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) : September 15, 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))	

 

7.01 Regulation FD Disclosure
On September 15, 2010, MasterCard Incorporated (the “Company”) will host a meeting for members of the investment community. As part of discussions at the meeting, the Company is providing the following 2011-2013 longer-term performance objectives (each on a constant currency basis):
 
 	•	 	Net revenue compound annual growth rate (“CAGR”) of 12-14%;	
 
 	•	 	Annual operating margin of a minimum of 50%; and	
 
 	•	 	Earnings per share CAGR growth of 20% plus.	
In addition, presentation materials for the meeting are attached hereto as Exhibit 99.1. The descriptions of long-term performance objectives set forth above and all information set forth in the attached presentation materials is furnished but not filed.
 
Item 8.01	Other Events	
On September 14, 2010, the Company issued a press release announcing that its Board of Directors has approved a program to repurchase up to $1 billion of shares of the Company’s Class A common stock, par value $0.0001. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
 
Item 9.01	Financial Statements and Exhibits	
(d) Exhibits.

Exhibit
Number	  	Exhibit Description	
		
99.1	  	MasterCard Incorporated Investor Presentations, dated September 15, 2010.	
		
99.2	  	Press Release issued by MasterCard Incorporated, dated September 14, 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: September 15, 2010	 		 	By	 	/ S /    N OAH J. H ANFT        	
	 		 		 	Noah J. Hanft	
	 		 		 	General Counsel, Chief Payment System
Integrity and Compliance Officer and Corporate
Secretary	

EXHIBIT INDEX

Exhibit
Number	  	Exhibit Description	
		
99.1	  	MasterCard Incorporated Investor Presentations, dated September 15, 2010.	
		
99.2	  	Press Release issued by MasterCard Incorporated, dated September 14, 2010.	

	

Investment Community Meeting
MasterCard Incorporated
September 15, 2010
Exhibit 99.1	

	

8:30 a.m.
Welcome
Barbara Gasper
8:35 a.m.
Opening Remarks
Bob Selander
8:45 a.m.
Strategic Discussion
Ajay Banga
9:05 a.m.
Product & Solutions Overview
Gary Flood
9:20 a.m.
Core Products
Tim Murphy
9:40 a.m.
Emerging Payments
Ed McLaughlin
10:00 a.m.
Break
10:20 a.m.
U.S. Markets
Chris McWilton
10:40 a.m.
International Markets
Walt Macnee
11:00 a.m.
European Opportunities
Javier Perez
11:20 a.m.
Financial Perspective
Martina Hund-Mejean
11:40 a.m.
Q&A Session
Management
12:25 p.m.
MA Labs & Product Demo Intro
Garry Lyons
12:35 p.m.
Closing Remarks
Ajay Banga
12:45 p.m.
Lunch, Mingle & Product Demos
Management & Staff
3:00 p.m.
Event Adjourns
Agenda
Page 2
Investment Community Meeting
September 15, 2010	

	

Today’s presentation may contain, in addition to historical information,
forward looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995.
These forward-looking statements are based on our current
assumptions, expectations and projections about future events which
reflect the best judgment of management and involve a number of risks
and uncertainties that could cause actual results to differ materially
from those suggested by our comments today. You should review and
consider the information contained in our filings with the SEC regarding
these risks and uncertainties.
MasterCard
disclaims
any
obligation
to
publicly
update
or
revise
any
forward-looking statements or information provided during today’s
presentations.
Forward-Looking Statements
Page 3
Investment Community Meeting
September 15, 2010	

	

Investment Community Meeting
Change through Innovation
September 15, 2010
Bob Selander
Executive Vice Chairman	

	

MasterCard’s Transformation
Over the Last Decade
Page 5
September 15, 2010
We faced
challenges...
...and responded with
innovative & competitive solutions
•
Strengthened brands and marketing
•
Launched Priceless
Weak Brands
•
Rewrote core systems
•
Developed Competitively Advantaged Offerings
Dated
Technology
•
Created customer teams
•
Introduced value-added services & MasterCard Advisors
Association
Mentality
•
Merged with Europay
•
Created single global entity
Disparate
Structure
•
Changed ownership and governance structure
•
Increased level of commercial rigor
Lack of Capital
and Flexibility
Investment Community Meeting	

	

Learning by Innovating
Page 6
September 15, 2010
We made mistakes
along the way
•
Mondex
•
Debit in the U.S.
We learned lessons
that made us
more successful
•
Listen to customers
•
A global, top-down approach
doesn’t always work
•
Importance of planning for
different scenarios
Investment Community Meeting	

	

Trends present both
challenges & opportunities
Evolving Industry and Environment
Page 7
September 15, 2010
We continue to deliver
innovative solutions
•
Mobile phone initiatives
•
MoneySend
•
inControl
•
Transformation of payments
•
New customers
•
New competition
•
Nationalism/regulation
•
Demographic trends
•
Secular trends
Investment Community Meeting	

	

Summary
Page 8
September 15, 2010
Our innovative approach...
Whether in the
strategic
business
decisions
we’ve made over the last decade or the
competitive solutions we’ve introduced in recent
months
...will continue to
drive momentum
across our business.
Investment Community Meeting	

