MasterCard Incorporated Reports Third-Quarter 2007 Financial Results

- Net income up 62.9% to $314 million, or $2.31 per share, on a diluted basis (including $0.51 from gains on partial sale of Redecard investment)

MasterCard Incorporated Reports Third-Quarter 2007 Financial Results

PURCHASE, N.Y., Oct. 31 /PRNewswire-FirstCall/ -. MasterCard Incorporated (NYSE: MA) today announced financial results for third-quarter 2007. For the quarter, the company reported quarterly net income of $314 million, or $2.31 per share on a diluted basis, which includes after-tax gains of $70 million or $0.51 per share on a diluted basis from the partial sale of the company's investment in Redecard S.A. in Brazil.

Net revenues for the quarter were a record, at $1.08 billion, a 20.1% increase versus the same period in 2006. Currency fluctuation (driven by the movement of the euro relative to the US dollar) contributed approximately 2.3% of the increase in revenues for the quarter.

Fueling the higher revenue in the third quarter versus the same period in 2006 was growth in MasterCard's gross dollar volume (GDV), which increased 12.8% on a local currency basis, to $577 billion; a 13.3% increase in the number of transactions processed to 4.8 billion; and, an increase in cross- border volumes of 20.6%.

Worldwide purchase volume rose 14.1%, on a local currency basis, during the quarter to $430 billion, driven by increased cardholder spending on a growing number of MasterCard cards. As of September 30, 2007, the company's customers had issued 878 million MasterCard cards, an increase of 11.3% over the cards issued at September 30, 2006.

"Our solid performance illustrates the strength of our diverse, global business," said Robert W. Selander, MasterCard president and chief executive officer. "We continue to benefit from positive secular trends and outstanding growth in international and emerging markets such as South Asia/Middle East/Africa and Latin America.

"As a unified global company, one of our strongest assets is our ability to align with our customers anywhere worldwide. As our business continues to grow, we are committed to delivering best-in-class dedicated customer account teams, and to finding the right talent to help MasterCard, and our customers, win in the marketplace," said Selander.

Total operating expenses increased 16.3%, to $730 million, in the third quarter of 2007 compared to the same period in 2006. This increase was primarily driven by higher advertising and market development expenses in the quarter, which increased 26.4%, to $264 million, resulting from a change in the timing of 2007 initiatives compared to the same period last year. The first half of 2006 had significant World Cup sponsorship activity versus this year, where a planned shift in spending to the second half of 2007 had been anticipated.

General and administrative expenses increased 10.2%, to $433 million, in the third quarter. This increase was primarily driven by personnel costs related to hiring of additional staff and contractors to support the company's customers as well as increased performance incentive accruals. The increase in total operating expenses was also driven by a $10 million cash contribution to the MasterCard Foundation.

Currency fluctuation contributed 1.6% of the growth in total operating expenses for the quarter.

Total other income was $129 million in the third quarter of 2007 versus $17 million in the same period in 2006. The improvement was driven by a $112 million increase in investment income primarily due to gains realized from the sale of 25% of the company's investment in Redecard S.A. in Brazil. Redecard gains contributed $0.51 per share on a diluted basis to the quarterly earnings per share of $2.31.

MasterCard's effective tax rate was 34.8% in the three months ended September 30, 2007, versus 33.9% in the comparable period in 2006. The year- over-year difference was due to an increase in state income tax liabilities for uncertain tax positions as required under provisions of the recently adopted Financial Accounting Standards Board Interpretation No. 48 ("FIN 48").

Year-to-Date 2007 Results

For the nine months ended September 30, 2007, MasterCard reported net income of $782 million or $5.73 per share, on a diluted basis, including the impact of special items. Excluding the impact of special items, the company reported net income of $724 million, or $5.31 per share, on a diluted basis. 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.

    Special items for the nine months ended September 30, 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.

    Special items for the nine months ended September 30, 2006 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 IPO proceeds, ultimately used
       for redemption of shares of Class B common stock.

Net revenue for the nine months ended September 30, 2007 was approximately $3 billion, a 20.4% increase versus the same period in 2006. In addition to growth in GDV and processed transactions, this increase was driven by a restructuring of pricing, including cross-border transaction pricing implemented in April 2006. Currency fluctuation contributed approximately 2.3% of the increase in revenues in the year-to-date period.

