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): December 9, 2010

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 7.01 Regulation FD Disclosure

On December 9, 2010, MasterCard Incorporated (the “Company”) issued a press release, attached hereto as Exhibit 99.1, announcing that it had agreed to the terms of a cash acquisition (the “Acquisition”) of the prepaid card program management business (the “Business”) of Travelex Holdings Ltd, a corporation formed under the laws of England and Wales (“Travelex”), including the issued and outstanding shares of Travelex Card Services Ltd, a wholly-owned subsidiary of Travelex, and the assets of certain other subsidiaries of Travelex related to the Business. The Business will be acquired by MasterCard Services Ltd (“MSL”), a wholly-owned subsidiary of the Company. On December 9, 2010, the Company will host a conference call to discuss the Acquisition. A copy of the presentation to be used during the conference call is attached hereto as Exhibit 99.2. All information in these exhibits is furnished but not filed.

Item 8.01. Other Events.

Pursuant to the terms of the Acquisition, MSL will acquire the Business for an aggregate price of £290 million ($458 million), with additional consideration of up to £35 million ($55 million) if certain performance targets are met. The Acquisition is expected to close in the first half of 2011.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit Description
99.1	Press Release issued by MasterCard Incorporated, dated December 9, 2010.
99.2	Presentation of MasterCard Incorporated, dated December 9, 2010.

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: December 9, 2010	By	/S/    NOAH J. HANFT
		Noah J. Hanft
		General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit Number	Exhibit Description
99.1	Press Release issued by MasterCard Incorporated, dated December 9, 2010.
99.2	Presentation of MasterCard Incorporated, dated December 9, 2010.

EX-99.1

Exhibit 99.1

MasterCard Acquires Travelex’s Prepaid Card Program

Management Assets

Purchase NY, and London UK, December 9, 2010 – MasterCard Incorporated (NYSE:MA) and Travelex today announced that MasterCard has purchased the prepaid Card Program Management (CPM) operations of Travelex for £290 (US $458) million in cash, with an earn-out of up to an additional £35 (US $55) million if certain performance targets are met. The transaction is expected to close in the first half of 2011.

MasterCard is acquiring the Travelex operations that manage and deliver consumer and corporate prepaid travel cards to business partners around the world, including financial institutions, retailers, travel agents and foreign exchange bureaus. These operations also manage cross-border payroll, per-diem and expense-management prepaid cards for corporations. MasterCard has no plans to issue cards directly as a result of this transaction.

As part of the transaction, MasterCard and Travelex signed a long-term contract whereby MasterCard will provide program management services for the Travelex Cash Passport prepaid card sold through Travelex stores and online channels. Travelex, the world’s largest foreign-exchange specialist, pioneered the growing prepaid travel card market with its Cash Passport card, which provides international travellers a more secure and convenient way to carry and spend money abroad.

The deal is an extension of a strong and long-term partnership between MasterCard and Travelex. Last year, the two companies expanded their relationship by agreeing to convert the majority of Travelex card programs to the MasterCard brand and by implementing the global prepaid transaction-processing capabilities of MasterCard Integrated Processing Solutions™ (IPS). MasterCard IPS provides financial institutions world-class debit and prepaid processing solutions that are scalable, reliable, secure and flexible.

“The acquisition of Travelex’s CPM operations underscores MasterCard’s commitment to the global prepaid business, which remains a key strategic focus for us,” said Ajay Banga, MasterCard president and chief executive officer. “This acquisition enables MasterCard to play a greater role in the prepaid value chain, allowing us to shape the future of prepaid, especially in high-growth markets and in the attractive cross-border payments space where we can displace cash and traveler’s cheques.”

Peter Jackson, CEO of Travelex, commented: “The sale of CPM will allow us to accelerate our investment plans, particularly in higher growth regions such as Asia and South America and in the growing e-commerce channel. MasterCard is a great partner of Travelex and we are also pleased to continue to offer our customers the benefits of the Travelex Cash Passport. The sale follows a strong year for the Group in which we have continued to extend our global footprint and deliver a strong performance.”

The acquisition furthers MasterCard’s strategic business goals. Adding Travelex’s CPM operations strengthens MasterCard’s suite of global prepaid business assets allowing the company to focus on countries outside of the U.S. to accelerate prepaid market entry and growth. The transaction is consistent with MasterCard’s commitment to working with partners and issuers around the world to issue MasterCard prepaid cards and deliver the most innovative prepaid card solutions to the marketplace.