	

Investment Community Meeting
Looking to the Future
Ajay Banga
President and Chief Executive Officer
September 15, 2010	

	

MasterCard Today
Page 10
September 15, 2010
Unified, global presence
Increasingly differentiated assets
Challenging environment
Strong financial performance
Significant growth potential
Investment Community Meeting	

	

Key Trends Creating Opportunities
in the “War on Cash”
Page 11
September 15, 2010
Growing affluent and middle class
Ongoing increase in acceptance
Growing importance of youth
Financial inclusion
Continued urbanization
8-10%
Market Growth
Investment Community Meeting	

	

Other Trends Presenting
Opportunities and Challenges
Page 12
September 15, 2010
New
Technologies
New Entrants
into Payments
Increasing Role
of Governments
Investment Community Meeting	

	

MasterCard Strategy:
Looking to the Future
Page 13
September 15, 2010
Growth will come through both
displacement of cash and checks
and
increased market share.
+
=
8-10%
Market
Growth
3-5%
Growth from
Strategic Investments
Low to
Mid-Teens
Long-Term
Net Revenue
Growth
Investment Community Meeting	

	

Strategy Enables Future Growth
Page 14
September 15, 2010
Credit
Debit
Processing
•
Segmented offerings and
product enhancements
•
New geographies
and customers
•
Reinforce strong
position outside U.S.
•
Increase U.S. market
share profitably
•
Public sector, corporate
and consumer reloadable
•
Grow market share
•
Domestic processing
•
Expand processing
capabilities
Prepaid
Investment Community Meeting	

	

Strategy Enables Future Growth
Page 15
September 15, 2010
Geographies
Customers
•
Invest disproportionately in
high growth markets
•
Grow acceptance, channels,
processing
Relationships with:
•
Merchants
•
Telcos
•
Governments
•
Transit Operators
Investment Community Meeting	

	

Strategy Enables Future Growth
Page 16
September 15, 2010
Information Services
MasterCard Labs
•
Ideate, incubate and test
new ideas
•
Monetize information through
diversified channels
•
Enhance merchant services
e-Commerce & Mobile
•
Drive faster than market
growth
•
Partner and build payments
infrastructure in emerging
markets
•
Differentiate the consumer
experience in developed
markets
Investment Community Meeting	

	

Acquisitions Play a Role in the Strategy
Page 17
September 15, 2010
DataCash
fits our acquisition criteria well
•
Drive e-Commerce growth in tandem with
acquiring relationships
•
Expand DataCash
and MiGS
gateway
products beyond Europe and Asia/Pacific
•
Enhance fraud management expertise
•
Deliver new products with minimal merchant
integration challenges
Strategic
Rationale
•
Clear fit with e-Commerce strategy
•
Complements and enhances existing assets
•
Attractive returns
Deal
Criteria
Investment Community Meeting	

	

Striking the right
global / local balance
Sharpening our
competitive edge
through:
• Innovation
• Thoughtful risk taking
• Speed to market
Driving Strategy
Execution
Page 18
September 15, 2010
Investment Community Meeting	

	

Investment Community Meeting
Global Products & Solutions
Gary Flood
President, Global Products & Solutions
September 15, 2010	

	

Optimizing Solutions for Growth
Page 20
September 15, 2010
Advisory Services
Advisory Services
Processing
Processing
Core Products
Core Products
Marketing
Marketing
MasterCard Labs
MasterCard Labs
Emerging Payments
Emerging Payments
Investment Community Meeting	

	

Global Opportunity to
Displace Cash and Checks
Page 21
September 15, 2010
85% of the world’s transactions
are still done in Cash
1
2.5 billion adults worldwide
are unbanked
2
Over $1.7 trillion Commercial
4
opportunity globally by 2015
4.6 billion Mobile Phones
6
globally,
with just 10% smart phone penetration
Global consumer Check
1
volume
equals $9 trillion
Prepaid
3
will
grow
to
$850 billion by 2017
More than $1 trillion in
e-Commerce
5
sales globally by 2011
Opportunity to displace cash in
Transit
7
space is $29 billion globally
Sources: 1. MasterCard Advisors;  2. McKinsey;  3. BCG;  4. Packaged Facts;  5. Glenbrook Partners;  6. GSMA;  7. Datamonitor
Investment Community Meeting	

	

Strategic Pillars
Page 22
September 15, 2010
8-10%
Market
Growth
3-5%
Strategic
Investments
Low to
Mid-Teens
Long-Term
Net Revenue
Growth
Investment Community Meeting	

	

Sustainable Differentiation
Requires Continuous Innovation
Page 23
September 15, 2010
Today
Differentiated assets
provide leverage
•
Integrated Solutions
•
Unified Global Entity
•
Network Response
and Flexibility
•
inControl
•
Advisory Services
•
Data Analytics
•
Smart Data
Near-Term
Innovation supported by
key strategic investments
•
Prepaid
•
Information Services
•
e-Commerce
•
Mobile / P2P
•
MasterCard Labs
•
Open API
•
Consumer
Segmentation
•
New Customers
Longer-Term
Fully-integrated
continuous innovation
•
Drive value for:
–
Customers
–
Merchants
–
End Consumers
Investment Community Meeting	

