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 1, 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 August 1, 2007, MasterCard Incorporated (“MasterCard” or the “Company”) issued a press release announcing financial results for its second quarter ended June 30, 2007.

A copy of the press release is attached hereto as Exhibit 99.1. All information in the press release is furnished but not filed.

Item 7.01 Regulation FD Disclosure

On August 1, 2007, the Company will host a conference call to discuss its second quarter ended June 30, 2007 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 1, 2007.

99.2 Presentation of MasterCard Incorporated, dated August 1, 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: August 1, 2007	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 2007 Financial Results

• Quarterly net income up 93.1% to $195 million, or $1.43 per share, excluding special items

• Quarterly net income of $252 million, or $1.85 per share, including special items

• Quarterly net revenues up 17.8% to $997 million

• Gross dollar volume up 13.3%; purchase volume up 14.8%

Purchase, NY, August 1, 2007 – MasterCard Incorporated (NYSE:MA) today announced financial results for second-quarter 2007. For the quarter, the company reported net income of $195 million, or $1.43 per share on a diluted basis, excluding special items, and net income of $252 million, or $1.85 per share on a diluted basis, including special items. The company’s total operating expenses, total other income, effective tax rate, net income and earnings per share, excluding special items, are non-GAAP financial measures that are reconciled to their most directly comparable GAAP measures in the accompanying financial tables.

Net revenues for the quarter were $997 million, a 17.8% increase versus the same period in 2006. Currency fluctuation (driven by the movement of the euro relative to the US dollar) contributed approximately 2.0% of the increase in revenues for the quarter.

Fueling the higher revenue in the second quarter versus the same period in 2006 was growth in MasterCard’s gross dollar volume (GDV), which increased 13.3%, on a local currency basis, to $555 billion; a 15.2% increase in the number of transactions processed to 4.6 billion; and, an increase in cross-border transaction volumes of 17.3%. Worldwide purchase volume rose 14.8%, on a local currency basis, during the quarter to $414 billion, driven by increased cardholder spending on a growing number of MasterCard cards. As of June 30, 2007, the company’s customers had issued 855 million MasterCard cards, an increase of 10.7% percent over the cards issued at June 30, 2006.

“We are very pleased with our second-quarter financial results, which reflect strong growth across all regions and represent the highest quarterly net revenue in MasterCard’s history,” said Robert W. Selander, MasterCard president and chief executive officer. “This also marked our 13^th consecutive quarter of double-digit GDV growth.

“Our evolution over several years to a more rigorous commercial environment as well as our investment in people and technology have helped us achieve success for our customers and for our shareholders, and we remain absolutely committed to both over the years ahead,” added Selander.

MasterCard Incorporated – Page 2

Special items for the second quarter of 2007 included:

• A $3.4 million reserve recorded for a litigation settlement; and

• $90 million in other income related to a settlement received under an agreement to discontinue the company’s sponsorship of the 2010 and 2014 World Cup soccer events.

For the second quarter of 2006, special items 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 initial public offering in May 2006, 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.

Total operating expenses increased 3.2%, to $725 million in the second quarter of 2007 compared to the same period in 2006, excluding special items for both periods mentioned above. This increase was primarily driven by higher personnel costs related to the planned hiring of additional staff and contractors to support the company’s customers, an increase in professional fees related to external costs to advance our key strategic initiatives and legal costs to defend outstanding litigation. Offsetting this increase was a 12.6% decrease in advertising and market development expenses reflecting significant World Cup sponsorship activity in the second quarter of 2006, as well as a planned shift in 2007 spending to later quarters this year. On a GAAP basis, which includes special items, operating expenses decreased 35.0%, to $728 million. Currency fluctuation negatively impacted the decrease in total operating expenses by approximately 0.7% for the quarter.

Total other income was $117 million in the second quarter 2007 versus $13 million in the second quarter of 2006, including special items in both periods. The increase was driven by a $92 million increase in other income, primarily related to a settlement received under an agreement to discontinue the company’s sponsorship of the 2010 and 2014 World Cup soccer events.