MasterCard Acquires Travelex’s Prepaid Card Program Management Assets

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For Travelex, the sale will provide further resources to continue to invest across the Group. Travelex remains focused on growing its consumer foreign exchange and international payments business for its retail and corporate customers with further expansion in fast growing emerging markets, including areas of Asia and South America. The retail distribution of cards through Travelex channels also remains a strategic priority. As part of the transaction, Travelex has agreed with its lenders to use part of the proceeds to reduce its senior debt facilities.

Prepaid is one of the fastest-growing payment card categories. According to a 2010 Boston Consulting Group study commissioned by MasterCard, prepaid is expected to reach more than $840 billion in global volume by 2017, a compound annual growth rate (CAGR) of 22 percent. This same study estimates that the prepaid open-loop market in the travel sector is expected to grow at a CAGR of 31 percent over the same period.

MasterCard expects the transaction to be $0.04 dilutive to its 2011 earnings per share due to amortization and one time transaction and integration costs. For 2012, MasterCard expects the transaction to be neutral and accretive beginning in 2013.

At 9:00 a.m. ET today, MasterCard will host a conference call to discuss the transaction. The dial-in information for this call is 866-277-1184 (within the U.S.) and 617-597-5360 (outside the U.S.) and the passcode is 18055271. A replay of the call will be available for one week thereafter. The replay can be accessed by dialling 888-286-8010 (within the U.S.) and 617-801-6888 (outside the U.S.) and using passcode 34600156.

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.

# # #

Forward-Looking Statements

Statements in this press release which are not historical facts, including statements about MasterCard’s proposed acquisition of the prepaid card program-management operation of Travelex and plans about 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. Such forward-looking statements include, without limitation:

• that MasterCard can utilize the CPM acquisition to enhance its presence in the rapidly expanding prepaid sector and cross-border travel business as well as offer a robust end-to-end prepaid solution;

• MasterCard’s ability to successfully accelerate prepaid market entry and growth;

• the size and growth rate of prepaid as a payment card category;

• the transaction being $0.04 dilutive in 2011, neutral in 2012 and accretive in 2013; and

• that all necessary conditions to consummate the transaction will be met or waived by MasterCard.

In addition, actual results may differ materially from such forward-looking statements for a number of reasons related more broadly to MasterCard’s overall business, 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,

MasterCard Acquires Travelex’s Prepaid Card Program Management Assets

Page 3

2009, the company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that have been filed with the SEC during 2010. Factors other than those listed above could also cause the company’s results to differ materially from expected results.

About MasterCard Incorporated

As a leading global payments company, MasterCard Incorporated prides itself on being at the heart of commerce, helping to make life easier and more efficient for everyone, everywhere. MasterCard serves as a franchisor, processor and advisor to the payments industry, and makes commerce happen by providing a critical economic link among financial institutions, governments, businesses, merchants, and cardholders worldwide. In 2009, $2.5 trillion in gross dollar volume was generated on its products by consumers around the world. Powered by the MasterCard Worldwide Network – the fastest payment processing network in the world – MasterCard processes over 22 billion transactions each year and has the capacity to handle 140 million transactions per hour, with an average network response time of 140 milliseconds and with 99.99 percent reliability. MasterCard advances global commerce through its family of brands, including MasterCard^®, Maestro^®, and Cirrus^®; its suite of core products such as credit, debit, and prepaid; and its innovative platforms and functionalities, such as MasterCard PayPass™ and MasterCard inControl™. MasterCard serves consumers, governments, and businesses in more than 210 countries and territories. For more information, please visit us at http://www.mastercard.com.

About Travelex Holdings Ltd

Travelex is the world’s largest non-bank wholesale foreign exchange supplier and the world’s largest non-bank provider of commercial cross-border payment services. Travelex retail operations stretch across more than 20 countries with presence in over 100 airports and over 800 stores globally, supported by over 450 ATMs and a strong online presence in key markets

Travelex Holdings Ltd is headquartered in London, UK, and employs over 7,000 people. Travelex reported strong half year results with revenues of £343m, up 16% on the same period in 2009.

Travelex was founded by Lloyd Dorfman who started a currency exchange business from one small shop in London in 1976. For more information, please visit us at http://www.travelex.com

About the Card Program Management operations of Travelex (CPM)

CPM is the world’s largest program manager of international prepaid cards, with over 3.4m active cards and programs in 20 countries, including UK, North America, Brazil, Australia and South Africa. The business consists of card operations which develop, manage and distribute FX prepaid card products for Travelex and third parties, including financial institutions and travel agents.

