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 9, 2007

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 February 9, 2007, MasterCard Incorporated (“MasterCard” or the “Company”) issued a press release announcing financial results for its fourth quarter and year ended December 31, 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 operating expenses, net income and earnings per share for the three-month period and year ended December 31, 2006 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 operating expenses for the year ended December 31, 2005 that exclude charges associated with a one-time adjustment to reflect an accounting methodology change for cash-based executive incentive plans in the third quarter of 2005. 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 net income and earnings per share for the year ended December 31, 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 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 operating expenses, net income, earnings per share and effective tax rate for the year ended December 31, 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 February 9, 2007, the Company will host a conference call to discuss its fourth quarter and year ended December 31, 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 February 9, 2007.

99.2 Presentation of MasterCard Incorporated, dated February 9, 2007.

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 9, 2007	By	/s/ Noah J. Hanft
		Noah J. Hanft
		General Counsel and Secretary

EX-99.1

Exhibit 99.1

MasterCard Incorporated Reports

Fourth-Quarter and Full-Year 2006

Financial Results

• Fourth-quarter net income of $0.30 per share, or $41 million

• Fourth-quarter net revenues up 17.2% to $839 million

• Fourth-quarter gross dollar volume up 13.8%, purchase volume up 16.7%

• Quarterly dividend increase of 66.7%, up from 9 cents to 15 cents per share

Purchase, NY, February 9, 2007 – MasterCard Incorporated (NYSE:MA) today announced financial results for the fourth quarter and full-year 2006. For the fourth quarter, the company reported net income of $41 million, or $0.30 per share. Excluding the impact of litigation settlements, net income for the quarter was $42 million, or $0.31 per share. Net revenues for the quarter were $839 million, a 17.2% increase versus the same period in 2005. Currency fluctuations (driven by the movement of the euro relative to the US dollar) contributed approximately 1.9% of the increase in revenues for the quarter. For the fourth quarter 2006, total net income, earnings per share and total operating expenses, each of which excludes litigation settlements, are non-U.S. GAAP financial measures that are reconciled to their most directly comparable U.S. GAAP measures in the accompanying financial tables.

Fueling the higher revenue in the fourth quarter versus the same period in 2005 was growth in MasterCard’s gross dollar volume (GDV), which increased 13.8%, on a local currency basis, to $532 billion; a 17.4% increase in the number of transactions processed to 4.4 billion; and a restructuring of cross-border transaction pricing which was implemented in April 2006. Worldwide purchase volume rose 16.7%, on a local currency basis, during the quarter to $391 billion, driven by increased cardholder spending on a growing number of MasterCard cards. As of December 31, 2006, the company’s customers had issued 817 million MasterCard cards, an increase of 12.3% percent over the cards issued at December 31, 2005.

“Cardholders around the world used their MasterCard cards for transactions totaling almost $2 trillion in 2006 — doubling the GDV we reported only five years ago, as the pace at which we are driving commerce in markets around the world gains momentum,” said Robert W. Selander, MasterCard president and chief executive officer. “Our success in displacing paper-based forms of payment reflects the strength of our brand and network as well as the opportunities to implement innovative payment programs in both emerging and developed economies.

-more-

MasterCard Incorporated – Page 2

“Having invested significantly in our global brand and payments network over the past 40 years, we enter our fifth decade with a leveragable infrastructure that will allow us to provide cutting-edge payment solutions for our financial institution customers as well as merchants, consumers, corporations and governments who are increasingly turning to the convenience and security of electronic payments,” Selander noted. “We expect this will enable us to continue to drive value for our shareholders.”

Total operating expenses decreased 2.6%, to $793 million, during the fourth quarter of 2006 compared to the same period in 2005. Excluding the impact of litigation settlements, operating expenses increased 0.5%. This was primarily driven by a $14.5 million cash contribution to the MasterCard Foundation, as part of MasterCard’s previously disclosed intention to contribute up to $40 million in cash to the Foundation over four years; higher professional fees related to legal costs to defend outstanding litigation; and, an increase in personnel costs related to the hiring of additional staff to strengthen our capability to add value to our customers’ businesses. Offsetting this increase was an 8.5% decrease in advertising and market development expenses versus the year-ago period due to a shift in the typical annual pattern of marketing spend to support the 2006 World Cup soccer events earlier in the year. Currency fluctuations contributed approximately 1.5% of the increase in expenses for the quarter.