MasterCard’s GAAP effective tax rate was 34.7% in the three months ended June 30, 2007, versus the non-GAAP rate of 33.6% in the comparable period in 2006. MasterCard’s GAAP effective tax rate in 2006 was significantly impacted by the share donation to the MasterCard Foundation. The year-over-year difference was due to an increase in state income tax liabilities for uncertain tax positions as required under the recently adopted Financial Accounting Standards Board Interpretation No. 48.

MasterCard Incorporated – Page 3

Year-to-Date 2007 Results

For the six months ended June 30, 2007, MasterCard reported net income of $410 million, or $3.00 per share, on a diluted basis, excluding the impact of special items. On a GAAP basis, which includes the impact of special items, the company reported net income of $467 million, or $3.42 per share on a diluted basis.

Net revenue for the six months ended June 30, 2007 was $1.9 billion, a 20.6% increase versus the same period in 2006. In addition to growth in GDV, processed transactions and cross-border transaction volumes, this increase was driven by a restructuring of pricing, primarily cross-border transaction pricing implemented in April 2006, which contributed approximately 2.0% of the revenue growth in the year-to-date period. Currency fluctuation contributed approximately 2.3% of the increase in revenues in the year-to-date period.

Total operating expenses increased 5.4%, to $1.3 billion, for the six-month period compared to the same period in 2006, excluding special items for both periods. Including special items, operating expenses decreased 20.7%, to $1.3 billion. Currency fluctuation negatively impacted the decrease in operating expenses by approximately 1.0% in the year-to-date period.

Total other income was $139 million for the six-month period versus $23 million for the same period in 2006, including special items in both periods. The increase was driven by a $92 million increase in other income, primarily related to a settlement received under an agreement to discontinue the company’s sponsorship of the 2010 and 2014 World Cup soccer events. Additionally, investment income increased $23 million due to higher cash and short-term investment balances primarily related to the proceeds received from the company’s IPO, increases in interest rates and cash generated by the company’s business.

MasterCard’s GAAP effective tax rate was 35.3% in the six months ended June 30, 2007, versus the non-GAAP rate of 34.0% in the comparable period in 2006. MasterCard’s GAAP effective tax rate in 2006 was significantly impacted by the share donation to the MasterCard Foundation. The year-over-year difference was due to an increase in state income tax liabilities for uncertain tax positions as required under the recently adopted Financial Accounting Standards Board Interpretation No. 48.

MasterCard Incorporated – Page 4

Second-Quarter 2007 Financial Results Conference Call Details

At 9:00 a.m. EDT today, the company will host a conference call to discuss its second-quarter financial results.

The dial-in information for this call is 866-271-0675 (within the US) and 617-213-8892 (outside the US) and the passcode is 42269597. 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 26628850.

The live call and 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.

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:

MasterCard Incorporated – Page 5

• the company’s evolution to a more rigorous commercial environment; and

• the company’s investment and commitment to people and technology.

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, 2006, the Company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that have been filed with the SEC during 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:

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

Media Relations: Chris Monteiro, chris_monteiro@mastercard.com, 914-249-5826

###

MasterCard Incorporated – Page 6

MASTERCARD INCORPORATED

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
	(In thousands, except per share data)
Revenues, net	$	996,959		$	846,489		$	1,912,062		$	1,584,942
Operating Expenses
General and administrative		431,463			365,161			829,990			712,998
Advertising and market development		268,253			307,066			446,703			489,749
Litigation settlements		3,400			23,250			3,400			23,250
Charitable contributions to the MasterCard Foundation		—			400,285			—			400,285
Depreciation and amortization		25,027			24,693			49,216			49,913
Total operating expenses		728,143			1,120,455			1,329,309			1,676,195
Operating income (loss)		268,816			(273,966	)		582,753			(91,253	)
Other Income (Expense)
Investment income, net		36,466			28,999			72,714			49,691
Interest expense		(11,170	)		(16,068	)		(25,526	)		(26,708	)
Other income, net		92,187			443			92,147			595
Total other income/(expense)		117,483			13,374			139,335			23,578
Income (loss) before income taxes		386,299			(260,592	)		722,088			(67,675	)
Income tax expense		134,013			49,868			254,897			116,041
Net Income (Loss)	$	252,286		$	(310,460	)	$	467,191		$	(183,716	)
Basic Net Income (Loss) per Share	$	1.86		$	(2.30	)	$	3.44		$	(1.36	)
Basic Weighted Average Shares Outstanding		135,865			135,252			135,856			135,127
Diluted Net Income (Loss) per Share	$	1.85		$	(2.30	)	$	3.42		$	(1.36	)
Diluted Weighted Average Shares Outstanding		136,687			135,252			136,643			135,127

