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): October 31, 2012

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 October 31, 2012, MasterCard Incorporated (“MasterCard”) issued a press release announcing financial results for its third quarter ended September 30, 2012.

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, MasterCard discloses the following non-GAAP financial measures:

• Total operating expenses, operating income, net income and earnings per share presented on a pro forma basis giving effect to the exclusion of provisions for an incremental amount related to the financial portion of potential litigation settlements accrued during the nine month period ended September 30, 2012. MasterCard excluded this item because MasterCard’s management monitors provisions for material litigation settlements separately from ongoing operations and evaluates ongoing performance without these amounts. MasterCard’s management believes that the non-GAAP financial measures presented facilitate understanding of MasterCard’s operating performance and meaningful comparison of its results between periods.

• Presentation of growth rates adjusted for currency. Due to the impact of foreign currency rate fluctuations on reported results, MasterCard’s management believes the presentation of certain growth rates adjusted for currency provides relevant information.

MasterCard’s management uses these non-GAAP financial measures to, among other things, evaluate its ongoing operations in relation to historical results, for internal planning and forecasting purposes and in the calculation of performance-based compensation. Pursuant to the requirements of Regulation S-K, the attached press release includes reconciliations of the requisite non-GAAP financial measures to the most directly comparable GAAP financial measures. The presentation of non-GAAP financial measures should not be considered in isolation or as a substitute for the Company’s related financial results prepared in accordance with GAAP.

Item 7.01 Regulation FD Disclosure

On October 31, 2012, MasterCard will host a conference call to discuss its third quarter ended September 30, 2012 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.

2

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Exhibit Description
99.1	Press Release issued by MasterCard Incorporated, dated October 31, 2012.
99.2	Presentation of MasterCard Incorporated, dated October 31, 2012.

3

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: October 31, 2012	By	/s/ Bart S. Goldstein
		Bart S. Goldstein Corporate Secretary and Senior Associate General Counsel

4

EXHIBIT INDEX

Exhibit Number	Exhibit Description
99.1	Press Release issued by MasterCard Incorporated, dated October 31, 2012.
99.2	Presentation of MasterCard Incorporated, dated October 31, 2012.

5

EX-99.1

Exhibit 99.1

MasterCard Incorporated Reports

Third-Quarter 2012 Financial Results

• Net income of $772 million, or $6.17 per diluted share

• Net revenue increase of 5%, to $1.9 billion

• Gross dollar volume up 14% and purchase volume up 12%

Purchase, NY, October 31, 2012 – MasterCard Incorporated (NYSE: MA) today announced financial results for the third quarter of 2012. The company reported net income of $772 million, up 8%, and earnings per diluted share of $6.17, up 10%, in each case versus the year-ago period.

Net revenue for the third quarter of 2012 was $1.9 billion, a 5% increase versus the same period in 2011. Adjusted for currency, net revenue increased 10% compared to the same period in 2011. Net revenue growth was driven by the impact of the following:

• A 14% increase in gross dollar volume on a local currency basis, to $918 billion;

• An increase in processed transactions of 24%, to 8.7 billion; and

• An increase in cross-border volumes of 14%.

These factors were partially offset by an increase in rebates and incentives, primarily due to new and renewed agreements and increased volumes.

Worldwide purchase volume during the quarter was up 12% on a local currency basis versus the third quarter of 2011, to $676 billion. As of September 30, 2012, the company’s customers had issued 1.9 billion MasterCard and Maestro-branded cards.

“MasterCard continues to drive solid financial performance and focus on executing key deals, investments and partnerships,” said Ajay Banga, MasterCard president and CEO. “We won significant business in Europe this quarter with Nordea, Credit Agricole and CSOB in the Czech Republic and, in the U.S., we acquired loyalty reward provider Truaxis to better connect consumers with targeted, relevant offers.

“Additionally, emerging geographies and governments continue to provide great opportunities for growth. In Africa, our win with Nakumatt, the largest supermarket chain in East Africa, is expected to deliver more than a million multi-currency prepaid loyalty cards to consumers. We also continue to support governments around the world, including new programs in the U.S. and Mexico with several large government agencies that help save money and deliver more effective and efficient programs and benefits,” Banga concluded.

-more-

MasterCard Incorporated – Page 2

Total operating expenses increased 5%, to $854 million in the third quarter of 2012. Adjusted for currency, operating expenses increased 8%. The increase in total operating expenses was primarily driven by higher personnel costs related to strategic initiatives.

