On August 1, 2012, MasterCard Incorporated ("MasterCard") issued a press release announcing financial results for its second quarter ended June 30, 2012.

A copy of the press release is attached hereto as Exhibit 99.1. All information in the press release is furnished but not filed.

Non-GAAP Financial Information

In the attached press release, MasterCard discloses the following non-GAAP financial measures:

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

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

On August 1, 2012, MasterCard will host a conference call to discuss its second quarter ended June 30, 2012 financial results. A copy of the presentation to be used during the conference call is attached hereto as Exhibit 99.2. All information in the presentation is furnished but not filed.

(d) Exhibits.

 Exhibit
 Number                             Exhibit Description

 99.1      Press Release issued by MasterCard Incorporated, dated August 1, 2012.

 99.2      Presentation of MasterCard Incorporated, dated August 1, 2012.