MasterCard Incorporated – Page 7

MASTERCARD INCORPORATED

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	June 30, 2007			December 31, 2006
	(In thousands, except share data)
ASSETS
Cash and cash equivalents	$	1,520,323		$	1,185,080
Investment securities, at fair value:
Trading		5,342			12,261
Available-for-sale		1,304,920			1,286,580
Accounts receivable		480,939			451,261
Settlement due from members		276,409			311,953
Restricted security deposits held for members		122,153			109,897
Prepaid expenses		169,200			130,849
Other current assets		109,248			89,348
Total Current Assets		3,988,534			3,577,229
Property, plant and equipment, at cost (less accumulated depreciation of $236,246 and $220,720)		269,985			252,731
Deferred income taxes		278,337			216,782
Goodwill		222,543			217,013
Other intangible assets (less accumulated amortization of $330,269 and $309,110)		286,289			271,373
Municipal bonds held-to-maturity		192,989			193,477
Prepaid expenses		261,849			235,654
Other assets		106,023			118,211
Total Assets	$	5,606,549		$	5,082,470
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	236,662		$	278,656
Settlement due to members		256,602			286,059
Restricted security deposits held for members		122,153			109,897
Obligations under U.S. merchant lawsuit and other litigation settlements — current		120,675			117,275
Accrued expenses		889,279			936,427
Short term debt		80,000			—
Other current liabilities		122,245			83,276
Total Current Liabilities		1,827,616			1,811,590
Deferred income taxes		67,029			66,198
Obligations under U.S. merchant lawsuit and other litigation settlements		377,799			359,640
Long-term debt		149,647			229,668
Other liabilities		325,842			246,395
Total Liabilities		2,747,933			2,713,491
Commitments and Contingencies
Minority interest		4,620			4,620
Stockholders’ Equity
Class A common stock, $.0001 par value; authorized 3,000,000,000 shares, 79,837,897 and 79,631,983 shares issued and outstanding, respectively		8			8
Class B common stock, $.0001 par value; authorized 1,200,000,000 shares, 55,337,407 shares issued and outstanding, respectively		6			6
Class M common stock, $.0001 par value, authorized 1,000,000 shares, 1,635 and 1,600 shares issued and outstanding, respectively		—			—
Additional paid-in capital		3,268,457			3,289,879
Accumulated deficit		(540,830	)		(1,029,196	)
Accumulated other comprehensive income, net of tax:
Cumulative foreign currency translation adjustments		144,514			119,655
Defined benefit pension and other postretirement plans		(9,679	)		(11,402	)
Investment securities available-for-sale		(5,966	)		(3,065	)
Derivatives accounted for as hedges		(2,514	)		(1,526	)
Total accumulated other comprehensive income, net of tax		126,355			103,662
Total Stockholders’ Equity		2,853,996			2,364,359
Total Liabilities and Stockholders’ Equity	$	5,606,549		$	5,082,470

MasterCard Incorporated – Page 8

MASTERCARD INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended June 30,
	2007			2006
	(In thousands)
Operating Activities
Net income (loss)	$	467,191		$	(183,716	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		49,216			49,913
Charitable contribution of common stock to the MasterCard Foundation		—			394,785
Share based payments		23,382			6,825
Deferred income taxes		(1,557	)		(7,370	)
Taxes related to share based payments		(11,193	)		—
Excess tax benefit on share based payments		(6,734	)		—
Accretion of imputed interest on litigation settlement		18,644			20,974
Other		4,620			4,965
Changes in operating assets and liabilities:
Trading securities		6,919			4,648
Accounts receivable		(23,141	)		(57,398	)
Settlement due from members		43,000			(16,842	)
Prepaid expenses		(36,647	)		(14,295	)
Other current assets		(5,067	)		(5,082	)
Prepaid expenses, long-term		(23,392	)		3,998
Litigation settlement accruals		2,915			23,140
Accounts payable		(43,314	)		15,818
Settlement due to members		(36,166	)		20,014
Accrued expenses		6,524			(85,614	)
Net change in other assets and liabilities		10,961			8,818
Net cash provided by operating activities		446,161			183,581
Investing Activities
Purchases of property, plant and equipment		(40,942	)		(15,670	)
Capitalized software		(33,741	)		(15,886	)
Purchases of investment securities available-for-sale		(1,924,024	)		(1,506,806	)
Proceeds from sales and maturities of investment securities available-for-sale		1,896,975			1,356,768
Other investing activities		5,005			(1,403	)
Net cash used in investing activities		(96,727	)		(182,997	)
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		(33,099	)		—
Cash proceeds from exercise of stock options		1,083			—
Excess tax benefit on share based payments		6,734			—
Net cash (used in) provided by financing activities		(25,282	)		649,973
Effect of exchange rate changes on cash and cash equivalents		11,091			14,026
Net increase in cash and cash equivalents		335,243			664,583
Cash and cash equivalents — beginning of period		1,185,080			545,273
Cash and cash equivalents — end of period	$	1,520,323		$	1,209,856