	

Processing Creates Value
Page 24
September 15, 2010
MasterCard
Worldwide
Network
Unique
• Central  &  Distributed Network
• 99.999% Global Availability
• Fastest Global Network
New Channels
• Mobile
• Transit
Local
• Domestic Processing
• Currency
• Rules
Value-Add
• inControl
• Rewards
Investment Community Meeting

e-Commerce

Real-time Risk Scoring

Extended Capabilities
• Integrated Processing Solutions
• Strategic Payment Services
• MiGS and DataCash

Global 
• 210 Countries
• 23,000 Financial Institutions	

	

Advisory Services
Page 25
September 15, 2010
Solving Needs &
Driving Growth
Investment Community Meeting
Leveraging:
•
Data
•
Insights
•
Payments Expertise
•
Problem-Solving Skills
Three lines of business:
•
Consulting
•
Information
•
Managed Services	

	

Marketing Strategy
Corresponds to Market Evolution
Page 26
September 15, 2010
Brand Preference
Brand Preference
Brand Awareness
Brand Awareness
•
Consumer & merchant education
and awareness
•
Acceptance development
•
Issuance support
•
Infrastructure/business model
•
Fully integrated marketing
•
Product innovation
•
Consumer benefit driven from
functionality
•
Issuer & merchant strategic
marketing alignment
•
Activation
Investment Community Meeting	

	

Australia: Targeting Gen Y to Drive Debit
Page 27
Investment Community Meeting
September 15, 2010
Australian debit volume
increased
89%
1
Top of wallet behavior
more
than
doubled
2
among the target demographic
Note: 1. YOY results as of Q1 2010; 2. Q1 2010 vs. Q1 2008	

	

Understanding Debit
Page 28
Investment Community Meeting
September 15, 2010
<Play Video>	

	

Global Products & Solutions
Page 29
Investment Community Meeting
September 15, 2010
Powering
MasterCard’s
Growth
Tremendous
opportunities
exist
Innovation
and
differentiation
are
critical
A global strategy
with market-
level
insight ,
alignment
and
flawless execution
drive success	

	

Investment Community Meeting
Driving Growth at the Core:
Credit, Debit, Prepaid
Tim Murphy
Chief Product Officer, Core Products
September 15, 2010	

	

Credit:
Core to Our Growth
Page 31
Investment Community Meeting
September 15, 2010
Volumes stabilizing in
the US; growth in ROW
Partnerships / assets for the Affluent
Consumer-centric value propositions
Commercial payments
Focused on:
2Q10 YOY Growth
US:
-1.5%
ROW:
9.8%
Leading innovation in product and card design	

	

The Right
Partnerships
Relevant
Products
Innovative
Design
Credit:
Differentiation for the Affluent
Page 32
Investment Community Meeting
September 15, 2010
Turkish
Airlines
Aeroflot
(Russia)
BBVA
Black
Itau
Black
Chase Continental
OnePass	

	

Commercial
Credit:
Substantial Opportunity in Commercial
Page 33
Investment Community Meeting
September 15, 2010
2Q10 YOY Growth
US:
4.3%
ROW:
14.1%
Fastest growing
segment in credit
Gaining share in Europe, pursuing greenfield
opportunities in APMEA and LAC
Leveraging differentiated product assets
Lufthansa
Miles & More	

	

•
Debit economics
•
Network exclusivity
•
Discounts at POS
•
Credit min / max
Recent US Financial Regulation:
Impact on Debit
Page 34
Investment Community Meeting
September 15, 2010
Impacts
Opportunities
•
Brand sales in light of
network exclusivity
•
Prepaid for financial inclusion	

	

Debit:
Driving Growth in Local Markets
Page 35
Investment Community Meeting
September 15, 2010
Winning profitable deals in key markets
Winning domestic switching
Accelerating cash conversion
Focused on:
2Q10 YOY Growth
US
*
:
0.8% / 21.0%
ROW:
28.7%
Significant and
sustained growth
around the world
Leveraging country-level strategies,
well positioned in many markets
* Includes/excludes US deconversions	

	

Debit:
Being Local is Key to Winning Business
India
State Bank
of India
Created
customized
offering to largest
bank in India
Europe
TEB (Turkish
Economy Bank)
Display Card
Next generation
debit card
Investment Community Meeting
Page 36
September 15, 2010	

	

Prepaid:
Capturing the Global Opportunity
Page 37
Investment Community Meeting
September 15, 2010
Public Sector   
Corporate      
Consumer Reloadable
Large & quickly growing global opportunity
IPS provides a robust prepaid issuer
processing solution across all categories
Focused on three verticals:	

	

Prepaid:
Leveraging Value
Page 38
Investment Community Meeting
September 15, 2010
Public Sector
Direct
Express
®
Debit
MasterCard
®
Gives recipients
faster access to their
funds and saves
taxpayer dollars
Consumer
Travelex and
Bank of China
World’s largest
distributor of
foreign currency
prepaid cards	

	

