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, 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 November 1, 2006, MasterCard Incorporated (“MasterCard” or the “Company”) issued a press release announcing financial results for its third quarter ended September 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 financial measures that do not conform to generally accepted accounting principles in the United States (“GAAP”):

• Information regarding its expenses, income and earnings per share for the three month period ended September 30, 2005 and for the nine month periods ended September 30, 2006 and 2005 that exclude charges associated with the establishment of reserves recorded for litigation settlements. MasterCard’s management believes that because these settlements were special items, this information facilitates an understanding of MasterCard’s operating performance and also facilitates a meaningful comparison of its results between periods.

• Information regarding its expenses, income and earnings per share for the three and nine month periods ended September 30, 2005 that exclude charges associated with a one-time adjustment to reflect an accounting methodology change for cash-based executive incentive plans. MasterCard’s management believes that this information facilitates an understanding of MasterCard’s operating performance and also facilitates a meaningful comparison of its results between periods.

• Information regarding its income and earnings per share for the nine month period ended September 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 a meaningful comparison of MasterCard’s results between periods.

• Information regarding its expenses, income, earnings per share and effective tax rate for the nine month period ended September 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 simultaneous 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 an understanding of MasterCard’s operating performance and also facilitates a 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 November 1, 2006, the Company will host a conference call to discuss its third 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 November 1, 2006.
99.2	Presentation of MasterCard Incorporated, dated November 1, 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: November 1, 2006	By	/s/ Noah J. Hanft
		Noah J. Hanft
		General Counsel and Secretary

EX-99.1

Exhibit 99.1

MasterCard Incorporated Reports

Third-Quarter Financial Results

• Net income of $1.42 per share, or $193 million

• Net revenues up 13.9% to $902 million

• Gross dollar volume up 15.0%, purchase volume up 17.2%

Purchase, NY, November 1, 2006 – MasterCard Incorporated (NYSE:MA) today announced financial results for the third quarter of 2006. The company reported net income of $193 million, or $1.42 per share. Net revenues for the quarter were $902 million, a 13.9% increase versus the same period in 2005. Currency fluctuations (driven by the movement of the euro relative to the US dollar) contributed approximately 1% of the increase in revenues for the quarter.

Fueling the higher revenue in the third quarter was growth in MasterCard’s gross dollar volume (GDV), which increased 15.0%, on a local currency basis, to $502 billion; an 18.9% 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 17.2%, on a local currency basis, during the quarter to $365 billion driven by increased cardholder spending on a growing number of MasterCard cards. As of September 30, 2006, the company’s customers had issued 818 million MasterCard cards, an increase of 12.6% percent over the same period in 2005.

“These strong results underscore our success in displacing paper-based forms of payment in all corners of the globe in the face of a highly competitive payments market,” said Robert W. Selander, MasterCard president and chief executive officer. “This marks the twelfth consecutive quarter of double-digit purchase volume growth and the tenth consecutive quarter of double-digit GDV growth. Over our forty year history, we have invested heavily in our global brand and payments network. We believe that merchants, consumers, corporations and governments have recognized the convenient and secure electronic payment solutions which this investment has enabled.

“With our unified global organization and our unique structure as a franchisor, processor and advisor, we are focusing our efforts full time on delivering value-added products and services that enhance the profitability of our customers’ businesses, and provide innovative programs that meet and exceed their cardholders’ and merchants’ needs,” Selander said. “At the same time, we recognize that results are best delivered locally, and our structure allows us to develop solutions that work for our customers wherever, and however, they do business.”

-more-

MasterCard Incorporated – Page 2

Total operating expenses decreased 2.6% to $627 million during the quarter compared to the same period in 2005. Excluding the year-ago impact of litigation settlements and an adjustment to reflect an accounting methodology change for cash-based executive incentive plans, operating expenses increased 8.8%. This was primarily driven by an increase in personnel costs related to the hiring of additional staff to support the company’s customer-focused strategy; a severance expense resulting from an update in plan estimates; and higher professional fees related to legal costs to defend outstanding litigation. As expected, advertising and market development expenses decreased 4.6% to $209 million versus the year-ago period due to higher spending for the 2006 FIFA World Cup earlier in the year. Currency fluctuations contributed approximately 1% of the increase in expenses for the quarter. Total operating expenses, excluding special items, is a non-U.S. GAAP financial measure that is reconciled to the most directly comparable U.S. GAAP measure in the accompanying financial tables.