MasterCard Incorporated – Page 9

MASTERCARD INCORPORATED OPERATING PERFORMANCE

	For the 3 Months ended June 30, 2007
	GDV (Bil.)		Growth (USD)		Growth (Local)		Purchase Volume (Bil.)		Growth (Local)		Purchase Trans. (Mil.)	Cash Volume (Bil.)		Growth (Local)		Cash Trans. (Mil.)	Accounts (Mil.)	Cards (Mil.)	Acceptance Locations (Mil.)
All MasterCard Credit, Charge and Debit Programs
Asia Pacific	$	73	18.5	%	15.1	%	$	50	20.2	%	620	$	23	5.4	%	132	151	164	6.6
Canada		22	18.2	%	15.6	%		19	15.1	%	216		3	18.1	%	5	28	34	0.7
Europe		157	23.2	%	14.3	%		116	14.7	%	1,390		41	13.0	%	246	152	164	8.0
Latin America		37	27.3	%	22.1	%		18	24.0	%	374		19	20.3	%	126	75	91	2.4
South Asia / Middle East / Africa		10	41.1	%	44.6	%		6	32.3	%	84		5	63.3	%	38	26	29	0.8
United States		255	9.8	%	9.8	%		205	12.4	%	3,184		50	0.5	%	248	319	372	6.9
Worldwide		555	16.4	%	13.3	%		414	14.8	%	5,868		141	9.0	%	794	750	855	25.4
MasterCard Credit and Charge Programs
United States		162	5.5	%	5.5	%		138	7.5	%	1,578		24	-4.8	%	17	219	268
Worldwide less United States		241	21.6	%	15.3	%		186	17.8	%	2,292		55	7.8	%	258	373	420
Worldwide		403	14.5	%	11.1	%		325	13.1	%	3,870		79	3.6	%	275	593	688
MasterCard Debit Programs
United States		92	18.5	%	18.5	%		67	24.2	%	1,606		26	5.9	%	231	99	104
Worldwide less United States		59	27.5	%	20.6	%		23	13.1	%	391		36	25.9	%	288	58	62
Worldwide		151	21.8	%	19.3	%		89	21.2	%	1,997		62	16.8	%	519	157	167
	For the 6 Months ended June 30, 2007
	GDV (Bil.)		Growth (USD)		Growth (Local)		Purchase Volume (Bil.)		Growth (Local)		Purchase Trans. (Mil.)	Cash Volume (Bil.)		Growth (Local)		Cash Trans. (Mil.)	Accounts (Mil.)	Cards (Mil.)
All MasterCard Credit, Charge and Debit Programs
Asia Pacific	$	141	18.5	%	15.1	%	$	96	20.2	%	1,206	$	45	5.6	%	255	151	164
Canada		41	15.6	%	15.0	%		34	14.5	%	404		6	17.5	%	10	28	34
Europe		298	24.1	%	14.8	%		221	15.3	%	2,667		77	13.3	%	469	152	164
Latin America		72	24.7	%	23.0	%		35	25.4	%	729		37	20.9	%	245	75	91
South Asia / Middle East / Africa		19	38.8	%	45.8	%		11	33.7	%	165		9	64.4	%	73	26	29
United States		492	12.6	%	12.6	%		392	15.0	%	6,109		100	4.1	%	487	319	372
Worldwide		1,063	17.7	%	14.7	%		789	16.3	%	11,279		275	10.5	%	1,540	750	855
MasterCard Credit and Charge Programs
United States		310	4.9	%	4.9	%		262	7.6	%	3,002		48	-7.5	%	33	219	268
Worldwide less United States		459	21.3	%	15.5	%		354	18.1	%	4,412		106	7.3	%	500	373	420
Worldwide		769	14.1	%	11.0	%		616	13.4	%	7,414		154	2.2	%	533	593	688
MasterCard Debit Programs
United States		182	28.5	%	28.5	%		130	33.6	%	3,107		52	17.5	%	455	99	104
Worldwide less United States		112	27.8	%	21.9	%		43	13.6	%	758		69	27.8	%	552	58	62