Total operating expenses increased 9.1%, to $2.1 billion, for the nine- month period compared to the same period in 2006, excluding special items for both periods. Including special items, operating expenses decreased 10.6%, to $2.1 billion. Currency fluctuation contributed approximately 1.2% growth in total operating expenses in the year-to-date period.

Total other income was $268 million for the nine-month period versus $41 million for the same period in 2006, on a GAAP basis in both periods. The year-over-year difference was driven by a $135 million increase in investment income primarily due to gains realized from the sale of 25% of the company's investment in Redecard S.A. in Brazil. Redecard gains contributed $0.51 per share on a diluted basis to the earnings per share of $5.73 for the nine months ended September 30, 2007. Additionally, other income increased $91 million 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 35.1% in the nine months ended September 30, 2007, versus the non-GAAP rate of 34.6% 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, excluding the effects of the donation, was due to the effect of a New York state tax law change and a net increase in the accrual of income tax liabilities for uncertain tax positions as required under provisions of the recently adopted FIN 48.

Class A Share Repurchase Update and Additional Class A Share Repurchase

In April 2007, the Company's Board of Directors authorized a plan for the Company to repurchase up to $500 million of its Class A common stock in open market transactions during 2007. As of September 30, 2007, approximately 2.0 million shares of Class A common stock had been repurchased at a cost of $277 million. Subsequent to September 30, 2007, the Company repurchased an additional 1.4 million shares of its Class A common stock at a cost of $223 million, completing the initial $500 million repurchase plan.

On October 29, 2007, the Company's Board of Directors amended the share repurchase plan to authorize the Company to repurchase an incremental $750 million, for an aggregate of the entire repurchase program of $1.25 billion of Class A common stock in open market transactions on or prior to June 30, 2008.

"Our continued strong business results and cash position have enabled us to fund an incremental $750 million Class A repurchase program," said Chris A. McWilton, chief financial officer. "This program demonstrates our commitment to enhance shareholder value and is in addition to the $500 million share repurchase program approved by our Board and completed earlier this year."

Class B Share Conversion Update

In April 2007, MasterCard announced that its Board of Directors had approved plans for certain accelerated Class B share conversions subject to shareholder approval of changes to the company's corporate charter. In June, after receiving shareholder approval at its Annual Meeting, the company announced that current holders of Class B common stock who elected to participate would be eligible in 2007 to convert up to an aggregate of 13.4 million shares of Class B common stock on a one-for-one basis into shares of Class A common stock for subsequent sale to public investors. The first election window for this conversion program extended from August 4, 2007 through October 5, 2007.

As of September 30, 2007, approximately 5.0 million shares of Class B common stock had been converted into Class A common stock as part of the initial conversion program. Subsequent to September 30, 2007, an additional 2.6 million shares of Class B common stock were converted into Class A common stock, for a total of 7.6 million shares converted during the initial share conversion window.

In October 2007, the Company's Board of Directors approved a second program for 2007, allowing for the conversion of the balance of the initially approved 13.4 million shares, or up to 5.8 million shares of Class B into Class A common stock. The election window for this conversion program will begin on November 17, 2007 and end no later than December 14, 2007.

Third-Quarter 2007 Financial Results Conference Call Details

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

The dial-in information for this call is 800-291-9234 (within the US) and 617-614-3923 (outside the US) and the passcode is 81716198. A replay will be available for one week following the conference call. The replay can be accessed by dialing 888-286-8010 (within the US) and 617-801-6888 (outside the US) and using passcode 29891515.

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(R), Maestro(R) and Cirrus(R), 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:

     - the company's performance illustrating the strength of its diverse,
       global business;
     - the company's ability to benefit from positive secular trends and
       growth in international and emerging markets;
     - the company's ability to align with its customers;
     - the company's ability to deliver on its commitment of best-in-class
       dedicated customer account teams;
     - the company's ability to locate appropriate talent to help MasterCard
       and its customers;
     - the company's business results and cash position enabling it to fund an
       incremental repurchase program;
     - the company's ability to deliver on its commitment to enhance
       shareholder value.