Total other income was $17 million in the third quarter 2006 versus $16 million in the third quarter of 2005. The increase was driven primarily by interest income from higher cash balances related to proceeds received from the company’s May 2006 initial public offering. This increase was offset by a gain the company recorded in 2005 from the settlement of a contractual dispute.

Chris A. McWilton, MasterCard’s chief financial officer, noted that “In our first full quarter as a publicly listed company, MasterCard delivered strong revenue and earnings growth while further improving operating margins. The third-quarter results continue to demonstrate the strength of our business model and the momentum within the overall payments industry. These results are particularly notable when measured against last year’s strong third-quarter performance.”

Year-to-Date 2006 Results

For the nine months ended September 30, 2006, MasterCard reported net income of $9 million, or $0.07 per share. Excluding the impact of special items, the company reported net income of $420 million, or $3.11 per share.

Special items, each of which occurred in the second quarter of 2006, included:

• A $395 million non-cash expense resulting from the donation of approximately 13.5 million shares of Class A common stock to the MasterCard Foundation that occurred simultaneously with the company’s IPO, which was 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, as well as total operating expenses discussed below, each of which exclude special items, are non-U.S. GAAP financial measures that are reconciled to their most directly comparable U.S. GAAP measures in the accompanying financial tables.

MasterCard Incorporated – Page 3

Net revenues for the nine months ended September 30, 2006 were $2.5 billion, an 11.9% increase versus the same period in 2005. Currency fluctuations had a negligible impact on revenues during this period.

Total operating expenses increased 33.2% to $2.3 billion for the nine-month period compared to the same period in 2005. Excluding the impact of the charitable contribution to the MasterCard Foundation, litigation settlements, and the incentive plan accounting methodology change mentioned above, total operating expenses increased 13.4% due to increased personnel costs, professional fees and sponsorship costs related to the 2006 FIFA World Cup. Currency fluctuations had a negligible impact on operating expenses during this period.

Total other income was $41 million for the nine-month period versus $4 million for the same period in 2005. This change was driven by a $45 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. In addition, $3 million was due to lower interest accretion relating to the U.S. merchant lawsuit settlement.

MasterCard’s effective tax rate of 95.9% for the nine months ended September 30, 2006 includes the impact of a non-deductible, charitable stock contribution to the MasterCard Foundation. Excluding this impact, the company’s tax rate would have been 34.6% vs. 35.5% for the same period in 2005. The company’s effective tax rate, excluding the impact of the share donation, is a non-U.S. GAAP financial measure that is reconciled to the most directly comparable U.S. GAAP measure in the accompanying financial tables.

Third Quarter Results Conference Call Details

On Wednesday, November 1, the company will host a conference call to discuss its third quarter financial results at 9:00 a.m. EST.

The dial-in information for this call is 866-314-9013 (within the US) and 617-213-8053 (outside the US) and the passcode is 60238634. A replay of the call will be available for one week following the meeting. The replay can be accessed by dialing 888-286-8010 (within the US) and 617-801-6888 (outside the US) and using passcode 52185218.

The live call and the replay, along with supporting materials, can also be accessed through the Investor Relations section of the company’s website at 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 ability to displace paper-based forms of payment throughout the globe;

• the company’s ability to continually invest in its brand and payments network;

• the company’s ability to provide convenient and secure electronic payment solutions;

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

• the company’s ability to provide innovative programs that meet or exceed cardholders’ and merchants’ needs; and

• the company’s continued strong revenue and earnings growth, improving operating margins and the strong momentum of its business model.