Summary
Page 39
Investment Community Meeting
September 15, 2010
Growth at the
core
continues...
Credit in focus and
generating momentum
Debit growth continues in
US and around the world
Prepaid is the next
generation opportunity	

	

Investment Community Meeting
Growth through Innovation
September 15, 2010
Ed McLaughlin
Chief Emerging Payments Officer	

	

Past, Present & Future State
Page 41
Investment Community Meeting
September 15, 2010
A strong global network and brand
with
robust
assets
/
applications
Building infrastructures and enhancing
consumer
experiences
around
the
world
Facilitating
commerce
by
driving
growth in new markets and segments
Who
we are
What
we
are
working on
Where
we
are going	

	

Accelerating e-Commerce
Page 42
Investment Community Meeting
September 15, 2010
Rapid adoption of the Internet 
continues
to
bolster
online
sales
Brand loyalty, security and
convenience drive growth
•
Infrastructure :
Gateways, payment options, fraud tools
•
Consumer Engagement :
Maestro online, MasterCard MarketPlace,
social media
Focused on:
3%
18%
45%
32%
North America
Europe
Asia Pacific
LAC + Other
Source:  MasterCard Analysis and ComScore data

	

•
Infrastructure : Contactless, Mobile
Payments Gateway
•
Consumer Application :
PayPass ,
MoneySend,
inControl
alerts,
API
and
Apps
Focused on:
Transitioning to Mobility
Source:  Arthur D. Little, 2009
Mobile phones…
Ubiquitous
part of consumers’
daily lives
Innovation platform through
a partnership approach
Investment Community Meeting
Page 43
September 15, 2010	

	

Mobile Momentum
Page 44
Investment Community Meeting
September 15, 2010
MasterCard introduces
Mobile Payments
Gateway, an m-wallet
platform linking
MasterCard cards
First Mobile
PayPass
Tag
pilot in Canada
First Market Trial
of Personalized
NFC-Enabled
Mobile Phones
200 phones
payment pilot in
partnership with
ViVOtech
Fully-integrated
on-demand
person-to-person
mobile payment
service
Custom
technology trial
of Near Field
Communication
and MTA
First trial of
PayPass - enabled
mobile phones for
secure EMV
payments
Pioneer mobile
phone debit
payments in the UK,
using Maestro
PayPass
Enable customers to
make contactless
payments via phones
with MasterCard
PayPass
Turkey’s first mobile
phones, enabled
with MasterCard
PayPass
Partnering in the
development of a Mobile
Payments proposition
that focuses specifically
on consumer
convenience
First large scale
deployment of
PayPass
in a mobile
phone (60K
Customer)
First trial in
Taiwan to make
use of NFC smart
posters and
m-coupons
First Mobile Pilot in
India (Bangalore)
using Mobile PayPass
First Commercial
mobile NFC
Deployment
Turkey’s first mobile
phones, enabled
with MasterCard
PayPass
Partnership will
pursue mobile
commerce
opportunities	

	

Enabling Transit Payments
Page 45
Investment Community Meeting
September 15, 2010
High volume,
faster
than
cash
but
current
systems are cumbersome and inconvenient
Transit is an anchor for everyday spend
•
Infrastructure :
Transit gateway,
open loop network
•
Consumer
Experience :           
PayPass ,
prepaid,
mobile integration
Focused on:	

	

Summary
Page 46
Investment Community Meeting
September 15, 2010
Driving growth in emerging
markets, devices and segments
Leveraging and expanding our
infrastructure
Enhancing consumer
experience through
mobility, access and
personalization	

	

US Markets
Chris McWilton
President, US Markets
Investment Community Meeting
September 15, 2010	

	

US Markets
Page 48
Investment Community Meeting
September 15, 2010
Winning deals
in the fast-growing Debit space
has created excellent momentum for US Debit
Well
positioned
for
the
impact
of
the
financial
reform legislation
Engaging with non-traditional customers:
governments, merchants, telcos, others to grow revenue	

	

Significant
Momentum
–
“Game
On!”
Page 49
Investment Community Meeting
September 15, 2010	

	

Strategy to Address Recent
US Legislation
Page 50
Investment Community Meeting
September 15, 2010
Ensure Fed has a well-informed view
Leverage advantages of MasterCard
signature
and PIN
debit offerings
Provide financial institutions with
new solutions
Merchant focused innovation	

	

Non-Traditional Customers
Page 51
Investment Community Meeting
September 15, 2010
Engaging with merchants,
governments,
telcos
and
other players
New U.S. Business
Development function devoted
to non-traditional players	

	

Current Customer Priorities
Page 52
Investment Community Meeting
September 15, 2010
Seeking to replace or
enhance
revenue
streams
Optimizing
portfolio economics
Complying
with
regulation
and managing uncertainty	

	

Opportunity
•
More than half of the
market is still using paper
•
Economic downturn causing
consumer shift to Debit
•
Regulation driving change
in competitive landscape
Strategic Imperatives
•
Leverage strong momentum
•
Drive product innovation and
demonstrate differentiated value
•
Maximize processing
US Strategic Priorities
Page 53
Investment Community Meeting
September 15, 2010
Source: Euromonitor
Debit
Debit
Checks
26%
Cash
26%
Cards
32%
EFT
16%
2009 PCE $10T	