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.




MASTERCARD INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

                                   Three Months             Nine Months
                                Ended September 30,      Ended September 30,
                                  2007       2006         2007         2006
                                   (In thousands, except per share data)

    Revenues, net             $1,082,850   $901,969   $2,994,912   $2,486,911
    Operating Expenses
    General and administrative   432,848    392,883    1,262,838    1,105,881
    Advertising and market
     development                 264,425    209,187      711,128      698,936
    Litigation settlements             -          -        3,400       23,250
    Charitable contributions to
     the MasterCard Foundation    10,000          -       10,000      400,285
    Depreciation and amortization 22,274     25,139       71,490       75,052
    Total operating expenses     729,547    627,209    2,058,856    2,303,404
    Operating income             353,303    274,760      936,056      183,507
    Other Income (Expense)
    Investment income, net       146,322     34,398      219,036       84,089
    Interest expense             (16,439)   (16,757)     (41,964)     (43,465)
    Other income (expense), net     (879)      (292)      91,268          303
     Total other income
      (expense)                  129,004     17,349      268,340       40,927
    Income before income taxes   482,307    292,109    1,204,396      224,434
    Income tax expense           167,846     99,105      422,743      215,146
    Net Income                  $314,461   $193,004     $781,653       $9,288

    Basic Net Income per Share     $2.32      $1.42        $5.76         $.07

    Basic Weighted Average Shares
     Outstanding                 135,357    135,684      135,687      135,312

    Diluted Net Income per Share   $2.31      $1.42        $5.73         $.07

    Diluted Weighted Average
     Shares Outstanding          136,228    136,134      136,502      135,511



MASTERCARD INCORPORATED
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

                                                September 30,   December 31,
                                                      2007           2006
                                             (In thousands, except share data)
                                   ASSETS
    Cash and cash equivalents                     $1,687,423     $1,185,080
    Investment securities, at fair value:
     Trading                                           5,036         12,261
     Available-for-sale                            1,585,332      1,286,580
    Accounts receivable                              536,401        451,261
    Settlement due from members                      343,598        311,953
    Restricted security deposits held for members    126,694        109,897
    Prepaid expenses                                 167,363        130,849
    Other current assets                              29,483         89,348
     Total Current Assets                          4,481,330      3,577,229
    Property, plant and equipment, at cost
     (less accumulated depreciation of
      $248,948 and $220,720)                         280,370        252,731
    Deferred income taxes                            290,147        216,782
    Goodwill                                         233,076        217,013
    Other intangible assets
     (less accumulated amortization of $340,376
      and $309,110)                                  303,911        271,373
    Municipal bonds held-to-maturity                 192,488        193,477
    Prepaid expenses                                 264,667        235,654
    Other assets                                      88,991        118,211
     Total Assets                                 $6,134,980     $5,082,470

             LIABILITIES AND STOCKHOLDERS' EQUITY
    Accounts payable                                $246,273       $278,656
    Settlement due to members                        287,929        286,059
    Restricted security deposits held for members    126,694        109,897
    Obligations under U.S. merchant lawsuit
     and other litigation settlements - current      107,235        117,275
    Accrued expenses                                 968,855        936,427
    Short-term debt                                   80,000              -
    Deferred income taxes                             60,488              -
    Other current liabilities                        119,268         83,276
     Total Current Liabilities                     1,996,742      1,811,590
    Deferred income taxes                             69,888         66,198
    Obligations under U.S. merchant lawsuit
     and other litigation settlements                387,403        359,640
    Long-term debt                                   149,747        229,668
    Other liabilities                                353,862        246,395
     Total Liabilities                             2,957,642      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,
     84,833,813 and 79,631,983 shares issued,
     respectively                                          9              8
    Class B common stock, $.0001 par value;
     authorized 1,200,000,000 shares,
     50,341,491 and 55,337,407 shares issued
     and outstanding, respectively                         5              6
    Class M common stock, $.0001 par value,
     authorized 1,000,000 shares, 1,636
     and 1,600 shares issued and outstanding,
     respectively                                          -              -
    Additional paid-in capital                     3,261,529      3,289,879
    Class A treasury stock, at cost,
     2,006,300 shares and no shares,
     respectively                                   (277,164)             -
    Accumulated deficit                             (226,368)    (1,029,196)
    Accumulated other comprehensive income,
     net of tax:
     Cumulative foreign currency translation
      adjustments                                    191,512        119,655
     Defined benefit pension and other
      postretirement plans                            (9,675)       (11,402)
     Investment securities available-for-sale        234,895         (3,065)
     Derivatives accounted for as hedges              (2,025)        (1,526)
    Total accumulated other comprehensive income,
     net of tax                                      414,707        103,662
    Total Stockholders' Equity                     3,172,718      2,364,359
    Total Liabilities and Stockholders' Equity    $6,134,980     $5,082,470