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 BALANCE SHEETS (UNAUDITED)

	September 30, 2006			December 31, 2005
	(In thousands, except share data)
ASSETS
Cash and cash equivalents	$	1,421,139		$	545,273
Investment securities, at fair value:
Trading		18,658			22,472
Available-for-sale		884,617			714,147
Accounts receivable		444,946			347,754
Settlement due from members		237,049			211,775
Restricted security deposits held for members		113,835			97,942
Prepaid expenses		153,866			167,209
Other current assets		84,336			121,326
Total Current Assets		3,358,446			2,227,898
Property, plant and equipment, at cost (less accumulated depreciation of $214,530 and $373,319)		240,315			230,614
Deferred income taxes		239,877			225,034
Goodwill		210,308			196,701
Other intangible assets (less accumulated amortization of $297,844 and $272,913)		268,688			273,854
Municipal bonds held-to-maturity		193,465			194,403
Prepaid expenses		206,911			201,132
Other assets		153,940			150,908
Total Assets	$	4,871,950		$	3,700,544
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	193,153		$	185,021
Settlement due to members		201,353			175,021
Restricted security deposits held for members		113,835			97,942
Obligations under U.S. merchant lawsuit and other litigation settlements — current		117,400			189,380
Accrued expenses		852,038			850,657
Other current liabilities		76,908			58,682
Total Current Liabilities		1,554,687			1,556,703
Deferred income taxes		64,071			61,188
Obligations under U.S. merchant lawsuit and other litigation settlements		447,287			415,620
Long-term debt		229,588			229,489
Other liabilities		251,509			263,776
Total Liabilities		2,547,142			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, 1,568 and no shares issued and outstanding, respectively		—			—
Additional paid-in capital		3,296,698			974,605
Retained earnings (accumulated deficit)		(1,070,098	)		145,515
Accumulated other comprehensive income, net of tax:
Cumulative foreign currency translation adjustments		96,007			50,818
Net unrealized loss on investment securities available-for-sale		(1,880	)		(2,543	)
Net unrealized gain (loss) on derivatives accounted for as hedges		(553	)		739
Total accumulated other comprehensive income, net of tax		93,574			49,014
Total Stockholders’ Equity		2,320,188			1,169,148
Total Liabilities and Stockholders’ Equity	$	4,871,950		$	3,700,544

MasterCard Incorporated – Page 6

MASTERCARD INCORPORATED

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2006			2005			2006			2005
	(In thousands, except per share data)
Revenues, net	$	901,969		$	791,605		$	2,486,911		$	2,221,710
Operating Expenses
General and administrative		392,883			350,064			1,105,881			975,867
Advertising and market development		209,187			219,190			698,936			622,447
Litigation settlements		—			48,188			23,250			48,188
Charitable contributions to the MasterCard Foundation		—			—			400,285			—
Depreciation and amortization		25,139			26,270			75,052			83,366
Total operating expenses		627,209			643,712			2,303,404			1,729,868
Operating income		274,760			147,893			183,507			491,842
Other Income (Expense)
Investment income, net		34,398			16,084			84,089			39,612
Interest expense		(16,757	)		(17,573	)		(43,465	)		(51,906	)
Other income (expense), net		(292	)		17,553			303			15,998
Total other income		17,349			16,064			40,927			3,704
Income before income taxes		292,109			163,957			224,434			495,546
Income tax expense		99,105			57,872			215,146			175,919
Net Income	$	193,004		$	106,085		$	9,288		$	319,627
Basic Net Income per Share	$	1.42		$	.79		$	.07		$	2.37
Basic Weighted average shares outstanding		135,684			134,969			135,312			134,969
Diluted Net Income per Share	$	1.42		$	.79		$	.07		$	2.37
Diluted Weighted average shares outstanding		136,134			134,969			135,511			134,969