Operating income for the third quarter of 2012 increased 6% over the year-ago period, and the company delivered an operating margin of 55.5%.

MasterCard reported other income of $2 million in the third quarter of 2012 versus other income of $28 million in the third quarter of 2011. The decrease was primarily driven by lower realized gains on sales of investments, an adjustment to acquisition-related provisions in last year’s third quarter and increased expenses from investments in joint ventures.

The effective tax rate was 27.6% in the third quarter of 2012, versus a rate of 30.5% in the comparable period in 2011. The decrease was primarily due to a discrete benefit related to additional export incentives and a benefit from a deduction related to the Company’s authorization software.

During the third quarter of 2012, MasterCard repurchased approximately 500,000 shares of Class A common stock at a cost of $216 million. Quarter-to-date through October 25, the company repurchased approximately 255,000 additional shares at a cost of approximately $119 million, with $1.1 billion remaining under the most recent $1.5 billion repurchase program authorization.

Year-to-Date 2012 Results

For the nine months ended September 30, 2012, MasterCard reported net income of $2.2 billion, or $17.18 per diluted share, excluding a special item taken in the second quarter for an incremental $13 million after-tax charge related to the U.S. merchant litigations. Including the special item, diluted earnings per share was $17.07.

Net revenue for the nine months ended September 30, 2012 was $5.5 billion, an increase of 10% versus the same period in 2011, or 14% adjusted for currency. Gross dollar volume growth of 16%, transaction processing growth of 27% and cross-border volume growth of 16% contributed to the net revenue growth in the year-to-date period. These factors were partially offset by an increase in rebates and incentives, primarily due to new and renewed customer agreements and increased volumes.

Excluding the special item, operating expenses increased 8%, to $2.4 billion, for the nine months ended September 30, 2012, primarily due to higher personnel costs related to strategic initiatives. Excluding currency fluctuations and the special item, total operating expenses increased 10%. Including the special item in the second quarter, total operating expenses increased 9%.

Excluding the special item, operating income increased 12% for the nine months ended September 30, 2012 versus the same period in 2011, delivering an operating margin of 55.6%.

MasterCard Incorporated – Page 3

MasterCard reported no other income/expense for the nine months ended September 30, 2012, versus other income of $35 million in the same period last year. This decrease was primarily driven by lower realized gains on sales of investments, increased expenses from investments in joint ventures and an adjustment to acquisition-related provisions made in last year’s third quarter.

MasterCard’s effective tax rate was 29.1% in the nine months ended September 30, 2012, including the special item, compared to a rate of 31.6% in the comparable period in 2011. The decrease was primarily due to discrete benefits related to additional export incentives and the conclusion of tax examinations in certain jurisdictions.

Third-Quarter Financial Results Conference Call Details

At 10:00 a.m. ET today, the company will host a conference call to discuss its third-quarter results.

The dial-in information for this call is 888-771-4371 (within the U.S.) and 847-585-4405 (outside the U.S.) and the passcode is 33358414. A replay of the call will be available for one week following the meeting. The replay can be accessed by dialing 888-843-7419 (within the U.S.) and 630-652-3042 (outside the U.S.) and using passcode 33358414.

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 mastercard.com.

Non-GAAP Financial Information

The company’s total operating expenses, operating income, net income and earnings per share, excluding the special item, are non-GAAP financial measures that are reconciled to their most directly comparable GAAP measures in the accompanying financial tables. Presentation of growth rates adjusted for currency also represents a non-GAAP measure.

About MasterCard Incorporated

MasterCard (NYSE: MA), www.mastercard.com, is a global payments and technology company. It operates the world’s fastest payments processing network, connecting consumers, financial institutions, merchants, governments and businesses in more than 210 countries and territories. MasterCard’s products and solutions make everyday commerce activities – such as shopping, traveling, running a business and managing finances – easier, more secure and more efficient for everyone. Follow us on Twitter @MasterCardNews, join the discussion on the Cashless Conversations Blog and subscribe for the latest news.

MasterCard Incorporated – Page 4

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, statements related to the Company’s ability to execute on key deals, investments and partnerships globally, including in emerging markets, in order to benefit consumers and support governments around the world to deliver more effective and efficient programs and benefits.