Total other income was $24 million in the fourth quarter 2006 versus $10 million in the fourth quarter of 2005. The increase was primarily driven by a $20 million increase in investment income.

Full-Year 2006 Results

For the year-ended December 31, 2006, MasterCard reported net income of $50 million or $0.37 per share. Excluding the impact of special items, the company reported net income of $457 million, or $3.37 per share.

Pre-tax special items for full-year 2006 included:

• A $395 million non-cash expense in the second quarter of 2006, 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 $25 million reserve for litigation settlements; $23 million was recorded in the second quarter of 2006 and $2 million was recorded in the fourth quarter of 2006; and

• $7 million in interest income in the second quarter of 2006 earned on the IPO proceeds, which were ultimately used for redemption of shares of Class B common stock.

MasterCard Incorporated – Page 3

The company’s full year 2006 net income, earnings per share and total operating expenses, each of which excludes 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.

Net revenues for the twelve months ended December 31, 2006 were $3.3 billion, a 13.2% increase versus the same period in 2005. Currency fluctuations had a negligible impact on revenues during the year.

Total operating expenses increased 21.7%, to $3.1 billion, for the twelve-month period compared to the same period in 2005. Excluding the impact of the charitable donation of common stock to the MasterCard Foundation, litigation settlements, and an adjustment to reflect an accounting methodology change for cash-based executive incentive plans in the third quarter of 2005, total operating expenses increased 9.2%. This was due to increased personnel costs, professional fees and advertising and marketing expenses, as well as a total of $20 million in cash contributed to the MasterCard Foundation in 2006. Currency fluctuations had a negligible impact on operating expenses during this period.

Total other income was $65 million for the twelve-month period versus $14 million for the same period in 2005. This change was driven by a $64 million increase in investment income, including the $7 million special item of interest income earned on IPO proceeds which were used for redemption. Interest expense also decreased by $9 million primarily 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.

MasterCard’s effective tax rate of 82.9% for the twelve months ended December 31, 2006 includes the impact of the non-deductible charitable donation of common stock to the MasterCard Foundation. Excluding this donation, the company’s tax rate would have been 35.4% vs. 34.5% for the same period in 2005. The company’s effective tax rate, excluding the impact of the stock 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.

MasterCard Incorporated – Page 4

MasterCard Board of Directors Announces Increase in Quarterly Dividend

At a meeting on February 6, 2007, the MasterCard Incorporated Board of Directors declared an increase to the quarterly cash dividend to holders of shares of its Class A common stock and Class B common stock. A cash dividend of 15 cents per share, which represents a 66.7% increase over the prior dividend level of 9 cents per share, will be paid on May 10, 2007 to holders of record of its Class A common stock and Class B common stock as of April 9, 2007.

“We are pleased that the success of our business and the strength of our capital position has allowed us to increase our dividend, further demonstrating our commitment to drive shareholder value,” said Chris A. McWilton, chief financial officer.

Fourth-Quarter and Full-Year 2006 Financial Results Conference Call Details

At 9:00 a.m. EST today, the company will host a conference call to discuss its fourth quarter and full-year financial results.

The dial-in information for this call is 866-383-7989 (within the U.S.) and 617-597-5328 (outside the U.S.) and the passcode is 69019047. A replay of the call will be available for one week following the live call. The replay can be accessed by dialing 888-286-8010 (within the U.S.) and 617-801-6888 (outside the U.S.) and using passcode 82233899.

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.

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 over 16 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.

MasterCard Incorporated – Page 5

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 drive commerce in markets around the world;

• the company’s success in displacing paper-based forms of payments;

• the company’s ability to implement innovative payment programs in both emerging and developed economies;

• the company’s ability to leverage its infrastructure to provide cutting-edge payment solutions for its financial institution customers as well as merchants, consumers, corporations and governments;

• the company’s strong capital position and commitment to drive value for its shareholders.