MasterCard Incorporated – Page 7

MASTERCARD INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Nine Months Ended September 30,
	2006			2005
	(In thousands)
Operating Activities
Net income	$	9,288		$	319,627
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		75,052			83,366
Charitable contribution of common stock to the MasterCard Foundation		394,785			—
Share based payments		13,372			—
Deferred income taxes		18,962			(55,162	)
Other		7,440			8,261
Changes in operating assets and liabilities:
Trading securities		3,814			4,502
Accounts receivable		(90,419	)		(84,937	)
Settlement due from members		(10,589	)		14,561
Prepaid expenses		18,146			(22,761	)
Other current assets		9,503			552
Prepaid expenses, non-current		(4,253	)		(92,229	)
Accounts payable		5,695			735
Settlement due to members		13,890			(13,739	)
Litigation settlement accruals, including accretion of imputed interest		(40,313	)		68,286
Accrued expenses		1,026			125,226
Net change in other assets and liabilities		21,384			(7,861	)
Net cash provided by operating activities		446,783			348,427
Investing Activities
Purchases of property, plant and equipment		(38,599	)		(27,604	)
Capitalized software		(24,338	)		(29,860	)
Purchases of investment securities available-for-sale		(2,525,682	)		(2,172,562	)
Proceeds from sales and maturities of investment securities available-for-sale		2,349,978			2,102,454
Other investing activities		(881	)		861
Net cash used in investing activities		(239,522	)		(126,711	)
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		18,632			(19,724	)
Net increase in cash and cash equivalents		875,866			201,992
Cash and cash equivalents — beginning of period		545,273			328,996
Cash and cash equivalents — end of period	$	1,421,139		$	530,988

MasterCard Incorporated – Page 8

MASTERCARD INCORPORATED OPERATING PERFORMANCE

	For the 3 Months ended September 30, 2006
All MasterCard Credit, Charge and 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)
Asia / Pacific	$	70	6.1	%	$	42	17.3	%	546	$	29	-6.8	%	138	140	153	7.1
Canada		19	13.0	%		17	13.7	%	199		3	9.1	%	5	28	33	0.7
Europe		135	12.9	%		99	13.3	%	1,280		36	12.0	%	228	132	145	7.6
Latin America		31	25.2	%		15	27.6	%	336		16	23.1	%	115	70	83	2.2
South Asia / Middle East Africa		8	44.6	%		5	33.4	%	73		3	65.1	%	28	22	25	0.7
United States		238	17.3	%		187	18.6	%	2,892		51	12.5	%	245	325	380	6.5
Worldwide		502	15.0	%		365	17.2	%	5,327		138	9.5	%	759	716	818	24.8
MasterCard Credit and Charge Programs
United States		155	5.0	%		129	6.6	%	1,505		26	-2.2	%	17	236	285
Worldwide		370	8.7	%		287	11.7	%	3,585		83	-0.4	%	282	578	670
MasterCard Debit Programs
United States		82	50.4	%		58	58.8	%	1,387		25	33.8	%	228	89	95
Worldwide		132	37.3	%		77	43.7	%	1,743		54	29.1	%	478	137	148
	For the 9 Months ended September 30, 2006
All MasterCard Credit, Charge and 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)
Asia / Pacific	$	209	8.0	%	$	120	16.0	%	1,533	$	89	-1.1	%	404	140	153
Canada		54	14.6	%		47	15.7	%	559		8	8.2	%	14	28	33
Europe		375	14.2	%		276	14.3	%	3,646		99	14.0	%	649	132	145
Latin America		89	26.6	%		42	29.7	%	946		47	24.0	%	333	70	83
South Asia / Middle East Africa		22	49.0	%		13	34.3	%	206		9	79.5	%	75	22	25
United States		675	16.2	%		528	17.4	%	7,977		147	12.0	%	689	325	380
Worldwide		1,424	15.3	%		1,025	16.9	%	14,866		398	11.3	%	2,164	716	818
MasterCard Credit and Charge Programs
United States		451	7.1	%		373	8.5	%	4,319		78	0.8	%	49	236	285
Worldwide		1,063	10.6	%		816	12.9	%	10,197		247	3.7	%	833	578	670
MasterCard Debit Programs
United States		224	40.2	%		155	46.5	%	3,658		69	27.8	%	641	89	95
Worldwide		361	31.7	%		210	35.9	%	4,670		151	26.3	%	1,332	137	148
	For the 3 Months ended September 30, 2005
All MasterCard Credit, Charge and 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)
Asia / Pacific	$	65	10.0	%	$	35	13.8	%	453	$	30	5.9	%	119	127	140
Canada		16	13.4	%		14	17.7	%	180		2	-6.9	%	5	25	31
Europe		116	13.8	%		85	12.8	%	1,168		31	16.6	%	207	110	124
Latin America		25	33.3	%		11	32.4	%	275		14	34.1	%	102	57	70
South Asia / Middle East Africa		6	43.1	%		4	29.2	%	57		2	79.5	%	15	14	17
United States		203	10.1	%		158	14.0	%	2,289		45	-1.9	%	191	295	346
Worldwide		431	12.7	%		307	14.6	%	4,422		124	8.2	%	638	629	726
MasterCard Credit and Charge Programs
United States		148	6.3	%		121	10.8	%	1,432		27	-10.6	%	17	228	273
Worldwide		336	10.7	%		254	13.5	%	3,252		82	3.0	%	272	527	613
MasterCard Debit Programs
United States		55	21.9	%		36	26.3	%	857		18	14.0	%	173	67	72
Worldwide		95	20.0	%		53	20.0	%	1,170		42	20.1	%	366	101	113
	For the 9 Months ended September 30, 2005
All MasterCard Credit, Charge and 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)
Asia / Pacific	$	193	8.0	%	$	104	15.0	%	1,293	$	89	0.8	%	325	127	140
Canada		44	14.1	%		37	16.6	%	498		7	2.0	%	14	25	31
Europe		334	13.2	%		246	13.9	%	3,317		88	11.2	%	587	110	124
Latin America		68	34.7	%		31	31.8	%	764		38	37.2	%	290	57	70
South Asia / Middle East Africa		15	34.7	%		10	26.1	%	161		5	57.0	%	39	14	17
United States		581	12.6	%		450	15.6	%	6,568		131	3.6	%	578	295	346
Worldwide		1,235	13.3	%		878	15.7	%	12,602		357	7.9	%	1,832	629	726
MasterCard Credit and Charge Programs
United States		421	5.1	%		344	9.0	%	4,085		77	-9.4	%	50	228	273
Worldwide		961	9.0	%		723	12.6	%	9,229		238	-0.8	%	765	527	613
MasterCard Debit Programs
United States		160	38.7	%		106	43.6	%	2,483		54	30.0	%	528	67	72
Worldwide		274	31.7	%		155	32.5	%	3,373		120	30.8	%	1,067	101	113