Worldwide		294	28.3	%	25.9	%		173	28.0	%	3,865		121	23.1	%	1,007	157	167
	For the 3 Months ended June 30, 2006
	GDV (Bil.)		Growth (USD)		Growth (Local)		Purchase Volume (Bil.)		Growth (Local)		Purchase Trans. (Mil.)	Cash Volume (Bil.)		Growth (Local)		Cash Trans. (Mil.)	Accounts (Mil.)	Cards (Mil.)
All MasterCard Credit, Charge and Debit Programs
Asia Pacific	$	61	10.1	%	10.2	%	$	40	16.3	%	510	$	21	0.2	%	109	136	149
Canada		19	25.9	%	13.8	%		16	15.6	%	193		3	3.7	%	5	25	31
Europe		128	13.2	%	14.4	%		94	14.4	%	1,234		34	14.4	%	222	130	139
Latin America		29	28.6	%	26.9	%		14	30.7	%	316		15	23.6	%	112	66	79
South Asia / Middle East / Africa		7	48.5	%	50.0	%		4	35.6	%	69		3	79.8	%	25	19	22
United States		232	17.9	%	17.9	%		182	18.6	%	2,742		50	15.3	%	240	299	352
Worldwide		476	16.8	%	16.6	%		351	17.7	%	5,063		125	13.8	%	712	675	772
MasterCard Credit and Charge Programs
United States		154	8.8	%	8.8	%		129	9.6	%	1,483		25	4.7	%	16	212	259
Worldwide less United States		198	14.9	%	14.3	%		150	17.0	%	1,976		48	6.8	%	239	330	371
Worldwide		352	12.1	%	11.8	%		278	13.5	%	3,459		74	6.1	%	255	542	630
MasterCard Debit Programs
United States		78	41.2	%	41.2	%		54	47.6	%	1,259		24	28.9	%	224	87	93
Worldwide less United States		46	19.6	%	20.3	%		19	13.8	%	345		27	25.2	%	233	46	50
Worldwide		124	32.3	%	32.6	%		72	37.0	%	1,604		52	26.9	%	457	133	142
	For the 6 Months ended June 30, 2006
	GDV (Bil.)		Growth (USD)		Growth (Local)		Purchase Volume (Bil.)		Growth (Local)		Purchase Trans. (Mil.)	Cash Volume (Bil.)		Growth (Local)		Cash Trans. (Mil.)	Accounts (Mil.)	Cards (Mil.)
All MasterCard Credit, Charge and Debit Programs
Asia Pacific	$	119	7.3	%	8.5	%	$	78	15.3	%	986	$	42	-2.2	%	212	136	149
Canada		35	25.2	%	15.4	%		30	16.9	%	360		5	7.8	%	9	25	31
Europe		240	10.2	%	14.9	%		177	14.8	%	2,367		63	15.2	%	421	130	139
Latin America		57	32.7	%	27.4	%		27	30.9	%	610		31	24.4	%	218	66	79
South Asia / Middle East / Africa		14	49.5	%	51.5	%		9	34.4	%	132		5	90.1	%	46	19	22
United States		437	15.6	%	15.6	%		341	16.8	%	5,086		97	11.7	%	444	299	352
Worldwide		903	14.6	%	15.5	%		661	16.8	%	9,542		242	12.2	%	1,352	675	772
MasterCard Credit and Charge Programs
United States		296	8.2	%	8.2	%		244	9.5	%	2,814		52	2.5	%	32	212	259
Worldwide less United States		379	12.8	%	14.4	%		285	17.1	%	3,793		94	6.8	%	466	330	371
Worldwide		674	10.7	%	11.6	%		529	13.5	%	6,607		146	5.2	%	498	542	630
MasterCard Debit Programs
United States		142	34.9	%	34.9	%		97	40.1	%	2,273		45	24.8	%	413	87	93
Worldwide less United States		87	17.8	%	20.3	%		35	14.2	%	663		52	24.9	%	441	46	50
Worldwide		229	27.8	%	28.9	%		132	32.1	%	2,935		97	24.8	%	854	133	142