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 and 2007, 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 6

MASTERCARD INCORPORATED

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended December 31,						For the Years Ended December 31,
	2006			2005			2006			2005
	(In thousands, except per share data)						(In thousands, except per share data)
Revenues, net	$	839,163		$	715,918		$	3,326,074		$	2,937,628
Operating Expenses
General and administrative		399,304			375,215			1,505,185			1,351,082
Advertising and marketing		352,934			385,821			1,051,870			1,008,268
Litigation settlements		1,707			26,970			24,957			75,158
Charitable contributions to the MasterCard Foundation		14,500			—			414,785			—
Depreciation and amortization		24,730			26,570			99,782			109,936
Total operating expenses		793,175			814,576			3,096,579			2,544,444
Operating income (expense)		45,988			(98,658	)		229,495			393,184
Other Income (Expense)
Investment income, net		40,905			21,255			124,994			60,867
Interest expense		(17,686	)		(18,252	)		(61,151	)		(70,158	)
Other income, net		531			7,447			834			23,445
Total other income		23,750			10,450			64,677			14,154
Income (loss) before income taxes		69,738			(88,208	)		294,172			407,338
Income tax expense (benefit)		28,836			(35,300	)		243,982			140,619
Net Income (Loss)	$	40,902		$	(52,908	)	$	50,190		$	266,719
Basic Net Income (Loss) per Share	$	0.30		$	(0.39	)	$	0.37		$	1.98
Basic Weighted average shares outstanding		135,700			134,969			135,411			134,969
Diluted Net Income (Loss) per Share	$	0.30		$	(0.39	)	$	0.37		$	1.98
Diluted Weighted average shares outstanding		136,461			134,969			135,779			134,969

MasterCard Incorporated – Page 7

MASTERCARD INCORPORATED

CONSOLIDATED BALANCE SHEETS

	December 31, 2006			December 31, 2005
	(In thousands, except share data)
ASSETS
Cash and cash equivalents	$	1,185,080		$	545,273
Investment securities, at fair value:
Trading		12,261			22,472
Available-for-sale		1,286,580			714,147
Accounts receivable		451,261			347,754
Settlement due from members		311,953			211,775
Restricted security deposits held for members		109,897			97,942
Prepaid expenses		130,849			167,209
Other current assets		89,348			121,326
Total Current Assets		3,577,229			2,227,898
Property, plant and equipment, at cost (less accumulated depreciation of $220,720 and $373,319)		252,731			230,614
Deferred income taxes		216,782			225,034
Goodwill		217,013			196,701
Other intangible assets (less accumulated amortization of $309,110 and $272,913)		271,373			273,854
Municipal bonds held-to-maturity		193,477			194,403
Prepaid expenses		235,654			201,132
Other assets		118,211			150,908
Total Assets	$	5,082,470		$	3,700,544
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	278,656		$	185,021
Settlement due to members		286,059			175,021
Restricted security deposits held for members		109,897			97,942
Obligations under U.S. merchant lawsuit and other litigation settlements — current		117,275			189,380
Accrued expenses		936,427			850,657
Other current liabilities		83,276			58,682
Total Current Liabilities		1,811,590			1,556,703
Deferred income taxes		66,198			61,188
Obligations under U.S. merchant lawsuit and other litigation settlements		359,640			415,620
Long-term debt		229,668			229,489
Other liabilities		246,395			263,776
Total Liabilities		2,713,491			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, 79,631,983 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, 1,600 and no shares issued and outstanding, respectively		—			—
Additional paid-in capital		3,289,879			974,605
Retained earnings (accumulated deficit)		(1,029,196	)		145,515
Accumulated other comprehensive income, net of tax:
Cumulative foreign currency translation adjustments		96,851			50,818
Defined benefit pension and other postretirement plans		11,402			—
Investment securities available-for-sale		(3,065	)		(2,543	)
Derivatives accounted for as hedges		(1,526	)		739
Total accumulated other comprehensive income, net of tax		103,662			49,014
Total Stockholders’ Equity		2,364,359			1,169,148
Total Liabilities and Stockholders’ Equity	$	5,082,470		$	3,700,544