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

MasterCard Incorporated – Page 9

Footnote

Set forth above is information regarding the performance results for the three and nine month periods ended September 30, 2006 and September 30, 2005 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.

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, including PIN point-of-sale volumes for MasterCard-branded debit programs in the U.S. region and credit programs in the Asia/Pacific region.

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

MasterCard Incorporated – Page 10

Reconciliation to Net Income, Earnings Per Share and Total Operating Expenses

($ million)	For the three months ended September 30, 2006					For the three months ended September 30, 2005						YOY Growth
	Actual		Special Items	As Adjusted		Actual		Special Items		As Adjusted		As Adjusted
Revenue	$	902	—	$	902	$	792	—		$	792	13.9	%
General and Administrative		393	—		393		350	19	a		331	18.7	%
Advertising and Marketing		209	—		209		219	—			219	(4.6	)%
Litigation Settlements		—	—		—		48	48	b		—	NM
Charitable Contributions		—	—		—		—	—			—	NM
Depreciation and Amortization		25	—		25		27	—			27	(4.3	)%
Total operating expenses		627	—		627		644	67			577	8.8	%
Operating Income		275	—		275		148	67			215	27.9	%
Investment Income		34	—		34		16	—			16	112.5	%
Other income (expense)		—	—		—		18	(17)	c		1	NM
Net Income		193	—		193		106	33			139	38.8	%
Earnings Per Share		1.42	—		1.42		0.79	0.24			1.03	37.3	%