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

MasterCard Incorporated – Page 10

Footnote

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 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 PIN. The tables include 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.

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 purchase volume and cash volume 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.

In the three and six months ended June 30, 2007, GDV excludes commercial funds transfers in China, which are generally transactions that facilitate the transfer of funds between bank branches, but do not involve traditional cash withdrawals or balance transfers. Data for the comparable periods in 2006 have been updated to be consistent with this approach.

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 Total Operating Expenses, Total Other Income, Net Income and Earnings Per Share

($ million)	For the three months ended 6/30/07								For the three months ended 6/30/06									YOY Growth
	Actual			Special Items		As Adjusted			Actual			Special Items			As Adjusted			As Adjusted
Revenues, net	$	997		—		$	997		$	846			—		$	846		17.8	%
Operating Expenses
General and administrative		432		—			432			365			—			365		18.2	%
Advertising and marketing		268		—			268			307			—			307		(12.6	%)
Litigation settlements		3		3	a		—			23			23	a		—		NM
Charitable contributions to the MasterCard Foundation		—		—			—			400			395	b		5	c	NM
Depreciation and amortization		25		—			25			25			—			25		0.0	%
Total operating expenses		728		3			725			1,120			418			702		3.2	%
Operating income (expense)		269		3			272			(274	)		418			144		88.9	%
Operating Margin		27.0	%	—			27.3	%		(32.4	%)		—			17.0	%	10.3	ppt.
Other Income (Expense)
Investment income, net		36		—			36			29			(7	)d		22		63.6	%
Interest expense		(11	)	—			(11	)		(16	)		—			(16	)	31.3	%
Other income, net		92		90	e		2			—			—			—		NM
Total other income (expense)		117		90			27			13			(7	)		6		350.0	%
Income (loss) before income taxes		386		(87	)		299			(261	)		411			150		99.3	%
Income tax expense (benefit)		134		(30	)		104			50			—	f		50		108.0	%
Net Income (loss)	$	252		($57	)	$	195			($310	)	$	411		$	101		93.1	%
Basic Net Income (Loss) per Share	$	1.86		($0.42	)	$	1.44			($2.30	)	$	3.04		$	0.74		94.1	%
Diluted Net Income (Loss) per Share	$	1.85		($0.42	)	$	1.43			($2.30	)	$	3.04		$	0.74		93.0	%
($ million)	For the six months ended 6/30/07								For the six months ended 6/30/06									YOY Growth
	Actual			Special Items		As Adjusted			Actual			Special Items			As Adjusted			As Adjusted
Revenues, net	$	1,912		—		$	1,912		$	1,585			—		$	1,585		20.6	%
Operating Expenses
General and administrative		830		—			830			713						713		16.4	%
Advertising and marketing		447		—			447			490			—			490		(8.8	%)
Litigation settlements		3		3	a		—			23			23	a		—		NM
Charitable contributions to the MasterCard Foundation		—		—			—			400			395	b		5	c	NM
Depreciation and amortization		49		—			49			50			—			50		(1.4	%)
Total operating expenses		1,329		3			1,326			1,676			418			1,258		5.4	%
Operating income (expense)		583		3			586			(91	)		418			327		79.2	%
Operating Margin		30.5	%	—			30.6	%		(5.7	%)		—			20.6	%	10	ppt.
Other Income (Expense)
Investment income, net		73					73			50			(7	)d		43		69.8	%
Interest expense		(26	)	—			(26	)		(27	)		—			(27	)	3.7	%
Other income, net		92		90	e		2			—			—			—		NM
Total other income (expense)		139		90			49			23			(7	)		16		206.3	%
Income (loss) before income taxes		722		(87	)		635			(68	)		411			343		85.1	%
Income tax expense (benefit)		255		(30	)		225			116			—	f		116		94.0	%
Net Income (loss)	$	467		($57	)	$	410			($184	)	$	411		$	227		80.6	%
Basic Net Income (Loss) per Share	$	3.44		($0.42	)	$	3.02			($1.36	)	$	3.04		$	1.68		79.6	%
Diluted Net Income (Loss) per Share	$	3.42		($0.42	)	$	3.00			($1.36	)	$	3.04		$	1.68		78.6	%