MasterCard Incorporated – Page 7

MasterCard Incorporated – Page 8

MASTERCARD INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Years Ended December 31,
	2006			2005
	(In thousands)
Operating Activities
Net income	$	50,190		$	266,719
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		99,782			109,936
Charitable contribution of common stock to the MasterCard Foundation		394,785			—
Share based payments		19,181			—
Deferred income taxes		32,267			(54,036	)
Other		9,746			12,182
Changes in operating assets and liabilities:
Trading securities		10,211			4,935
Accounts receivable		(93,428	)		(64,189	)
Settlement due from members		(75,553	)		(15,496	)
Prepaid expenses		42,623			(52,170	)
Other current assets		7,813			(17,123	)
Prepaid expenses, non-current		(30,555	)		(123,692	)
Accounts payable		89,382			4,111
Settlement due to members		89,739			11,471
Litigation settlement accruals, including accretion of imputed interest		(128,085	)		7,406
Accrued expenses		86,859			220,789
Net change in other assets and liabilities		45,204			(37,995	)
Net cash provided by operating activities		650,161			272,848
Investing Activities
Purchases of property, plant and equipment		(61,204	)		(43,866	)
Capitalized software		(33,264	)		(38,137	)
Purchases of investment securities available-for-sale		(3,815,115	)		(2,834,321	)
Proceeds from sales and maturities of investment securities available-for-sale		3,233,725			2,883,709
Acquisition of businesses, net of cash acquired		—			—
Other investing activities		(368	)		(1,040	)
Net cash used in investing activities		(676,226	)		(33,655	)
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	)		—
Dividends paid		(12,373	)		—
Net cash provided by financing activities		637,600			—
Effect of exchange rate changes on cash and cash equivalents		28,272			(22,916	)
Net increase in cash and cash equivalents		639,807			216,277
Cash and cash equivalents — beginning of year		545,273			328,996
Cash and cash equivalents — end of year	$	1,185,080		$	545,273

MasterCard Incorporated – Page 9

MASTERCARD INCORPORATED OPERATING PERFORMANCE

	For the 3 Months ended December 31, 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	$	77	6.8	%	$	46	17.2	%	588	$	31	-6.0	%	143	143	155	7.2
Canada		20	13.2	%		18	14.0	%	208		3	8.7	%	5	26	32	0.7
Europe		145	12.9	%		108	13.8	%	1,343		37	10.2	%	229	141	152	7.7
Latin America		37	24.8	%		18	27.5	%	374		19	22.4	%	123	71	86	2.2
South Asia / Middle East Africa		9	38.3	%		5	32.0	%	82		3	49.0	%	32	22	25	0.8
United States		244	14.5	%		197	17.1	%	3,060		48	5.0	%	235	311	366	6.6
Worldwide		532	13.8	%		391	16.7	%	5,655		140	6.5	%	766	714	817	25.3
MasterCard Credit and Charge Programs
United States		159	3.0	%		135	5.8	%	1,593		24	-10.1	%	17	211	260
Worldwide		391	7.8	%		308	11.5	%	3,812		83	-3.9	%	281	563	656
MasterCard Debit Programs
United States		85	44.6	%		61	53.4	%	1,467		24	26.1	%	219	100	106
Worldwide		140	34.6	%		83	40.8	%	1,844		57	26.5	%	485	152	161

	For the Year ended December 31, 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	$	286	7.7	%	$	166	16.4	%	2,121	$	120	-2.3	%	548	143	155
Canada		75	14.2	%		64	15.2	%	768		11	8.3	%	19	26	32
Europe		520	13.9	%		384	14.1	%	4,989		136	13.1	%	878	141	152
Latin America		126	26.1	%		60	29.0	%	1,320		66	23.5	%	456	71	86
South Asia / Middle East Africa		30	46.0	%		18	34.0	%	288		12	69.5	%	107	22	25
United States		919	15.7	%		725	17.3	%	11,039		195	10.1	%	924	311	366
Worldwide		1,956	14.9	%		1,417	16.9	%	20,524		539	10.0	%	2,932	714	817
MasterCard Credit and Charge Programs
United States		610	6.0	%		509	7.7	%	5,912		102	-2.0	%	65	211	260
Worldwide		1,455	9.9	%		1,124	12.5	%	14,009		331	1.8	%	1,116	563	656
MasterCard Debit Programs
United States		309	41.3	%		216	48.4	%	5,127		93	27.2	%	859	100	106
Worldwide		501	32.5	%		292	37.3	%	6,516		208	26.3	%	1,816	152	161