($ million)	For the nine months ended September 30, 2006							For the nine months ended September 30, 2005							YOY Growth
	Actual		Special Items		As Adjusted			Actual		Special Items		As Adjusted			As Adjusted
Revenue	$	2,487	—		$	2,487		$	2,222	—		$	2,222		11.9	%
General and Administrative		1,106	—			1,106			976	19	a		957		15.6	%
Advertising and Marketing		699	—			699			623	—			623		12.3	%
Litigation Settlements		23	23	b		—			48	48	b		—		NM
Charitable Contributions		400	395	d		5	e		—	—			—		NM
Depreciation and Amortization		75	—			75			83	—			83		(10.0	)%
Total operating expenses		2,303	418			1,885			1,730	67			1,663		13.4	%
Operating Income		184	418			602			492	67			559		7.7	%
Investment Income		84	(7)	f		77			40	—			40		92.5	%
Other income (expense)		—	—			—			16	(17)	c		(1	)	NM
Net Income		9	411	g		420			320	33			353		19.0	%
Earnings Per Share		0.07	3.04	g		3.11			2.37	0.24			2.61		19.0	%

^a Adjustment to reflect accounting methodology change for cash-based executive incentive plans

^b Litigation settlements

^c Gains from the settlement of a contractual dispute

^d Contribution of common stock to the MasterCard Foundation

^e Contribution of cash to the MasterCard Foundation

^f Interest income on IPO proceeds held for redemption

^g Net tax effect of special items is negligible

NM = not meaningful

Reconciliation to Effective Tax Rate

	GAAP Actual		GAAP Effective Tax Rate		Stock Donation		Non- GAAP Adjusted		Non- GAAP Effective Tax Rate
Nine months ended September 30, 2006:
Income before income taxes	$	224	95.9	%	$	395	$	619	34.6	%
Income tax expense1		215						214
Net Income	$	9					$	405

¹ Income tax expense has been calculated with and without the impact of the stock donation to the Foundation.

For more information about these reconciliations, refer to MasterCard Incorporated’s Form 8-K furnished with the Securities and Exchange Commission on November 1, 2006.

###

EX-99.2

November 1, 2006

Exhibit 99.2

rd

MasterCard Incorporated

3   Quarter 2006

Financial Results Conference Call

2

3

Quarter

Financial Results    

•

Delivered net income of $193 million and earnings per share of $1.42

•

Achieved strong revenue growth of 13.9% primarily due to:

–

Gross dollar volume growth (15.0% to $502 billion)

–

Increased processed transactions (18.9% to 4.2 billion)

–

Restructured cross-border pricing (implemented April 2006)

•

Achieved operating margin of 30.5%

•

Continued

already

solid

financial

position

-

$2.3

billion

of

cash, cash  

equivalents and available-for-sale securities at quarter end

rd

3

3

Quarter

Selected

Financial

Performance

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

(4.6)

219

209

Advertising and Market Development

(4.3)

27

25

Depreciation and Amortization

NM

-

-

Litigation Settlements

37.3

1.03

1.42

Basic and Diluted EPS

(1.4) ppts.

35.3%

33.9%

Effective Tax Rate

38.8

139

193

Net Income

18.7

331

393

General and Administrative

27.9

215

275

Operating Income

13.9

$792

$902

Net Revenue

YOY           

% Growth

Rate

3Q 2005     

adjusted for    

special items

3Q 2006

a.  See Appendix A for GAAP reconciliation of special items

a

a

a

a

a

rd

4

Note: Figures may not sum due to rounding

25.2

25.1

31

Latin America

12.9

16.7

135

Europe

13.0

21.2

19

Canada

6.1

7.8

70

Asia Pacific

17.3

17.3

238

United States

15.0

16.5

502

Worldwide

44.6

36.7

8

South Asia / Middle

East / Africa

Local

Currency

U.S.