^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 Other income related to a settlement agreement to discontinue the company’s sponsorship of the 2010 and 2014 World Cup soccer events

^f Net tax effect of all special items for 2006 is negligible

NM = Not meaningful

Note that the figures in the preceding tables may not sum due to rounding

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
Three months ended June 30, 2006:
Income (Loss) before income taxes	$	(261	)	19.1	%	$	395	$	134	33.6	%
Income tax expense1		50							45
Net Income (Loss)	$	(310	)					$	89
Six months ended June 30, 2006:
Income (Loss) before income taxes	$	(68	)	171.5	%	$	395	$	327	34.0	%
Income tax expense1		116							111
Net Income (Loss)	$	(184	)					$	216

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

Note that the figures in the preceding table may not sum due to rounding

For more information about these reconciliations, refer to MasterCard Incorporated’s Form 8-K filed with the Securities and Exchange Commission on August 1, 2007.

###

EX-99.2

MasterCard Incorporated

2

nd

Quarter 2007

Financial Results Conference Call

August 1, 2007

Exhibit 99.2

2

2

nd

Quarter Financial Results

•

Delivered record quarterly net income of $195 million and earnings per share

of

$1.43,

on

a

diluted

basis,

excluding

special

items

1

•

Achieved quarterly net income of $252 million, or $1.85 per share, on a

diluted basis,

including

special

items

1

•

Achieved record quarterly net revenue of $997 million, growth of

17.8%

primarily due to:

–

Gross dollar volume growth (13.3%

2

to $555 billion)

–

Increase in processed transactions (15.2% to 4.6 billion)

–

Increase in cross-border transaction volumes (17.3%)

•

Improved operating margin to 27.3% from 17.0% in 2006, excluding

special

items

1

•

Maintained already solid financial position -

$2.8 billion of cash, cash

equivalents and available-for-sale securities at quarter end

1

See Appendix A for GAAP reconciliation of special items

2

On a local currency basis

3

$

1.85

$

252

(134)

92

(11) 

36

269

27.0%

25

_

3

268

432

$

997

Actual

2Q 07

NM

_

_

Litigation

108.0

(50)

(104)

Tax Expense

(31.3)

(16)

(11)

Interest Expense

_

25

25

Depreciation and Amortization

NM

5

_

Charitable Contribution

$

0.74

$

101

_

22

144

17.0%

307

365

$

846

2Q 06 Adjusted

for special items

NM

2

Other Income

93.9

$

1.43

Diluted EPS

93.1

$

195

Net Income

(12.6)

268

Advertising and Marketing

63.6

36

Investment Income

18.2

432

General and Administrative

88.9

10.3 ppt

272

27.3%

Operating Income

Operating Margin

17.8

$

997

Net Revenue

Adjusted

Growth %

2Q 07 Adjusted for

special items

2

nd

Quarter

Selected

Financial

Performance

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

a

a

e

d

b

c

a

Adjusted for litigation settlements of $3MM and $23MM in 2007 and 2006, respectively

b

Adjusted

for

contribution

of

stock

to

the

MasterCard

Foundation

of

$395MM

c

Adjusted for interest income on IPO proceeds held for redemption of $7MM

d

Adjusted

for

other

income

related

to

a

settlement

agreement

to

discontinue

the

company's

sponsorship

of

the

2010

and

2014

World

Cup

soccer

events

of

$90MM

e

Net tax effect of all special items in 2006 is negligible

NM = Not meaningful

See Appendix A for a GAAP reconciliation of special items for the three and six months ended June 30, 2007 and 2006

Note: Figures may not sum due to rounding

4

MasterCard Branded Volume (GDV) 

Second Quarter 2007

Note: Figures may not sum due to rounding

9.8

9.8

255

United States

13.3

16.4

555

Worldwide

15.6

18.2

22

Canada

44.6

41.1

10

South Asia/Middle East/Africa (SAMEA)

15.1

18.5

73

Asia Pacific

22.1

27.3

37

Latin America

14.3

23.2

157

Europe

Local

Currency

U.S.