	For the 3 Months ended December 31, 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	$	69	10.6	%	$	38	15.1	%	479	$	31	5.6	%	131	132	144
Canada		17	12.7	%		15	14.7	%	186		2	1.0	%	5	24	30
Europe		119	14.5	%		88	13.4	%	1,213		31	17.7	%	208	120	129
Latin America		30	27.1	%		14	29.9	%	309		16	24.8	%	109	62	74
South Asia / Middle East Africa		7	53.3	%		4	33.8	%	67		2	105.3	%	20	16	18
United States		213	9.0	%		168	11.9	%	2,434		45	-0.6	%	192	279	331
Worldwide		455	12.3	%		327	13.7	%	4,687		128	8.9	%	663	632	727
MasterCard Credit and Charge Programs
United States		154	5.1	%		128	9.0	%	1,511		26	-10.4	%	17	208	254
Worldwide		353	10.4	%		270	12.7	%	3,439		83	3.6	%	283	521	607
MasterCard Debit Programs
United States		59	20.8	%		40	22.6	%	923		19	17.3	%	175	72	77
Worldwide		102	19.3	%		57	18.6	%	1,247		45	20.4	%	381	111	121

	For the Year ended December 31, 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	$	262	8.7	%	$	142	15.0	%	1,773	$	120	2.0	%	455	132	144
Canada		61	13.7	%		52	16.0	%	684		9	1.7	%	19	24	30
Europe		453	13.5	%		334	13.7	%	4,530		119	12.8	%	795	120	129
Latin America		98	32.3	%		44	31.2	%	1,073		54	33.3	%	398	62	74
South Asia / Middle East Africa		22	39.9	%		14	28.3	%	228		7	70.3	%	59	16	18
United States		795	11.6	%		618	14.6	%	9,004		177	2.5	%	770	279	331
Worldwide		1,690	13.0	%		1,205	15.1	%	17,291		485	8.2	%	2,496	632	727
MasterCard Credit and Charge Programs
United States		576	5.1	%		472	9.0	%	5,597		104	-9.6	%	67	208	254
Worldwide		1,314	9.4	%		993	12.6	%	12,669		321	0.3	%	1,048	521	607
MasterCard Debit Programs
United States		219	33.4	%		146	37.2	%	3,407		73	26.5	%	703	72	77
Worldwide		377	28.2	%		212	28.5	%	4,622		164	27.8	%	1,448	111	121

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 10

Footnote

Set forth above is information regarding the performance results for the three months and year ended December 31, 2006 and December 31, 2005 for the payment programs of MasterCard International Incorporated and MasterCard Europe sprl (collectively, “MasterCard”), the principal operating subsidiaries of MasterCard Incorporated.

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 and global 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 transactions involving brands other than MasterCard 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 transactions involving MasterCard-branded cards 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 11

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

($ million)	For the three months ended 12/31/06									For the three months ended 12/31/05									YOY Growth
	Actual			Special Items			As Adjusted			Actual			Special Items			As Adjusted			As Adjusted
Revenues, net	$	839			—		$	839		$	716			—		$	716		17.2	%
Operating Expenses
General and administrative		399			—			399			375			—			375		6.4	%
Advertising and marketing		353			—			353			386			—			386		(8.5	)%
Litigation settlements		2			2	a		—			27			27	a		—		NM
Charitable contributions to the MasterCard Foundation		14			—			14	b		—			—			—		NM
Depreciation and amortization		25			—			25			26			—			26		(3.8	)%
Total operating expenses		793			2			791			814			27			787		0.5	%
Operating income (expense)		46			2			48			(98	)		27			(71	)	167.6	%
Operating Margin		5.5	%		—			5.7	%		(13.7	)%		—			(9.9	)%	NM
Other Income (Expense)
Investment income, net		41			—			41			21			—			21		95.2	%
Interest expense		(17	)		—			(17	)		(18	)		—			(18	)	(5.6	)%
Other income, net		—			—			—			7			—			7		NM
Total other income		24			—			24			10			—			10		140.0	%
Income (loss) before income taxes		70			2			72			(88	)		27			(61	)	218.0	%
Income tax expense (benefit)		29			1			30			(35	)		9			(26	)	NM
Net Income (loss)	$	41			1		$	42		$	(53	)	$	18		$	(35	)	218.5	%
Basic Net Income (Loss) per Share	$	0.30		$	0.01		$	0.31		$	(0.39	)	$	0.13		$	(0.26	)	218.5	%
Diluted Net Income (Loss) per Share	$	0.30		$	0.01		$	0.31		$	(0.39	)	$	0.13		$	(0.26	)	218.5	%
($ million)	For the year ended 12/31/06									For the year ended 12/31/05									YOY Growth
	Actual			Special Items			As Adjusted			Actual			Special Items			As Adjusted			As Adjusted
Revenues, net	$	3,326			—		$	3,326		$	2,938			—		$	2,938		13.2	%
Operating Expenses
General and administrative		1,505			—			1,505			1,352			19	c		1,333		12.9	%
Advertising and marketing		1,052			—			1,052			1,008			—			1,008		4.4	%
Litigation settlements		25			25	a		—			75			75	a		—		NM
Charitable contributions to the MasterCard Foundation		415			395	d		20	b		—			—			—		NM
Depreciation and amortization		100			—			100			110			—			110		(9.1	)%
Total operating expenses		3,097			420			2,677			2,545			94			2,451		9.2	%
Operating income		229			420			649			393			94			487		33.3	%
Operating Margin		6.9	%		—			19.5	%		13.4	%		—			16.6	%	2.9	ppt
Other Income (Expense)
Investment income, net		125			(7	) e		118			61			—			61		93.4	%
Interest expense		(61	)		—			(61	)		(70	)		—			(70	)	(12.9	)%
Other income, net		1			—			1			23			(17	)f		6		(83.3	)%
Total other income (expense)		65			(7	)		58			14			(17	)		(3	)	NM
Income before income taxes		294			413			707			407			77			484		46.1	%
Income tax expense		244			6			250			140			27			167		49.9	%
Net Income	$	50		$	407		$	457		$	267		$	50		$	317		44.2	%
Basic Net Income per Share	$	0.37		$	3.00		$	3.37		$	1.98		$	0.37		$	2.35		43.4	%
Diluted Net Income per Share	$	0.37		$	3.00		$	3.37		$	1.98		$	0.37		$	2.35		43.4	%