MASTERCARD INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

                                                           Nine Months
                                                       Ended September 30,
                                                       2007          2006
                                                         (In thousands)

    Operating Activities
    Net income                                      $781,653         $9,288
    Adjustments to reconcile net income to net cash
     provided by operating activities:
      Depreciation and amortization                   71,490         75,052
      Gain on sale of Redecard S.A.
       available-for-sale securities                (107,042)             -
      Charitable contribution of common stock
       to the MasterCard Foundation                        -        394,785
      Share based payments                            35,909         13,372
      Deferred income taxes                           (8,170)        18,962
      Taxes related to share based payments          (11,193)             -
      Excess tax benefit on share based payments      (7,598)             -
      Accretion of imputed interest on litigation
       settlement                                     28,248         31,777
      Other                                            8,855          7,440
      Changes in operating assets and liabilities:
       Trading securities                              7,225          3,814
       Accounts receivable                           (68,655)       (90,419)
       Settlement due from members                    (9,499)       (10,589)
       Prepaid expenses                              (32,657)        18,146
       Other current assets                           (1,375)         9,503
       Prepaid expenses, long-term                   (19,352)        (4,253)
       Litigation settlement accruals                (10,525)       (72,090)
       Accounts payable                              (36,109)         5,695
       Settlement due to members                     (18,038)        13,890
       Accrued expenses                               72,644          1,026
       Net change in other assets and liabilities     41,852         21,384
    Net cash provided by operating activities        717,663        446,783
     Investing Activities
     Purchases of property, plant and equipment      (59,339)       (38,599)
     Capitalized software                            (52,322)       (24,338)
     Purchases of investment securities
      available-for-sale                          (2,749,413)    (2,525,682)
     Proceeds from sales and maturities of
      investment securities available-for-sale     2,928,342      2,349,978
     Other investing activities                        8,551           (881)
    Net cash provided by (used in) investing
     activities                                       75,819       (239,522)
    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                                  (53,805)             -
     Cash proceeds from exercise of stock options      1,083              -
     Excess tax benefit on share based payments        7,598              -
     Purchases of treasury stock                    (277,164)             -
    Net cash (used in) provided by financing
     activities                                     (322,288)       649,973

    Effect of exchange rate changes on cash
     and cash equivalents                             31,149         18,632
    Net increase in cash and cash equivalents        502,343        875,866
    Cash and cash equivalents -
     beginning of period                           1,185,080        545,273
    Cash and cash equivalents - end of period     $1,687,423     $1,421,139



MASTERCARD INCORPORATED OPERATING PERFORMANCE

                                     For the 3 Months ended September 30, 2007
                                                              Purchase
     All MasterCard Credit,                 GDV  Growth Growth Volume Growth
     Charge and Debit Programs             (Bil.) (USD) (Local)(Bil.)(Local)
      Asia Pacific                          $78  22.3%  17.1%   $54  22.2%
      Canada                                 23  21.2%  13.3%    20  14.0%
      Europe                                171  25.8%  16.1%   126  16.8%
      Latin America                          39  24.2%  20.2%    20  23.9%
      South Asia / Middle East / Africa      11  41.3%  36.8%     6  29.0%
      United States                         256   7.7%   7.7%   205   9.4%
      Worldwide                             577  16.6%  12.8%   430  14.1%

     MasterCard Credit and Charge
      Programs
      United States                         164   5.3%   5.3%   139   7.1%
      Worldwide less United States          258  24.3%  16.4%   201  19.2%
      Worldwide                             422  16.2%  11.8%   340  13.9%

