousands)

December 31, 2005

June 30, 2006

49,014

77,796

Accumulated other comprehensive income, net of tax

$

1,169,148

$   2,117,006

Total Stockholders’

Equity

145,515

(1,263,102)

5

Retained earnings (accumulated deficit)

974,605

3

3,302,298

4

Additional paid-in capital

-

3

-

Class M common stock, $.0001 par value

14

3

6

2

Class B common stock, $.0001 par value

$

-

3

$

8

1

Class A common stock, $.0001 par value

Stockholders’

equity:

1

IPO share issuance

2

Reduced for share redemption

3

Restated

to

give

effect

to

the

reclassification

of

common

stock

immediately

prior

to

the

IPO

4

Increased by $2,449,903 for IPO proceeds, $394,784 for charitable donation and $58,034 for stock based compensation,           

less $575,028 for stock redemptions

5

Decreased

by

$1,224,901

for

the

redemption

and

$183,716

YTD

net

loss

17