^a Litigation settlements

^b Contribution of cash to the MasterCard Foundation

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

^d Contribution of common stock to the MasterCard Foundation

^e Interest income on IPO proceeds which were used for redemption

^f Gains from the settlement of a contractual dispute

NM = not meaningful

MasterCard Incorporated – Page 12

Reconciliation to Effective Tax Rate

	GAAP Actual		GAAP Effective Tax Rate		Stock Donation		Non-GAAP Adjusted		Non-GAAP Effective Tax Rate
Twelve months ended December 31, 2006:
Income before income taxes	$	294	82.9	%	$	395	$	689	35.4	%
Income tax expense1		244						244
Net Income	$	50					$	445

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 February 9, 2007.

###

EX-99.2

MasterCard Incorporated

4

th

Quarter and Full-Year 2006

Financial Results Conference Call

February 9, 2007

Exhibit 99.2

2

4

th

Quarter Financial Results

•

Delivered net income of $41 million and earnings per share of $0.30

•

Achieved strong revenue growth of 17.2% primarily due to:

–

Gross dollar volume growth (13.8% to 532 billion)

–

Increase in processed transactions (17.4% to 4.4 billion)

–

Restructured cross-border pricing (implemented April 2006)

•

Contributed $14.5 million in cash to the MasterCard Foundation

•

Improved operating margin to 5.5% from (13.7%) in 2005

•

Maintained

already

solid

financial

position

-

$2.5

billion

of

cash,

cash

equivalents and available-for-sale securities at year-end

3

2006 Accomplishments

•

Largest U.S. listed IPO in 2006

•

Transformed

governance

structure

-

new

Board

of

Directors

with

global

representation 

•

Celebrated 40th anniversary and successfully launched new corporate brand

•

Established The MasterCard Foundation

•

Made

great

progress

with

PayPass

initiative

•

Maestro

announced

as

Belgium’s

national

debit

brand

•

Launched World Elite product and won Sam’s Club

acceptance

•

Achieved full-year GDV of almost $2 trillion and card growth of 12.3%

4

($0.26)

(35)

26

7

(18)

21

(71)

(9.9%)

26

_

_

386

375

$   716

4Q 2005

adjusted for

special items*

$0.30

41

(29)

_

(17) 

41

46

5.5%

25

14

2

353

399

$

839

4Q 2006

GAAP

NM

_

Litigation settlements

140.0%

(30)

Income tax expense

(5.6%)

(17)

Interest expense

(3.8%)

25

Depreciation and amortization

NM

14

Charitable contributions to the

MasterCard Foundation

218.5%

218.5%

NM

95.2%

167.6%

NM

(8.5%)