	

US Strategic Priorities
Page 54
Investment Community Meeting
September 15, 2010
Opportunity
•Will represent a $442B market by 2017E
•Regulation driving the unbanked to Prepaid
•Adjunct to our Debit business
Strategic Imperatives
•Build already strong presence in corporate,
public sector and consumer reloadable
verticals
Source: Boston Consulting Group
Prepaid
Prepaid	

	

US Strategic Priorities
Page 55
Investment Community Meeting
September 15, 2010
Opportunity
•
Favorably positioned with secular trends
•
Credit cards accounted for one-fifth
of PCE in 2009
•
Regulation will drive product innovation
Strategic Imperatives
•
Protect and grow core Credit
•
Leverage consumer insights to drive
product innovation
•
Capitalize on commercial growth as
corporate travel rebounds
Source: Economic Intelligence Unit
Credit
Credit	

	

US Strategic Priorities
Page 56
Investment Community Meeting
September 15, 2010
Opportunity
•
Double-digit growth in online sales
despite tepid overall retail sales growth
•
US accounts for more than 30% of all
global e-Commerce volume
Strategic Imperatives
•
Grow share of online card spend ahead
of the market
•
Partner with targeted online players
•
Leverage MasterCard Marketplace
e-Commerce
e-Commerce	

	

US Strategic Priorities
Page 57
Investment Community Meeting
September 15, 2010
Opportunity
•
Significant competitive differentiator
•
Regulation driving changes in Issuer
business models
•
Economy driving changes in consumer
trends
Strategic Imperatives
•
Improve profitability of Issuer portfolios
•
Demonstrate predictive capabilities and
insights
Advisory
Services
Advisory
Services	

	

Page 58
Investment Community Meeting
September 15, 2010
Leveraging
significant
deal activity and momentum
Exercising
prudence in
financial negotiations
Investing
in innovative
products and solutions
Focusing
on both traditional
and non-traditional customers
Building, Growing and
Diversifying
revenue
streams
US Poised for
Growth	

	

Investment Community Meeting
International Markets
Walt Macnee
President, International Markets
September 15, 2010	

	

Our Objective...
Sustained double digit revenue growth
through Global resources embedded in local execution.
International Markets: Large and Growing
Page 60
Investment Community Meeting
September 15, 2010
210 Countries with
$2.8B  Net Revenue
MasterCard Net Revenue
$5.1B
$3.3B
CAGR
21%
CAGR
10%	

	

Strategic Framework for Capturing
Opportunities and Addressing Challenges
Page 61
Investment Community Meeting
September 15, 2010
Prioritization of markets
based on size of opportunity and
potential returns for MasterCard
Segmentation of markets
to identify common themes and approach
Country-level strategies
around MasterCard strategic pillars of:	

	

Global Drivers Translate into
Market-level Opportunities and Challenges
Page 62
Investment Community Meeting
September 15, 2010
Secular Trends
Demographic Trends
Transformation
of Payments
Evolving Role
of Governments	

	

Source:
Euromonitor
International
Secular Trends:
Growth of Cross-Border Travel
Page 63
Investment Community Meeting
September 15, 2010	

	

Capturing Growth in Cross-Border
Page 64
Investment Community Meeting
September 15, 2010
Germany
Leveraging
domestic position
to capture
outbound travel
China
Won all 9 recent
co-brands to
capture growing
cross-border in
China	

	

Demographic Trends:
Reaching the Un/Under-banked
Page 65
Investment Community Meeting
September 15, 2010
Source: Euromonitor
International
Developed
Countries
Emerging
Countries
Emerging
Countries
Developed
Countries
Developed
Countries
Emerging
Countries
Banked Population
(as % of 15+ Population)
Broadband Penetration
(Subscribers per Household)
Mobile Penetration
(Subscribers per Capita)	

	

Mobile Payments:
Reaching the Banked and Un/Under-banked
Page 66
Investment Community Meeting
September 15, 2010
MasterCard introduces
Mobile Payments
Gateway, an m-wallet
platform linking
MasterCard cards
First Mobile
PayPass
Tag
pilot in Canada
First Market Trial
of Personalized
NFC-Enabled
Mobile Phones
200 phones
payment pilot in
partnership with
ViVOtech
Fully-integrated
on-demand
person-to-person
mobile payment
service
Custom
technology trial
of Near Field
Communication
and MTA
First trial of
PayPass - enabled
mobile phones for
secure EMV
payments
Pioneer mobile
phone debit
payments in the UK,
using Maestro
PayPass
Enable customers to
make contactless
payments via phones
with MasterCard
PayPass
Turkey’s first mobile
phones, enabled
with MasterCard
PayPass
Partnering in the
development of a Mobile
Payments proposition
that focuses specifically
on consumer convenience
First large scale
deployment of
PayPass
in a mobile
phone (60K
Customer)
First trial in Taiwan
to make use of NFC
smart posters and
m-coupons
First Mobile Pilot in
India (Bangalore)
using Mobile
PayPass
First Commercial
mobile NFC
Deployment
Turkey’s first mobile
phones, enabled
with MasterCard
PayPass
Partnership will
pursue mobile
commerce
opportunities	