     MasterCard Debit Programs
      United States                          92  12.1%  12.1%    66  14.7%
      Worldwide less United States           63  27.3%  20.8%    24  14.7%
      Worldwide                             155  17.8%  15.4%    91  14.7%




                                  Purchase  Cash          Cash
     All MasterCard Credit,         Trans. Volume Growth Trans. Accounts Cards
     Charge and Debit Programs      (Mil.) (Bil.) (Local) (Mil.) (Mil.) (Mil.)
      Asia Pacific                     658   $24     7.2%   141   155   168
      Canada                           222     3     8.5%     5    28    34
      Europe                         1,459    45    14.1%   254   159   172
      Latin America                    393    19    16.7%   129    75    92
      South Asia / Middle East /
       Africa                           87     5    48.0%    39    27    30
      United States                  3,225    51     1.0%   250   331   382
      Worldwide                      6,044   147     9.1%   817   775   878

     MasterCard Credit and Charge
     Programs
      United States                  1,602    25    -3.5%    18   228   274
      Worldwide less United States   2,407    57     7.5%   262   387   434
      Worldwide                      4,008    82     3.9%   280   615   708

     MasterCard Debit Programs
      United States                  1,624    26     5.9%   232   103   108
      Worldwide less United States     412    39    24.9%   305    58    63
      Worldwide                      2,036    65    16.5%   537   161   170



     All MasterCard Credit,                               Acceptance Locations
     Charge and Debit Programs                                         (Mil.)
      Asia Pacific                                                      6.8
      Canada                                                            0.7
      Europe                                                            8.0
      Latin America                                                     2.5
      South Asia / Middle East / Africa                                 0.9
      United States                                                     7.0
      Worldwide                                                        25.9

     MasterCard Credit and Charge
      Programs
      United States
      Worldwide less United States
      Worldwide

     MasterCard Debit Programs
      United States
      Worldwide less United States
      Worldwide



                              For the 9 Months ended September 30, 2007

                                                               Purchase
     All MasterCard Credit,                 GDV  Growth Growth Volume Growth
     Charge and Debit Programs             (Bil.) (USD) (Local)(Bil.)(Local)
      Asia Pacific                         $220  20.3%  16.3%  $150  21.1%
      Canada                                 64  17.6%  14.3%    55  14.3%
      Europe                                469  24.7%  15.2%   347  15.8%
      Latin America                         111  24.6%  22.1%    55  24.9%
      South Asia / Middle East / Africa      30  38.8%  41.5%    17  31.8%
      United States                         748  10.9%  10.9%   597  13.1%
      Worldwide                           1,642  17.4%  14.1% 1,220  15.6%

     MasterCard Credit and Charge Programs
      United States                         474   5.1%   5.1%   401   7.4%
      Worldwide less United States          718  22.4%  15.8%   555  18.5%
      Worldwide                           1,191  14.8%  11.3%   956  13.6%

     MasterCard Debit Programs
      United States                         275  22.7%  22.7%   196  26.7%
      Worldwide less United States          176  28.3%  22.1%    68  14.4%
      Worldwide                             450  24.8%  22.4%   264  23.3%




                                 Purchase  Cash           Cash
     All MasterCard Credit,         Trans. Volume Growth Trans. Accounts Cards
     Charge and Debit Programs      (Mil.) (Bil.) (Local) (Mil.) (Mil.) (Mil.)
      Asia Pacific                   1,869   $70     7.1%   402   155    168
      Canada                           626     9    14.3%    15    28     34
      Europe                         4,127   122    13.6%   723   159    172
      Latin America                  1,122    56    19.4%   375    75     92
      South Asia / Middle East /
       Africa                          252    13    56.0%   111    27     30
      United States                  9,342   151     3.1%   738   331    382
      Worldwide                     17,338   422    10.2% 2,363   775    878

     MasterCard Credit and Charge
      Programs
      United States                  4,603    73    -6.2%    51   228    274
      Worldwide less United States   6,820   163     7.3%   762   387    434
      Worldwide                     11,423   236     2.8%   813   615    708