6.4%

17.2%

YOY

% Growth

Rate

_

Other income

$0.31

EPS

42

Net Income (Loss)

353

Advertising and marketing

41

Investment income

399

General and administrative

48

5.7%

Operating income

Operating Margin

$

839

Revenues, net

4Q 2006

adjusted for

special items*

4

th

Quarter Selected Financial Performance

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

*

See Appendix A for a GAAP reconciliation of special items for the three and twelve months ended December 31, 2005 and 2006

NM = Not meaningful

5

MasterCard Branded Volume (GDV) 

Fourth Quarter 2006

Note: Figures may not sum due to rounding

14.5

14.5

244

United States

13.8

16.8

532

Worldwide

13.2

16.8    

20

Canada

38.3

30.9

9

South Asia / Middle East / Africa

6.8

11.2

77

Asia Pacific

24.8

24.5

37

Latin America

12.9

21.5

145

Europe

Local

Currency

U.S.

Dollar

GDV

($  billions)

YOY Growth Rate %

6

4

th

Quarter

Revenue

-

Assessments

($ in Millions)

$177

$189

$0

$50

$100

$150

$200

$250

$300

4Q05

4Q06

20%

30%

40%

50%

60%

70%

80%

Net

Assessment

Fees

Net Assessment Fees as a % of Gross Assessment Fees

•

Net assessments down $12 or

6.4%

•

Gross

assessments

increased

$53 or 12.4% over 2005.  Key

drivers include:

–

GDV increases

–

Restructured pricing, primarily

$33 reclassification to

operations fees (offsets

gross

assessments)

•

Net assessments as a % of gross

assessments declined due to an

increase in incentives primarily

from:

–

New and renewed customer

and merchant agreements

7

4

th

Quarter

Revenue

-

Operations

Fees

($ in Millions)

•

Net operations fees up $135 or

25.6%

•

Gross operations fees increased

$159 or 27.3% over 2005.  Key

drivers include increases in:

–

Processed transactions: 17.4%

–

GDV: 13.8%

–

Restructured pricing, including

$33 reclassification from

assessments

•

Net operations fees as a % of gross

operations fees slightly decreased

due to an increase in rebates

primarily from:

–

Consolidation of major

customers

–

Impact of restructured pricing

$662

$527

$0

$100

$200

$300

$400

$500

$600

$700

4Q05

4Q06

85%

88%

91%

94%

97%

100%

Net Operations Fees

Net Operations Fees as a % of Gross Operations Fees

8

$0

$100

$200

$300

$400

$500

4Q05

4Q06

General & Administrative

Advertising & Marketing

Depreciation & Amortization

Charitable Contributions

4

th

Quarter Operating Expenses

($ in Millions)

$375

$386

$26

$399

$353

$25

•

Total operating expenses

decreased 2.6% to $793:

–

Adjusted for special

items, increased 0.5%

•

Charitable contributions

increased due to $14.5 cash

contribution to the

MasterCard Foundation

•

G&A increased 6.4% to $399:

–

Driven by increases in

professional fees and

personnel costs

•

As expected, advertising and

market development

decreased 8.5% to $353:

–

Primarily due to focus on

World Cup soccer events

which concluded early in

3Q06

$14

9

Cash Flow Statement and

Balance Sheet Highlights

•

Generated $650 million in cash flow from operations during 2006

•

Cash, cash equivalents and available-for-sale securities of $2.5 billion

•

Stockholders’

equity at $2.4 billion

•

Accounts receivable increased $104 million primarily due to:

–

Pricing recalibration in Europe

–

Higher volume and assessments on cards

•

Accounts

payable

increased

$94

million

due

to

timing

of

payments

principally

related

to advertising and amounts due to customers and merchants under incentive

agreements

•

Accrued expenses increased $86 million primarily due to higher customer incentives

driven by new contracts in 2006

•

Obligations

under

the

U.S.