	

Transformation of Payments Trend
Page 67
Investment Community Meeting
September 15, 2010
New Types of
Customers
New Technologies
and Products
The changing payments landscape provides
new opportunities with non-traditional
customers and innovative products
but
also introduces new challenges	

	

Expanding Our Customer Base
Page 68
Investment Community Meeting
September 15, 2010
Strategic Global Prepaid
Alliance with Travelex
Co-Brand Partnership Spanning
11
Countries in Latin America	

	

Evolving Role of Governments Trend
Page 69
Investment Community Meeting
September 15, 2010
MasterCard is
actively partnering
with governments
Working
with regulatory
bodies to drive positive
change
Supporting
financial
inclusion
in emerging markets
Driving
electronic
payments 
infrastructure development	

	

Russia
Supporting Government’s Payments Agenda
Page 70
Investment Community Meeting
September 15, 2010
MasterCard partners with Sberbank, Russia’s
largest retail bank, to offer customers
Maestro Debit Cards instead of
traditional savings passbooks.	

	

Page 71
Investment Community Meeting
September 15, 2010
Focusing
on market trends
Tailoring
country-level strategies
Leveraging
global resources
Adapting innovation
for local execution
The 
Growth
Engine
for MasterCard
International Markets	

	

Investment Community Meeting
Europe:
Opportunities for Growth
Javier Perez
President, MasterCard Europe
September 15, 2010	

	

Europe: Largest PCE in the World
Page 73
Investment Community Meeting
September 15, 2010
Source: Economist Intelligence Unit (EIU)
2009 Global PCE
US$ 34T	

	

Spend
on Cards
MasterCard
Market Share
MasterCard
Switching Ratio
United
States
31%
27%
90%
Europe’s Card Payments Business is
Far from Being Mature and Saturated
Page 74
Investment Community Meeting
September 15, 2010
Continental Europe
has substantial
potential to grow
Sources:
PCE
–
EIU,
Spend
on
Cards
–
Euromonitor,
Market
Share
–
Nilson,
RBR,
Processing
data
-
Internal
data
2009 Continental Europe PCE
$10T
23%
50%
19%	

	

MasterCard is Well Positioned
to Capture the Opportunity
Page 75
Investment Community Meeting
September 15, 2010
A starting position of strength
Building for the future with
products and partnerships
An active force in
shaping the industry
Global and independent
Giulio
Tremonti, Italy's Minister of Welfare,
presents the new Maestro social card to the
press.	

	

Leveraging the Single Euro Payments Area
Page 76
Investment Community Meeting
September 15, 2010
We are now switching domestic debit in every SEPA country
2006
2009
Domestic Debit
Switching
No Domestic
Debit Switching
Percent of MasterCard Domestic
Debit Transactions Switched
3.4%
6.9%
SEPA opens competition for 97% of domestic transactions	

	

Then
Challenges
Now
•
90% of Dutch Debit cards converted to EMV Maestro
•
Additional security and features for consumers
•
MasterCard begins processing Dutch domestic Debit transactions
Domestic scheme:
100% of Debit cards and domestic volume
•
Nationalist sentiment
•
Cost of migrating merchants to EMV
•
Deliver a positive consumer experience
Processing all Dutch domestic transactions would increase
MasterCard Europe’s processed transactions by 40%
Unlocking Opportunity in The Netherlands
Page 77
Investment Community Meeting
September 15, 2010
Enhancing the consumer experience	

	

Then
Challenges
Now
Unlocking Opportunity in France
Page 78
Investment Community Meeting
September 15, 2010
Sparking innovation and choice
•
Strong domestic schemes controlled by banks
•
Difficult for non-traditional players
to enter market
•
“Breaking the market”
•
Legacy of co-branding restrictions
•
Carrefour:
First major MasterCard-only Issuer in France
•
Auchan
and others follow; unique card propositions emerge
•
2.5 million PayPass
cards within 18 months
•
MasterCard begins processing French domestic Debit transactions	

	

2006
2009
2015 E
Well Positioned to Seize the Opportunity
Page 79
Investment Community Meeting
September 15, 2010
Sources:
PCE
–
EIU,
Spend
on
Cards
–
Euromonitor,
Market
share
–
RBR,
Processing
data
–
Internal
data
Spend
on Cards
MasterCard
Market Share
MasterCard
Switching Ratio
$8T
20%
46%
15%
$10T
23%
50%
19%
$12T
+
+
+
Continental
Europe PCE	

	

Investment
Community
Meeting
Financial
Perspective
Martina Hund-Mejean
Chief Financial Officer
September 15, 2010	

	

Topics
for
Today
2010 Outlook
Rebates & Incentives
Capital Structure Considerations
Long-Term Growth Opportunity
Updated Long-Term Performance Targets
Investment
Community
Meeting
Page 81
September
15,
2010	

	