CPM is headquartered in Peterborough, UK, and employs about 350 people.

Contacts:

MasterCard Incorporated

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

Media Relations: Joanne Trout, MasterCard Worldwide, joanne_trout@mastercard.com, 914-249-6644

Travelex

Head of Communications: Dani Filer, +44 20 7400 4000

Tulchan Communications: Peter Hewer/ Susanna Voyle/ Tom Murray +44 20 7353 4200

EX-99.2

Exhibit 99.2

MasterCard’s Acquisition of Travelex’s

Prepaid Card Program Management

Conference Call December 9, 2010

Forward-Looking Statements

Statements in this presentation that are not historical facts, including statements about MasterCard’s proposed acquisition of the Card Program Management operations of Travelex as well as plans about strategies, beliefs and expectations, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on reasonable assumptions, plans, estimates and expectations, and are not guarantees of future performance. They are based on management’s expectations that involve a number of business risks and uncertainties, any of which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements.

MasterCard undertakes no obligation to publicly update or revise any forward-looking statement. The risks and uncertainties relating to the forward-looking statements in this presentation include those described under the caption “Risk Factors” and “Forward-Looking Statements” in the Company’s most recent Form 10-K, Form 10-Qs and/or any Form 8-Ks filed or furnished with the U.S. Securities and Exchange Commission.

2

Acquisition of Prepaid Card Program Management

• Acquisition of the card program management operations from Travelex

– Global footprint

– Leading cardholder services

– Specialized expertise

• Agreement expands and extends our previous relationship with Travelex

– Now offers prepaid program management for the Travelex retail operations

– MasterCard gains brand exclusivity

• Acquisition price of £290 million in cash, with an earn-out of up to an additional £35 million if certain performance targets are met

• Expected to close in the first half of 2011

3

The Strategic Opportunity

Advances MasterCard’s leadership position in the prepaid segment – Projected to grow at 20+% CAGR to $840 billion by 2017*

Provides MasterCard the ability to provide customers and partners end-to-end or modular solutions to augment their capabilities

The prepaid card program management business operates in 20 countries and is launching in several other countries in 2011

* Source: Boston Consulting Group

4

Open Loop Prepaid Card Value Chain

Typical Role Examples

• Consumer relationships Walmart, HR Block,

Distributor • Card distribution; Channel management Direct Express, Poste

• Activation; Reload; Funds Transfer Italiane, Travelex

Program • General contractor for card design and production netSpend, Travelex,

• Supports issuance, delivery, distribution and inventory management Green Dot,

Manager • Customer service functions and regulatory compliance Blackhawk, Edenred

• Performs authorization, clearing, settlement MasterCard (IPS),

Processor • Customer service infrastructure PPS, ECS, Visa, TSYS,

• Passes information to marketing/rewards programs FDC, Fidelity

• Provides acceptance locations

Network • Switches/settles transactions among members MasterCard, Visa,

• Sets rules, including processing, interchange, exception processing, etc. AmEx, Discover

• Holds funds in account Citi, Chase, Wells,

Issuer • Regulatory compliance (KYC, Patriot Act) Bancorp, Poste

• Receives and disburses settlement funds Italiane

5

Card Program Management Overview

Global prepaid card program manager of consumer and corporate prepaid travel cards

Revenues of €36 million through 9/30/10 driven from commissions, currency exchange and card usage

Unique capabilities include:

Global footprint: Program management expertise across 20 countries with 24/7 Call Center Support in 12 languages

Leading cardholder services: Outstanding fraud monitoring capabilities and global cardholder emergency assistance services

Specialized expertise: Chip-and-PIN card program expertise and global risk and compliance experience

About 350 employees with the headquarters and most operations based in the U.K.

6

A Good Strategic Fit

Advances MasterCard’s vision to be the global leader in prepaid, especially within the high-growth cross-border segment

Provides multi-country infrastructure to accelerate prepaid market entry and growth in emerging markets

Flexibility to provide modular assets to support existing prepaid partners or end-to-end services to accelerate growth in select markets

Existing relationship with Travelex facilitates technical and operational integration

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Financial Considerations

Purchase price of €290 million, with an earn-out of up to an additional €35 million if certain performance targets are met

Transaction financed using available cash with expected closing in the first half of 2011

Expected financial impact

FY2011: approximately 4 cents dilutive to EPS

FY2012: breakeven

FY2013: accretive

No change expected to our stated long-term performance objectives as presented at our September 15th Investor meeting

8

Master Card Worldwide

The Heart of Commerce TM