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, 2011, the company’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that have been filed with the SEC during 2012, 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: Jim Issokson, james_issokson@mastercard.com, 914-249-6286

MasterCard Incorporated – Page 5

MASTERCARD INCORPORATED

CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
	(in millions, except per share data)
Revenues, net	$	1,918		$	1,818		$	5,496		$	4,986
Operating Expenses
General and administrative		620			565			1,790			1,599
Advertising and marketing		176			200			480			522
Depreciation and amortization		58			51			168			142
Provision for litigation settlement		—			—			20			—
Total operating expenses		854			816			2,458			2,263
Operating income		1,064			1,002			3,038			2,723
Other Income (Expense)
Investment income		9			17			27			40
Interest expense		(4	)		(6	)		(13	)		(18	)
Other income (expense), net		(3	)		17			(14	)		13
Total other income (expense)		2			28			—			35
Income before income taxes		1,066			1,030			3,038			2,758
Income tax expense		294			314			885			872
Net income		772			716			2,153			1,886
Loss attributable to non-controlling interests		—			1			1			1
Net Income Attributable to MasterCard	$	772		$	717		$	2,154		$	1,887
Basic Earnings per Share	$	6.19		$	5.65		$	17.13		$	14.71
Basic Weighted Average Shares Outstanding		125			127			126			128
Diluted Earnings per Share	$	6.17		$	5.63		$	17.07		$	14.66
Diluted Weighted Average Shares Outstanding		125			127			126			129

MasterCard Incorporated – Page 6

MASTERCARD INCORPORATED

CONSOLIDATED BALANCE SHEET

(UNAUDITED)

	September 30, 2012			December 31, 2011
	(in millions, except share data)
ASSETS
Cash and cash equivalents	$	3,045		$	3,734
Investment securities available-for-sale		2,594			1,215
Accounts receivable		912			808
Settlement due from customers		815			601
Restricted security deposits held for customers		775			636
Prepaid expenses and other current assets		575			404
Deferred income taxes		356			343
Total Current Assets		9,072			7,741
Property, plant and equipment, net		465			449
Deferred income taxes		101			88
Goodwill		1,087			1,014
Other intangible assets, net of accumulated amortization		676			665
Other assets		719			736
Total Assets	$	12,120		$	10,693
LIABILITIES AND EQUITY
Accounts payable	$	319		$	360
Settlement due to customers		839			699
Restricted security deposits held for customers		775			636
Accrued litigation		790			770
Accrued expenses		1,620			1,610
Other current liabilities		205			142
Total Current Liabilities		4,548			4,217
Deferred income taxes		103			113
Other liabilities		545			486
Total Liabilities		5,196			4,816
Commitments and Contingencies
Stockholders’ Equity
Class A common stock, $0.0001 par value; authorized 3,000,000,000 shares, 133,420,992 and 132,771,392 shares issued and 119,503,347 and 121,618,059 outstanding, respectively		—			—
Class B common stock, $0.0001 par value; authorized 1,200,000,000 shares, 5,010,762 and 5,245,676 issued and outstanding, respectively		—			—
Additional paid-in-capital		3,619			3,519
Class A treasury stock, at cost, 13,917,645 and 11,153,333 shares, respectively		(3,527	)		(2,394	)
Retained earnings		6,786			4,745
Accumulated other comprehensive income (loss)		34			(2	)
Total Stockholders’ Equity		6,912			5,868
Non-controlling interests		12			9
Total Equity		6,924			5,877
Total Liabilities and Equity	$	12,120		$	10,693

MasterCard Incorporated – Page 7

MASTERCARD INCORPORATED

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended September 30,
	2012			2011
	(in millions)
Operating Activities
Net income	$	2,153		$	1,886
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		168			142
Share-based payments		66			53
Stock units withheld for taxes		(41	)		(33	)
Tax benefit for share-based compensation		(46	)		(11	)
Deferred income taxes		(40	)		136
Other		35			7
Changes in operating assets and liabilities:
Accounts receivable		(112	)		(100	)
Income taxes receivable		(53	)		—
Settlement due from customers		(213	)		(16	)
Prepaid expenses		(122	)		39
Obligations under litigation settlements		20			(302	)
Accounts payable		(36	)		(8	)
Settlement due to customers		140			(84	)
Accrued expenses		129			163
Net change in other assets and liabilities		34			28
Net cash provided by operating activities		2,082			1,900
Investing Activities
Acquisition of businesses, net of cash acquired		(70	)		(460	)
Purchases of investment securities available-for-sale		(2,123	)		(188	)
Purchases of property, plant and equipment		(68	)		(51	)
Capitalized software		(96	)		(65	)
Proceeds from sales of investment securities available-for-sale		195			371
Proceeds from maturities of investment securities available-for-sale		576			36
Proceeds from maturities of investment securities held-to-maturity		—			301
Investment in nonmarketable equity investments		(25	)		(8	)
Other investing activities		(1	)		9
Net cash used in investing activities		(1,612	)		(55	)
Financing Activities
Purchases of treasury stock		(1,135	)		(1,118	)
Dividends paid		(94	)		(58	)
Payment of debt		—			(21	)
Tax benefit for share-based compensation		46			11
Cash proceeds from exercise of stock options		28			15
Contribution by non-controlling interest		4			—
Net cash used in financing activities		(1,151	)		(1,171	)
Effect of exchange rate changes on cash and cash equivalents		(8	)		12
Net (decrease) increase in cash and cash equivalents		(689	)		686
Cash and cash equivalents - beginning of period		3,734			3,067
Cash and cash equivalents - end of period	$	3,045		$	3,753
Non-Cash Investing and Financing Activities
Fair value of assets acquired, net of cash acquired	$	73		$	549
Fair value of liabilities assumed related to acquisitions	$	3		$	89