Worldwide
Gross Dollar Volume (GDV) Growth
0.6
5.6
8.3
8.5
4.6
0.3
2.5
3.4
5.2
0.6
5.9
10.8
11.9
9.8
0%
5%
10%
15%
Q3'09
Q4'09
Q1'10
Q2'10
Jul/Aug
Reported
Processed
5.6
Processed
Investment Community Meeting
Page 82
September 15, 2010
As Reported
Impact of Deconversions	

	

US Credit
Gross Dollar Volume Growth
Reported
1.2
Processed
Investment Community Meeting
Page 83
September 15, 2010
0%
-5%
-10%
-15%
-20%	

	

US Debit
Gross Dollar Volume Growth
5.2
10.5
7.0
0.8
-5.0
0.4
2.3
15.3
20.2
25.8
5.6
12.8
22.3
21.0
20.8
-10%
0%
10%
20%
30%
Q3'09
Q4'09
Q1'10
Q2'10
Jul/Aug
Reported
Processed
0.7
Processed
Investment Community Meeting
Page 84
September 15, 2010
As Reported
Impact of Deconversions	

	

Rest of World
Gross Dollar Volume Growth
7.4
11.6
14.8
14.5
14.0
0%
4%
8%
12%
16%
Q3'09
Q4'09
Q1'10
Q2'10
Jul/Aug
Reported
Processed
12.5
Processed
Investment Community Meeting
Page 85
September 15, 2010	

	

Worldwide
Processed Transactions
7.6
6.6
4.6
0.1
0.1
1.6
4.8
9.8
12.0
8.2
9.4
9.9
12.1
0%
5%
10%
15%
Q3'09
Q4'09
Q1'10
Q2'10
Jul/Aug
Investment Community Meeting
Page 86
September 15, 2010
As Reported
Impact of Deconversions	

	

Worldwide
Cross-Border Volume Growth
Investment Community Meeting
Page 87
September 15, 2010	

	

•
Raised Acquirer Cross-Border Assessment Fee in
Q4 2009, with corresponding rebates
•
Will simplify structure starting Q4 2010
–
All
rebates
will
be
collapsed
into
gross
revenue
with no
impact
on
net
revenue
•
As-reported Acquirer Cross-Border Rebates were:
–
Q1 2010 = $65 million
–
Q2 2010 = $62 million
Acquirer Cross-Border Rebates
Investment Community Meeting
Page 88
September 15, 2010	

	

2010 Financial Outlook: Constant Currency
•
1-2 ppt
headwind from Euro/Real FX
•
Debit Portfolio losses
•
Rebates & Incentives trajectory
Net
Revenue
Operating
Expenses
Net Income
Growth
•
Modest decline
•
1-2 ppt
tailwind from Euro/Real FX
•
Reinvestment in the business in Q3 / Q4
•
A&M spend higher in second half of year
•
Achieve at least 20%
Investment Community Meeting
Page 89
September 15, 2010	

	

Rebates & Incentives Mix*
% of Rebates
& Incentives
* Excludes Acquirer Cross-Border Rebates
Volume /
Transaction Based
~ 70 %
New / Renewed Deals
and
Customer Marketing
~ 30 %
Investment Community Meeting
Page 90
September 15, 2010	

	

Capital Structure Considerations
Guiding Principles
•
Preserve strong balance sheet, liquidity and credit ratings
•
$3.5 billion net cash with remaining litigation payable of
$0.6 billion as of June 30, 2010
•
Available debt capacity, though to be used sparingly
until clarity around outstanding litigation
•
Bias towards share repurchase over dividend increases
•
Will target regular cadence depending on use of cash in the
business
•
$1.0 billion share repurchase program recently authorized by
the Board of Directors
•
Investments in organic opportunities and M&A
transactions
•
Primary focus in technology, processing, prepaid,
e-Commerce and mobile
Strong
Balance Sheet
Long-Term
Business
Growth
Return
Excess Cash
Investment Community Meeting
Page 91
September 15, 2010	

	

Liquidity
Investment Community Meeting
Page 92
September 15, 2010	

	

2010
–
2015E
(CAGR)
Global PCE
6%
Card Purchase Vol.
10%
Secular Growth
4%
PCE Growth and Secular Trend
Provide for Tremendous Opportunity
Source:   EIU, Euromonitor
and MasterCard internal estimates
Personal Consumption Expenditure (PCE)
65%
56%
46%
12%
15%
18%
23%
29%
36%
2005
2010E
2015E
Cash & Check
EFT
Credit / Debit
$27 Trillion
$36 Trillion
$48 Trillion
Investment Community Meeting
Page 93
September 15, 2010	

	

Long-Term Revenue Growth
Source: EIU, Euromonitor
and MasterCard internal estimates
Estimated 2010-2015 CAGR
MasterCard
Long-Term Revenue
Global
PCE
Secular
Growth
+4%
6%
~10%
Low –
Mid
Teens
~9%
Industry
Purchase Volume
Adjusted Industry
Purchase Volume
MA Mix
Strategic
Investments
(1%)
Investment Community Meeting
Page 94
September 15, 2010	

	