Dollar

GDV

($  Billions)

% Year-Over-Year Growth

MasterCard Branded Volume (GDV)

Third Quarter 2006

5

$241

$278

$0

$50

$100

$150

$200

$250

$300

3Q05

3Q06

20%

30%

40%

50%

60%

70%

80%

Net Assessment Fees-

Net Assessment Fees as a % of Gross Assessment Fees--

•

Net assessments down $37 or 13.3%

•

Gross assessments increased -

$20 or 4.6% over 2005.  Key drivers

include:

–

GDV increases

–

Restructured pricing, primarily $42

reclassification to operations fees

(offsets gross assessments) -

•

Net assessments as % of -

gross

assessments-

declined

due

to

an increase in incentives

primarily from:

–

New and renewed customer and

merchant agreements

rd

3

Quarter Revenue -

Assessments

($ in Millions)

6

•

Net operations fees up $147

or 28.6%

•

Gross operations fees increased

$169 or 30.2%.  Key drivers

include increases in:

–

Processed transactions

–

GDV

–

Restructured pricing,

including $42 million

reclassification from

assessments-

•

Net operations fees as % of

gross operations fees declined

due to an increase in rebates

primarily from:

–

Consolidation of major

customers

–

Impact of restructured

pricing

$661

$514

$0

$100

$200

$300

$400

$500

$600

$700

3Q05

3Q06

85%

88%

91%

94%

97%

100%

Net Operations Fees

Net Operations Fees as a % of Gross Operations Fees

rd

3

Quarter Revenue -

Operations Fees      -

($ in Millions)

7

$0

$100

$200

$300

$400

$500

3rd Quarter 2005

3rd Quarter 2006

General & Administrative

Advertising & Marketing

Depreciation & Amortization

Litigation Settlements

Total operating expenses

decreased 2.6% to $627:

–

Adjusted for 2005 special

items, increased 8.8%

General and administrative,

increased 12.2% to $393:

–

Adjusted for 2005 special

items, increased 18.7%

–

Driven by increases in

professional fees and

personnel costs

Advertising and market

development decreased $10

or 4.6%:

–

Primarily due to focus on 

World Cup sponsorship

activities which concluded

in the beginning of 3Q06

No litigation settlements were

accrued during 3Q06

$331

a

$219

$27

$48

$393

$209

$25

a.  See Appendix A for GAAP reconciliation of special items

a

a

rd

3

Quarter Operating Expenses

($ in Millions)

8

•

Cash, cash equivalents and available-for-sale securities of $2.3 billion

•

Stockholders’

Equity at $2.3 billion

•

Accounts receivable increased $97 million primarily due to:

–

Pricing recalibration in Europe

–

Volume increases

–

An increase in VAT receivable due to timing of payments

•

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

settlements decreased $40 million due to:

–

$95 million in payments of litigation settlements

–

Offset by $55 million in accruals and interest accretion

•

Generated $447 million in cash flow from operations during the nine

months ended September 30, 2006

Balance Sheet and  

Cash Flow Statement Highlights        

9

4Q Special Items for Consideration                    

($ in Millions)

4Q05 Special Items:

Currency Conversion Reserve

(reported as Litigation Settlements expense)

($27)

Pre-Tax                

(Expense)

10

•

Grow revenue

•

Continued margin improvement

•

Deliver net income growth

•

Return on equity

Long-Term Performance Objectives    

12

a

Adjustment to reflect accounting methodology change for cash-based executive incentive plans

b

Litigation settlements

c

Gains from the settlement of a contractual dispute

($ million)

YOY Growth

Actual

Special Items

As Adjusted

Actual

Special Items

As Adjusted

As Adjusted

Revenue

$902

-

$902

$792

-

$792

13.9%

General and Administrative

                  393

-

393

                  350

19

a

331

18.7%

Advertising and Marketing

209

-

209

219

-

219

(4.6%)

Litigation Settlements

-

-

-

                    48

48

b

-

NM

Charitable Contributions

-

-

-

-

-

-

NM

Deprecation and Amortization

25

-

25

27

-

27

(4.3%)

Total operating expenses

                  627

-

627

                  644

67

                   577

8.8%

Operating Income

275

-

275

148

67

215

27.9%

Investment Income

34

-

34

16

-

16

112.5%

Other income (expense)

-

-

-

18

                       (17)

c

1

NM

Net Income

193

-

193

106

33

139

38.8%

Earnings Per Share

1.42

-

1.42

0.79

0.24

1.03

37.3%

For the three months ended September 30, 2006

For the three months ended September 30, 2005

Appendix A: GAAP Reconciliation