MasterCard Incorporated – Page 8

MASTERCARD INCORPORATED OPERATING PERFORMANCE

	For the 3 Months ended September 30, 2012
	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
APMEA	$	251		18.0	%		21.2	%	$	170		19.5	%		1,760	$	81		25.2	%		614		331		359		10.3
Canada		32		4.1	%		5.6	%		30		6.0	%		331		3		1.9	%		6		41		50		0.9
Europe		271		4.6	%		14.5	%		188		10.9	%		2,683		82		24.0	%		492		249		265		9.9
Latin America		74		4.0	%		16.4	%		44		18.8	%		968		30		13.1	%		178		115		133		4.9
Worldwide less United States		628		9.4	%		16.8	%		432		14.5	%		5,743		196		22.3	%		1,291		736		808		26.1
United States		290		7.0	%		7.0	%		244		7.4	%		4,399		46		5.2	%		308		279		313		8.8
Worldwide		918		8.7	%		13.5	%		676		11.8	%		10,142		241		18.6	%		1,598		1,015		1,121		34.9
MasterCard Credit and Charge Programs
Worldwide less United States		394		7.3	%		13.3	%		346		13.8	%		4,085		48		10.2	%		202		470		532
United States		142		0.9	%		0.9	%		134		3.2	%		1,576		7		-28.7	%		7		148		177
Worldwide		536		5.6	%		9.8	%		480		10.6	%		5,660		55		3.0	%		209		619		710
MasterCard Debit Programs
Worldwide less United States		234		13.2	%		23.3	%		86		17.6	%		1,658		147		26.8	%		1,088		266		276
United States		149		13.5	%		13.5	%		110		12.9	%		2,823		39		15.3	%		301		131		135
Worldwide		382		13.3	%		19.3	%		196		15.0	%		4,482		186		24.2	%		1,389		397		411
	For the 9 Months ended September 30, 2012
	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
APMEA	$	707		20.6	%		22.6	%	$	479		21.6	%		4,981	$	228		24.7	%		1,710		331		359
Canada		93		5.2	%		7.8	%		85		8.8	%		944		8		-1.7	%		17		41		50
Europe		776		7.3	%		16.4	%		545		12.4	%		7,617		230		27.3	%		1,389		249		265
Latin America		218		7.6	%		19.5	%		131		24.0	%		2,814		86		13.1	%		528		115		133
Worldwide less United States		1,794		12.1	%		18.6	%		1,241		16.7	%		16,356		553		23.3	%		3,644		736		808
United States		864		9.8	%		9.8	%		726		9.6	%		12,972		138		10.9	%		912		279		313
Worldwide		2,658		11.4	%		15.6	%		1,967		14.0	%		29,327		691		20.6	%		4,556		1,015		1,121
MasterCard Credit and Charge Programs
Worldwide less United States		1,134		10.3	%		15.5	%		995		16.2	%		11,739		139		10.5	%		582		470		532
United States		415		3.7	%		3.7	%		394		5.4	%		4,608		21		-20.8	%		20		148		177
Worldwide		1,549		8.4	%		12.1	%		1,389		12.9	%		16,348		160		5.1	%		602		619		710
MasterCard Debit Programs
Worldwide less United States		660		15.5	%		24.5	%		246		18.7	%		4,616		414		28.2	%		3,063		266		276
United States		449		16.2	%		16.2	%		332		15.1	%		8,363		118		19.3	%		892		131		135
Worldwide		1,109		15.7	%		21.0	%		578		16.6	%		12,980		531		26.1	%		3,955		397		411
	For the 3 Months ended September 30, 2011
	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
APMEA	$	212		35.4	%		25.4	%	$	144		27.2	%		1,483	$	68		21.7	%		474		288		313
Canada		31		14.7	%		8.0	%		28		10.7	%		305		3		-13.8	%		6		40		48
Europe		259		25.1	%		17.3	%		185		13.7	%		2,328		74		27.6	%		412		213		228
Latin America		71		31.0	%		25.1	%		43		30.5	%		856		28		17.5	%		170		106		129
Worldwide less United States		574		28.8	%		20.6	%		401		19.7	%		4,971		172		22.6	%		1,062		646		719
United States		271		13.7	%		13.7	%		227		13.5	%		4,043		44		15.1	%		276		271		304
Worldwide		845		23.5	%		18.3	%		629		17.4	%		9,014		216		21.0	%		1,338		917		1,023
MasterCard Credit and Charge Programs
Worldwide less United States		367		25.2	%		17.5	%		321		19.6	%		3,644		46		4.9	%		184		446		507