Updated Longer-Term
2011 –
2013 Performance Objectives
On a constant currency basis:
Net Revenue
Growth Rate
Operating
Margin
Earnings Per Share
Growth Rate
20% +
CAGR
minimum
50%
annually
12-14%
CAGR
Investment Community Meeting
Page 95
September 15, 2010	

	

APPENDIX
Cross-Border Pricing Change ($ in millions)
Page 96
Investment Community Meeting
September 15, 2010
Note
1:
Adjusted
view
of
Q1
and
Q2
2010
illustrates
impact
if
cross-border
acquiring
rebate
pricing
change
had
occurred
on
1/1/2010.
Pricing
change
will
not
be
retroactive.
Simplified structure with no Net Revenue impact
As Reported
Adjusted View
1
B/(W)
B/(W)
Q1 2010
$
% growth
$
% growth
Gross Revenue
1,683
12.7
1,748
17.1
Rebates & Incentives
(375)
(11.3)
(440)
(30.7)
Net Revenue
1,308
13.1
1,308
13.1
Rebates & Incentives % of Gross Revenue
22.3%
25.2%
Q2 2010
Gross Revenue
1,766
8.7
1,828
12.6
Rebates & Incentives
(401)
(16.6)
(463)
(34.7)
Net Revenue
1,365
6.6
1,365
6.7
Rebates & Incentives % of Gross Revenue
22.7%
25.3%	

	

Investment Community Meeting
Innovation Experience
Garry Lyons
Group Executive, Research & Development
September 15, 2010	

	

MasterCard Drives Growth
through Innovation
Page 98
Investment Community Meeting
September 15, 2010
MasterCard has always
been a payments innovator.
And will continue to be a key
contributor
Change is happening fast.
Needs of merchants and cardholders
evolving faster than ever
We must leverage our
preeminence in payments.
To stay ahead or react quickly as
opportunities emerge	

	

Make MasterCard better &
faster
at
innovation ,
and
facilitate the creation of
disruptive breakthrough
solutions
for
the
next
phase
in MasterCard’s growth.
Breakthrough Innovations
Page 99
Investment Community Meeting
September 15, 2010
Preserving the strength of
our brand, reputation
and quality of our network.
“ The temptation of business is
always to feed yesterday and
to starve tomorrow. ”
–
Peter Drucker	

	

Be open and diverse
Guiding Principles
Page 100
Investment Community Meeting
September 15, 2010
Share everything
Dare to dream
Labs is a stepping stone
Good ideas can come
from anywhere
Fail smart
Define success metrics early
Timeliness trumps perfection	

	

Access to new ideas, creating
even better experiences
MasterCard Open API: The New Frontier
Page 101
Investment Community Meeting
September 15, 2010
Companies revolutionized by
opening up…
proven impact
This is just the beginning…
Developer portal is on track
to launch later this year.	

	

Product Demonstrations
Page 102
Investment Community Meeting
September 15, 2010
inControl
Providing personalized spending
control and peace of mind.
MasterCard MarketPlace
A smarter way to shop online.
Prepaid Solutions
Leading the conversion from cash
and checks to electronic payments.
MoneySend
Greater speed, convenience and
security in person-to-person payments.
Integrated Processing Solutions
The globally integrated processing
platform for debit and prepaid.
Smart Data
Spend management to
help companies work smarter.	

	

Investment Community Meeting
Closing Remarks
Ajay Banga
President and Chief Executive Officer
September 15, 2010	

	

Looking to the Future
Page 104
Investment Community Meeting
September 15, 2010
Striking the right global / local balance
Investing in innovative products and solutions
Capturing opportunities while addressing challenges
Delivering strong financial performance	

	

Exhibit 99.2

	  		
 
MasterCard’s Board of Directors Approves $1 Billion
Class A Share Repurchase
 
Purchase, NY, September 14, 2010 – MasterCard Incorporated (NYSE:MA) today announced that its Board of Directors has approved a share repurchase program for up to $1.0 billion of its Class A common stock in open market transactions. The share repurchase authorization is effective immediately.
“We’re very pleased with the Board’s approval of this new share repurchase program,” said Ajay Banga, MasterCard’s president and chief executive officer. “This stock repurchase program is the result of a periodic review of our capital structure, and is enabled by MasterCard’s strong and consistent cash flow. It is an important way of returning cash to our shareholders while allowing us the flexibility to pursue our business strategy.”
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 relating to the manner, timing and amount of purchases by MasterCard pursuant to its share repurchase program dependent upon price and market conditions.
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, 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, 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.
About MasterCard Worldwide
MasterCard Worldwide 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,

MasterCard Worldwide Announces Share Repurchase Program – Page 2
 
processes over 22 billion transactions each year, and provides industry-leading analysis and consulting services to financial-institution customers and merchants. Powered by the MasterCard Worldwide Network and through its family of brands, including MasterCard ® , Maestro ® and Cirrus ® , MasterCard serves consumers and businesses in more than 210 countries and territories. For more information go to www.mastercard.com . Follow us on Twitter: @mastercardnews .

Contacts:
Investor Relations: Barbara Gasper, investor_relations@mastercard.com , 914-249-4565
Media Relations: Chris Monteiro, chris_monteiro@mastercard.com , 914-249-5826