UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

______________
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 2, 2005

MasterCard Incorporated

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)		000-50250 (Commission File Number)		13-4172551 (IRS Employer Identification No.)

2000 Purchase Street Purchase, New York (Address of principal executive offices)		10577 (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):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		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.

     Set forth below are tables that provide information regarding the performance results for the three and six months ended June 30, 2005 for the payment programs of MasterCard International Incorporated and MasterCard Europe sprl (collectively, “MasterCard”), the principal operating subsidiaries of MasterCard Incorporated. In addition, set forth below are tables that provide information regarding MasterCard’s payment programs for the years ended December 31, 2004 and 2003, in each case restated to present the information on the same basis as the information in the tables for the three and six months ended June 30, 2005.

     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 basis for MasterCard®-branded and MasterCard Electronic™-branded cards. Growth rates over prior periods are provided for volume-based data.

		For the 3 Months ended June 30, 2005
		GDV		Growth		Purchase		Growth		Purchase		Cash		Growth		Cash		Accounts		Cards		Acceptance
All Programs except						Volume				Transactions		Volume				Transactions						Locations
On-Line Debit Programs		(Billions)		(Local)		(Billions)		(Local)		(Millions)		(Billions)		(Local)		(Millions)		(Millions)		(Millions)		(Millions)
South Asia / Middle East Africa		$4.9		33.0%		$3.3		24.9%		53.5		$1.5		54.8%		12.4		12.3		14.6		.6
Asia / Pacific		63.6		5.1%		33.8		13.2%		420.9		29.8		-2.8%		113.2		122.8		136.0		6.7
Europe		112.6		13.4%		83.2		14.4%		1,124.0		29.4		10.7%		202.0		105.6		118.4		7.5
Latin America		22.8		36.2%		10.2		31.9%		258.6		12.6		39.8%		97.7		54.0		65.6		1.9
Canada		15.1		15.4%		12.8		16.9%		172.1		2.3		8.0%		4.8		24.5		30.1		.7
United States		189.5		11.1%		146.7		13.5%		2,091.1		42.7		3.9%		203.0		295.8		351.6		5.9
Worldwide		408.4		12.3%		290.1		14.5%		4,120.2		118.4		7.2%		633.1		615.0		716.3		23.3
Credit Programs
United States		141.5		5.4%		117.6		10.4%		1,396.6		23.9		-13.8%		16.1		231.0		281.2
Worldwide		321.8		8.3%		244.3		13.0%		3,124.1		77.5		-4.2%		264.4		519.5		609.1
Off-Line Debit Programs
United States		48.0		32.3%		29.1		27.7%		694.5		18.9		40.3%		186.8		64.8		70.5
Worldwide		86.6		30.0%		45.7		23.3%		996.0		40.9		38.4%		368.7		95.5		107.1

		For the 6 Months ended June 30, 2005
		GDV		Growth		Purchase		Growth		Purchase		Cash		Growth		Cash		Accounts		Cards
All Programs except						Volume				Transactions		Volume				Transactions
On-Line Debit Programs		(Billions)		(Local)		(Billions)		(Local)		(Millions)		(Billions)		(Local)		(Millions)		(Millions)		(Millions)
South Asia / Middle East Africa		$9.3		29.5%		$6.5		24.6%		103.5		$2.8		42.4%		23.4		12.3		14.6
Asia / Pacific		127.7		5.7%		67.1		13.7%		817.8		60.6		-1.8%		219.9		122.8		136.0
Europe		217.7		12.7%		161.0		14.4%		2,148.6		56.7		8.3%		380.1		105.6		118.4
Latin America		43.4		35.8%		19.2		32.1%		490.6		24.2		38.8%		188.0		54.0		65.6
Canada		28.3		14.3%		23.8		15.8%		319.8		4.5		7.2%		9.3		24.5		30.1
United States		364.1		10.2%		278.5		11.4%		3,969.7		85.7		6.4%		386.5		295.8		351.6
Worldwide		790.5		11.6%		556.0		13.5%		7,850.0		234.5		7.4%		1,207.2		615.0		716.3
Credit Programs
United States		273.0		4.6%		223.0		8.3%		2,653.3		50.0		-9.2%		32.4		231.0		281.2
Worldwide		625.1		7.8%		468.3		12.0%		5,956.4		156.8		-3.0%		507.3		519.5		609.1
Off-Line Debit Programs
United States		91.2		31.1%		55.5		26.0%		1,316.4		35.7		39.8%		354.0		64.8		70.5
Worldwide		165.4		28.9%		87.7		22.4%		1,893.6		77.6		37.1%		699.8		95.5		107.1