United States		140		7.2	%		7.2	%		130		7.0	%		1,556		10		10.3	%		8		145		175
Worldwide		507		19.6	%		14.5	%		451		15.6	%		5,200		56		5.8	%		192		592		682
MasterCard Debit Programs
Worldwide less United States		207		35.8	%		26.4	%		81		20.2	%		1,327		126		30.8	%		878		199		212
United States		131		21.6	%		21.6	%		97		23.5	%		2,487		34		16.6	%		268		126		129
Worldwide		337		29.9	%		24.5	%		178		22.0	%		3,814		160		27.5	%		1,146		325		341
	For the 9 Months ended September 30, 2011
	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
APMEA	$	586		33.1	%		23.5	%	$	397		25.4	%		4,171	$	190		19.7	%		1,324		288		313
Canada		88		14.1	%		7.6	%		80		9.5	%		855		9		-7.3	%		16		40		48
Europe		723		23.9	%		16.7	%		524		13.6	%		6,573		198		25.9	%		1,148		213		228
Latin America		202		31.0	%		23.3	%		119		28.1	%		2,381		83		17.0	%		503		106		129
Worldwide less United States		1,600		27.4	%		19.4	%		1,120		18.7	%		13,980		480		21.1	%		2,990		646		719
United States		787		9.9	%		9.9	%		662		10.8	%		11,675		125		5.3	%		800		271		304
Worldwide		2,387		21.0	%		16.1	%		1,782		15.6	%		25,655		605		17.4	%		3,790		917		1,023
MasterCard Credit and Charge Programs
Worldwide less United States		1,028		23.3	%		15.5	%		896		17.9	%		10,292		132		1.8	%		528		446		507
United States		400		5.8	%		5.8	%		374		6.0	%		4,448		26		3.3	%		22		145		175
Worldwide		1,428		17.8	%		12.6	%		1,270		14.1	%		14,740		158		2.0	%		551		592		682
MasterCard Debit Programs
Worldwide less United States		572		35.7	%		27.0	%		224		21.9	%		3,688		348		30.5	%		2,462		199		212
United States		387		14.4	%		14.4	%		288		17.6	%		7,227		99		5.8	%		778		126		129
Worldwide		958		26.2	%		21.6	%		512		19.4	%		10,915		446		24.1	%		3,240		325		341

APMEA = Asia Pacific / Middle East / Africa

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

MasterCard Incorporated – Page 9

Footnote

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 that do not generally have physical cards associated with them. 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. 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 provided by MasterCard customers and 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 and cards columns is provided by MasterCard customers and is subject to certain limited verification by MasterCard. A portion of the data set forth in the accounts and cards columns reflects the impact of routine portfolio changes among customers and other practices that may lead to over counting of the underlying data in certain circumstances. In order to provide a true indication of how broadly our cards can be used, MasterCard seeks to provide the most accurate acceptance figures possible and to maintain that MasterCard acceptance is unsurpassed worldwide by periodically validating our results with third parties. The data set forth in the acceptance locations column is derived through a proprietary methodology designed to minimize the impact of multiple acquiring in certain markets. This data is based on information provided by our customers and other third parties and is subject to certain limited verification by MasterCard and partial cross-checking against information provided by MasterCard’s transaction processing systems. All data is subject to revision and amendment by MasterCard’s customers subsequent to the date of its release.