Merchant

Lawsuit

and

other

litigation

settlements

decreased $128 million due to:

–

$195 million in payments of litigation settlements

–

Offset by $67 million in accruals and interest accretion

10

2007 Items for Consideration

•

No

“special

items”

in

1Q

2006

•

1Q07

last

“grow-over”

quarter

resulting

from

April

2006

cross-border price restructuring

•

Advertising

and

marketing

spend

pattern

more

representative

of a non-World Cup soccer year

11

Full-Year 2006 Progress

30.9%

Return on equity, excluding IPO

proceeds

44.2%

Deliver net income growth*

2.9 ppt

improvement

versus 2005

Continued margin improvement*

13.2%

Grow revenue

FY 2006

*See

Appendix

A

for

a

GAAP

reconciliation

of

special

items

for

the

three

and

twelve

months

ended

December

31,

2005

and

2006

13

Appendix A: GAAP Reconciliation     

a

Litigation settlements

b

Contribution of cash to the MasterCard Foundation

NM = Not meaningful

($ million)

YOY Growth

Actual

Special

Items

As Adjusted

Actual

Special

Items

As

Adjusted

As Adjusted

Revenues, net

$839

-

$839

$716

-

$716

17.2%

Operating Expenses

General and administrative

399

-

399

375

-

375

6.4%

Advertising and marketing

353

-

353

386

-

386

(8.5%)

Litigation settlements

2

2

a

-

27

27

a

-

NM

Charitable contributions to the MasterCard Foundation

14

-

14

b

-

-

-

NM

Depreciation and amortization

25

-

25

26

-

26

(3.8%)

Total operating expenses

793

2

791

814

27

787

0.5%

Operating income (expense)

46

48

(98)

27

(71)

167.6%

Operating Margin

5.5%

-

5.7%

(13.7%)

-

(9.9%)

NM

Other Income (Expense)

Investment income, net

41

-

41

21

-

21

95.2%

Interest expense

(17)

-

(17)

(18)

-

(18)

(5.6%)

Other income, net

-

-

-

7

-

7

NM

Total other income

24

-

24

10

-

10

140.0%

Income (loss) before income taxes

70

2

72

(88)

27

(61)

218.0%

Income tax expense (benefit)

29

1

30

(35)

9

(26)

NM

Net Income (loss)

$41

1

$42

($53)

$18

($35)

218.5%

Basic Net Income (Loss) per Share

$0.30

$0.01

$0.31

($0.39)

$0.13

($0.26)

218.5%

Diluted Net Income (Loss) per Share

$0.30

$0.01

$0.31

($0.39)

$0.13

($0.26)

218.5%

For the three months ended 12/31/06

For the three months ended 12/31/05

2

14

Appendix A (cont.): GAAP Reconciliation

a

Litigation settlements

b

Contribution of cash to the MasterCard Foundation

c

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

d

Contribution of common stock to the MasterCard Foundation

e

Interest income on IPO proceeds which were used for redemption

f

Gains from the settlement of a contractual dispute

NM = Not meaningful

($ million)

YOY Growth

Actual

Special

Items

As Adjusted

Actual

Special

Items

As

Adjusted

As Adjusted

Revenues, net

$3,326

-

$3,326

$2,938

-

$2,938

13.2%

Operating Expenses

General and administrative

1,505

-

1,505

1,352

19

c

1,333

12.9%

Advertising and marketing

1,052

-

1,052

1,008

-

1,008

4.4%

Litigation settlements

25

25

a

-

75

75

a

-

NM

Charitable contributions to the MasterCard Foundation

415

395

d

20

b

0

-

-

NM

Depreciation and amortization

100

-

100

110

-

110

(9.1%)

Total operating expenses

3,097

420

2,677

2,545

94

2,451

9.2%

Operating income 

229

420

649

393

94

487

33.3%

Operating Margin

6.9%

-

19.5%

13.4%

-

16.6%

2.9 ppt

Other Income (Expense)

Investment income, net

125

(7)

e

118

61

-

61

93.4%

Interest expense

(61)

-

(61)

(70)

-

(70)

(12.9%)

Other income, net

1

-

1

23

(17)

f

6

(83.3%)

Total other income (expense)

65

(7)

58

14

(17)

(3)

NM

Income before income taxes

294

413

707

407

77

484

46.1%

Income tax expense

244

6

250

140

27

167

49.9%

Net Income

$50

$407

$457

$267

$50

$317

42.2%

Basic Net Income per Share

$0.37

$3.00

$3.37

$1.98

$0.37

$2.35

43.4%

Diluted Net Income per Share

$0.37

$3.00

$3.37

$1.98

$0.37

$2.35

43.4%

For the year ended 12/31/06

For the year ended 12/31/05