     MasterCard Debit Programs
      United States                  4,739    78    13.5%   687   103    108
      Worldwide less United States   1,176   108    27.4%   864    58     63
      Worldwide                      5,915   187    21.2% 1,551   161    170




                                  For the 3 Months ended September 30, 2006

                                                               Purchase
     All MasterCard Credit,                 GDV  Growth Growth Volume Growth
     Charge and Debit Programs             (Bil.) (USD) (Local)(Bil.)(Local)
      Asia Pacific                          $63  12.3%  10.7%   $42  17.7%
      Canada                                 19  21.2%  13.0%    17  13.7%
      Europe                                136  16.8%  13.1%    99  13.4%
      Latin America                          31  25.1%  25.3%    15  27.7%
      South Asia / Middle East / Africa       8  38.2%  46.2%     5  34.0%
      United States                         238  17.1%  17.1%   187  18.5%
      Worldwide                             495  17.3%  15.8%   365  17.2%

     MasterCard Credit and Charge
     Programs
      United States                         155   4.9%   4.9%   129   6.5%
      Worldwide less United States          208  16.3%  13.3%   158  16.3%
      Worldwide                             363  11.2%   9.6%   287  11.7%

     MasterCard Debit Programs
      United States                          82  49.7%  49.7%    58  58.3%
      Worldwide less United States           50  22.7%  20.3%    20  13.2%
      Worldwide                             132  38.3%  37.1%    78  43.7%



                                 Purchase  Cash           Cash
     All MasterCard Credit,         Trans. Volume Growth Trans. Accounts Cards
     Charge and Debit Programs      (Mil.) (Bil.) (Local) (Mil.) (Mil.) (Mil.)
      Asia Pacific                     546   $22    -0.9%   117   140    153
      Canada                           199     3     9.1%     5    26     32
      Europe                         1,281    36    12.3%   228   135    144
      Latin America                    337    16    23.2%   115    70     83
      South Asia / Middle East /
       Africa                           74     3    68.6%    29    21     24
      United States                  2,890    50    12.1%   244   301    353
      Worldwide                      5,327   130    11.9%   738   693    789

     MasterCard Credit and Charge
     Programs
      United States                  1,505    26    -2.2%    17   215    261
      Worldwide less United States   2,077    50     4.9%   243   342    383
      Worldwide                      3,582    76     2.3%   260   557    644

     MasterCard Debit Programs
      United States                  1,385    24    32.8%   227    87     93
      Worldwide less United States     360    30    25.6%   250    50     53
      Worldwide                      1,745    54    28.7%   477   136    146




                              For the 9 Months ended September 30, 2006

                                                               Purchase
     All MasterCard Credit,                 GDV  Growth Growth Volume Growth
     Charge and Debit Programs             (Bil.) (USD) (Local)(Bil.)(Local)
      Asia Pacific                         $183   9.0%   9.3%  $120  16.1%
      Canada                                 54  23.8%  14.5%    47  15.7%
      Europe                                376  12.5%  14.3%   277  14.3%
      Latin America                          89  30.0%  26.6%    42  29.7%
      South Asia / Middle East / Africa      22  45.2%  49.6%    13  34.1%
      United States                         675  16.1%  16.1%   528  17.4%
      Worldwide                           1,398  15.6%  15.6% 1,026  16.9%

     MasterCard Credit and Charge Programs
      United States                         451   7.1%   7.1%   373   8.4%
      Worldwide less United States          587  14.0%  14.0%   442  16.8%
      Worldwide                           1,038  10.9%  10.9%   816  12.8%

     MasterCard Debit Programs
      United States                         224  40.0%  40.0%   155  46.4%
      Worldwide less United States          137  19.6%  20.3%    55  13.8%
      Worldwide                             361  31.5%  31.8%   210  36.1%



                                 Purchase  Cash           Cash
     All MasterCard Credit,         Trans. Volume Growth Trans. Accounts Cards
     Charge and Debit Programs      (Mil.) (Bil.) (Local) (Mil.) (Mil.) (Mil.)
      Asia Pacific                   1,532   $63    -1.8%   329   140    153
      Canada                           559     8     8.2%    14    26     32
      Europe                         3,648    99    14.1%   649   135    144
      Latin America                    947    47    24.0%   333    70     83
      South Asia / Middle East /
       Africa                          206     9    81.8%    75    21     24
      United States                  7,976   147    11.9%   688   301    353
      Worldwide                     14,869   373    12.1% 2,089   693    789