In 2012, certain MasterCard Debit and Credit Programs in the Europe region have changed due to a reclassification of programs. There is no impact at the All MasterCard Programs level. In addition, Purchase Transactions for certain Credit Programs in the Latin America region have been restated due to revisions from several customers. MasterCard revenue is not impacted from these changes. Data for the comparable periods in 2012, 2011 and 2010 have been restated to be consistent with these approaches.

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

###

MasterCard Incorporated – Page 10

GAAP Reconciliation

($ in millions, except per share data)

	Nine Months Ended September 30, 2012									Nine Months Ended September 30, 2011
	Actual			Special Item			Non-GAAP			Actual
Provision for litigation settlement	$	20		$	(20	)	$	—		$	—
Total operating expenses		2,458			(20	)		2,438			2,263
Operating income		3,038			20			3,058			2,723
Operating Margin		55.3	%					55.6	%		54.6	%
Income before income taxes		3,038			20			3,058			2,758
Income tax expense		885			7	a		892			872
Net Income Attributable to MasterCard		2,154			13			2,167			1,887
Basic Net Income per Share	$	17.13		$	0.10		$	17.23		$	14.71
Diluted Net Income per Share	$	17.07		$	0.11		$	17.18		$	14.66

a- Tax effect of provision for litigation settlement

EX-99.2

Exhibit 99.2

MasterCard Incorporated Third-Quarter 2012 Financial Results Conference Call

October 31, 2012

Business Update

Operational Overview

Economic Update

Business Highlights

2

3rd Quarter Selected Financial Performance ($ in millions, except per share data)

YOY Growth

As FX

3Q 12 3Q 11 Reported Adjusted

Net revenue $ 1,918 $ 1,818 5% 10%

Total operating expenses 854 816 5% 8%

Operating income 1,064 1,002 6% 12%

Operating margin 55.5% 55.1% 0.4 ppts 0.9 ppts

Net income $ 772 $ 717 8% 13%

Diluted EPS $ 6.17 $ 5.63 10% 15%

Note: Figures may not sum due to rounding

3

3rd Quarter Gross Dollar Volume (GDV)

($ in billions)

$1,100

Worldwide

14% Growth

$1,000

$918

Rest of World

$900

$845

17% Growth

$800

$700

$628

$536

$574

$600

$507

United States

$500

7% Growth

$394

$400

$367

$271

$290

$300

$200

$382

$140

$142

$337

$100

$207

$234

$131

$149

$0

3Q 11

3Q 12

3Q 11

3Q 12

3Q 11

3Q 12

Debit

Credit

Notes: 1. Growth rates are shown in local currency

2. Figures may not sum due to rounding

4

3rd Quarter Processed Transactions and Cards

Processed Transactions 24% Growth

9,000

8,000

7,000

6,000

5,000

8,679

4,000

7,016

Transactions (in millions)

3,000

2,000

1,000

0

3Q 11

3Q 12

Cards

8% Growth

2,000

1,859

1,800

1,718

1,600

738

1,400

695

Cards (in millions)

1,200

1,000

800

600

1,023

1,121

400

200

0

3Q 11

3Q 12

MasterCard Cards

Maestro Cards

Note: Figures may not sum due to rounding

5

3rd Quarter Revenue

($ in millions)

3Q 11

3Q 12

$2,000

$1,818

$1,918

$1,500

$843

$908

$1, 000

$693

$763

$581

$630

$500

$265

$294

$0

-$500

-$1,000

($564)

($677)

-$1,500

Domestic Assessments

Cross-Border Volume Fees

Transaction Processing Fees

Other Revenues

Rebates and Incentives

Total Net Revenue

+8%

+8%

+10%

+11%

+20%

+5%

+10%

FX adjusted

Note: Figures may not sum due to rounding

6

3rd Quarter Operating Expenses

($ in millions)

3Q 11

3Q 12

$1,000

$816

$854

$800

$620

$565

$600

$400

$200

$176

$200

$51

$58

$0

General & Administrative

Advertising & Marketing

Depreciation & Amortization

Total Operating Expenses

+10%

(12%)

+14%

+5%

+8%

FX adjusted

Note: Figures may not sum due to rounding

7

Thoughts for the Future

Business update through October 28

Thoughts for 2012

Net Revenue Operating Expenses Tax Rate

Long-term financial objectives

8

The Heart of Commerce™

9