Dollar

GDV

($  billions)

YOY Growth Rate %

5

2

nd

Quarter Revenue -

Assessments

($ in millions)

•

Net assessments increased

$34, or 14.5%, to $268

•

Gross assessments increased

$59, or 13.3%, to $503 due to

strong GDV growth of 13.3%*

•

Net assessments as a % of

gross assessments increased

slightly

$268

$234

$0

$50

$100

$150

$200

$250

$300

2Q06

2Q07

20%

30%

40%

50%

60%

70%

80%

Net Assessment Fees

Rebates and Incentives and a % of gross assessments

* On a local currency basis

6

2

nd

Quarter Revenue -

Operations Fees

($ in millions)

•

Net operations fees up $117, or

19.1%, to $729

•

Gross operations fees

increased $132, or 19.6%, over

2006.  Key drivers include

increases in:

–

Processed transactions

growth: 15.2%

–

GDV growth: 13.3%*

–

Cross-border transaction

volume growth of 17.3%

•

Net operations fees as a % of

gross operations decreased

slightly

$729

$612

$0

$100

$200

$300

$400

$500

$600

$700

$800

2Q06

2Q07

85%

88%

91%

94%

97%

100%

Net Operations Fees

Rebates and incentives and a % of gross operations fees

* On a local currency basis

7

2

nd

Quarter Operating Expenses

($ in millions)

$0

$100

$200

$300

$400

$500

2Q 2006

2Q 2007

General & Administrative

Advertising & Marketing

Depreciation & Amortization

Litigation Settlements

Charitable Contributions

•

Total operating expenses increased

3.2% to $725, excluding special items,

and decreased 35.0% to $728,

including special items*

•

G&A increased 18.2%, or $67, driven

by:

–

Higher personnel costs for

additional staff and contractors

–

Increase in professional fees for

strategic initiatives and legal costs

•

Charitable contributions in 2006

primarily represented the initial

donation of stock to the MasterCard

Foundation

•

A&M decreased 12.6%, or $39, due

to:

–

Significant World Cup soccer 

sponsorship activity in 2Q06

–

Planned shift in spending to later

quarters in 2007

$365

$307

$25

$432

$268

$25

$23

$400

$3

*

See Appendix A for a GAAP reconciliation of special items for the three and six months ended June 30, 2007 and 2006

8

2

nd

Quarter Cash Flow Statement and

Balance Sheet Highlights

•

Generated $446 million in cash flow from operations during the six months

ended June 30, 2007

•

Cash, cash equivalents and available-for-sale securities of $2.8 billion and

stockholders’

equity of $2.9 billion

•

Prepaid expenses increased $65 million primarily due to higher customer

incentives and advertising expenses

•

Debt of $80 million reclassified from long-term to short-term

9

2007 Items for Consideration

•

Special items:

–

None in 3Q 2006

–

Litigation settlements of $2 million in 4Q 2006

•

Expect second half G&A to grow at a rate similar to first half of the year

•

A&M spend:

–

Still anticipate very modest full-year growth

–

3Q 2007 spend higher than 2Q 2007

–

Highest spend in 4Q 2007, but more evenly distributed over remaining

two quarters than in prior years

•

Redecard

investment will be “marked-to-market”

on our balance sheet

Income Statement

Balance Sheet

11

Appendix A: GAAP Reconciliation

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

Other income related to a settlement agreement to discontinue the company's sponsorship of the 2010 and 2014 World Cup soccer events

f

Net tax effect of all special items in 2006 is negligible

NM = Not meaningful

Figures may not sum due to rounding

12

Appendix A (cont.): GAAP Reconciliation

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

Other

income

related

to

a

settlement

agreement

to

discontinue

the

company's

sponsorship

of

the

2010

and

2014

World

Cup

soccer

events

f

Net tax effect of all special items in 2006 is negligible

NM = Not meaningful

Figures may not sum due to rounding