     MasterCard Credit and Charge
     Programs
      United States                  4,318    78     0.9%    49   215    261
      Worldwide less United States   5,870   144     6.1%   710   342    383
      Worldwide                     10,188   222     4.2%   758   557    644

     MasterCard Debit Programs
      United States                  3,658    69    27.5%   640    87     93
      Worldwide less United States   1,023    82    25.1%   691    50     53
      Worldwide                      4,680   151    26.2% 1,331   136    146

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

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(R)-branded and MasterCard Electronic(TM)-branded cards. Growth rates over prior periods are provided for volume-based data.

Debit transactions on Maestro(R) and Cirrus(R)-branded cards, Mondex(R) 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 customers 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 customers 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 customers 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 customers and other practices that may lead to over counting of the underlying data in certain circumstances.

In the three and nine months ended September 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.


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

    ($ million)                            For the nine months ended 9/30/07
                                                        Special
                                               Actual     Items  As Adjusted
    Revenues, net                             $2,995         -      $2,995
    Operating Expenses
    General and administrative                 1,263         -       1,263
    Advertising and marketing                    711         -         711
    Litigation settlements                         3         3 a         -
    Charitable contributions to the
     MasterCard Foundation                        10         -          10 c
    Depreciation and amortization                 71         -          71
     Total operating expenses                  2,059         3       2,056
    Operating income (expense)                   936         3         939
     Operating Margin                          31.3%         -       31.4%
    Other Income (Expense)
    Investment income, net                       219         -         219
    Interest expense                             (42)        -         (42)
    Other income, net                             91        90 e         1
     Total other income (expense)                268        90         178
    Income (loss) before income taxes          1,204       (87)      1,117
    Income tax expense (benefit)                 423       (30)        393
    Net Income (loss)                           $782      ($57)       $724

    Basic Net Income (Loss) per Share          $5.76    ($0.42)      $5.34
    Diluted Net Income (Loss) per Share        $5.73    ($0.42)      $5.31




    ($ million)               For the nine months ended 9/30/06
                                            Special               YOY Growth
                                     Actual   Items  As Adjusted  As Adjusted
    Revenues, net                    $2,487       -      $2,487      20.4%
    Operating Expenses
    General and administrative        1,106       -       1,106      14.2%
    Advertising and marketing           699       -         699       1.7%
    Litigation settlements               23      23 a         -         NM
    Charitable contributions to the
     MasterCard Foundation              400     395 b         5 c   100.0%
    Depreciation and amortization        75       -          75      (4.7%)
     Total operating expenses         2,303     418       1,885       9.1%
    Operating income (expense)          184     418         602      56.0%
     Operating Margin                  7.4%       -       24.2%       7.2 ppt.
    Other Income (Expense)
    Investment income, net               84      (7)d        77     184.4%
    Interest expense                    (43)      -         (43)      2.3%
    Other income, net                     -       -           -        NM
     Total other income (expense)        41      (7)         34     423.5%
    Income (loss) before income taxes   224     411         636      75.6%
    Income tax expense (benefit)        215       - f       215      82.8%
    Net Income (loss)                    $9    $411        $420      72.4%

    Basic Net Income (Loss) per Share $0.07   $3.04       $3.11      71.7%
    Diluted Net Income (Loss)
     per Share                        $0.07   $3.04       $3.11      70.7%



     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


    Reconciliation to Effective Tax Rate

                                                                     Non-
                                      GAAP                 Non-      GAAP
                              GAAP    Effective  Stock     GAAP      Effective
                              Actual  Tax Rate   Donation  Adjusted  Tax Rate


    Nine months ended
     September 30, 2006:
    Income before income taxes  $224      95.9%     $395     $619     34.6%
    Income tax expense(1)        215                          214
    Net Income                    $9                         $405

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

    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 October 31, 2007.

Website: http://www.mastercard.com/




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