		For the Year ended December 31, 2004
		GDV		Growth		Purchase		Growth		Purchase		Cash		Growth		Cash		Accounts		Cards
All Programs except						Volume				Transactions		Volume				Transactions
On-Line Debit Programs		(Billions)		(Local)		(Billions)		(Local)		(Millions)		(Billions)		(Local)		(Millions)		(Millions)		(Millions)
South Asia / Middle East Africa		$15.3		28.1%		$11.1		26.6%		185.7		$4.2		32.3%		39.5		10.6		12.6
Asia / Pacific		235.8		1.6%		117.9		14.1%		1,520.9		117.9		-8.5%		403.4		118.3		131.6
Europe		397.7		14.1%		292.9		13.4%		4,051.3		104.8		16.0%		738.7		99.2		111.7
Latin America		69.3		33.4%		30.7		27.9%		842.7		38.6		38.2%		325.0		46.0		56.9
Canada		50.7		13.4%		42.4		13.8%		607.0		8.4		11.5%		18.5		23.2		28.5
United States		697.9		9.6%		526.4		9.4%		7,430.8		171.5		10.2%		619.3		279.0		338.0
Worldwide		1,466.7		10.6%		1021.4		11.9%		14,638.5		445.3		7.8%		2,144.3		576.2		679.3
Credit Programs
United States		546.9		6.3%		433.1		8.4%		5,214.9		113.8		-0.9%		74.5		217.6		271.6
Worldwide		1,187.6		8.7%		869.2		11.7%		11,361.4		318.4		1.3%		984.8		487.3		579.4
Off-Line Debit Programs
United States		151.0		23.6%		93.3		14.5%		2,216.0		57.7		41.8%		544.7		61.4		66.4
Worldwide		279.2		19.6%		152.2		13.1%		3,277.1		127.0		28.4%		1,159.4		88.9		99.9

		For the Year ended December 31, 2003
		GDV		Growth		Purchase		Growth		Purchase		Cash		Growth		Cash		Accounts		Cards
All Programs except						Volume				Transactions		Volume				Transactions
On-Line Debit Programs		(Billions)		(Local)		(Billions)		(Local)		(Millions)		(Billions)		(Local)		(Millions)		(Millions)		(Millions)
South Asia / Middle East Africa		$10.9		13.5%		$8.0		17.9%		158.3		$2.9		3.0%		31.2		8.4		9.8
Asia / Pacific		222.3		-5.0%		97.8		4.8%		1,361.2		124.5		-11.5%		344.2		109.9		121.6
Europe		317.8		13.3%		235.6		13.1%		3,513.8		82.2		13.9%		707.2		89.5		100.0
Latin America		53.0		31.2%		24.0		20.2%		689.2		29.0		42.0%		269.8		37.9		47.7
Canada		41.7		14.7%		34.7		14.9%		539.9		7.0		13.7%		17.8		20.2		26.6
United States		636.6		5.7%		481.1		8.8%		6,839.2		155.6		-2.9%		557.9		263.3		319.8
Worldwide		1,282.3		6.6%		881.1		10.1%		13,101.5		401.2		-0.3%		1,928.2		529.2		625.5
Credit Programs
United States		514.5		5.9%		399.6		7.3%		4,889.8		114.9		1.3%		82.1		215.3		266.7
Worldwide		1055.2		6.3%		750.9		9.6%		10,213.1		304.2		-1.0%		888.3		460.3		545.7
Off-Line Debit Programs
United States		122.2		5.1%		81.5		17.2%		1,949.4		40.7		-13.0%		475.9		48.0		53.1
Worldwide		227.1		7.8%		130.2		12.8%		2,888.4		97.0		1.8%		1,039.9		68.9		79.8

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 logical and statistical verification by MasterCard. Certain information with respect to acceptance locations is provided by third parties and has not been independently verified by MasterCard. All data is subject to revision and amendment by MasterCard’s members subsequent to the date of its release.

     A portion of the data set forth in the accounts and cards columns reflects the impact of routine portfolio changes among members and other practices that may lead to over counting of the underlying data in certain circumstances.

     The tables include information with respect to MasterCard-branded transactions that are not processed by MasterCard and transactions for which MasterCard does not earn revenues. Cash volumes for the periods indicated in the tables above for MasterCard-branded debit programs in the U.S. region and credit programs in the Asia/Pacific region are higher due to expanded data collection and stricter enforcement of reporting requirements during these periods. Some of the data in the Asia/Pacific region for the periods prior to the three months ended September 30, 2004 has been estimated in order to conform to current presentation standards and ensure comparable statistics. Estimates were not used for periods prior to the year ended December 31, 2003, consequently growth rates for the Asia/Pacific region and worldwide for the year ended December 31, 2003 are higher than previously reported. In addition, a change in methodology for characterizing volumes for certain transactions in China and the United Kingdom has lowered purchase volume and increased cash volume in the Asia/Pacific and Europe regions.

Attached also as Exhibit 99.1 is a press release issued by MasterCard International Incorporated, dated August 2, 2005, which further discusses the results of MasterCard’s payment programs for the three and six months ended June 30, 2005.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits.
Exhibit 99.1		Press Release of MasterCard International Incorporated, dated August 2, 2005.

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.