November 1, 2006

Exhibit 99.2

rd

MasterCard Incorporated

3   Quarter 2006

Financial Results Conference Call

2

3

Quarter

Financial Results    

•

Delivered net income of $193 million and earnings per share of $1.42

•

Achieved strong revenue growth of 13.9% primarily due to:

–

Gross dollar volume growth (15.0% to $502 billion)

–

Increased processed transactions (18.9% to 4.2 billion)

–

Restructured cross-border pricing (implemented April 2006)

•

Achieved operating margin of 30.5%

•

Continued

already

solid

financial

position

-

$2.3

billion

of

cash, cash  

equivalents and available-for-sale securities at quarter end

rd

3

3

Quarter

Selected

Financial

Performance

($ in Millions, except percentages and per share data)

(4.6)

219

209

Advertising and Market Development

(4.3)

27

25

Depreciation and Amortization

NM

-

-

Litigation Settlements

37.3

1.03

1.42

Basic and Diluted EPS

(1.4) ppts.

35.3%

33.9%

Effective Tax Rate

38.8

139

193

Net Income

18.7

331

393

General and Administrative

27.9

215

275

Operating Income

13.9

$792

$902

Net Revenue

YOY           

% Growth

Rate

3Q 2005     

adjusted for    

special items

3Q 2006

a.  See Appendix A for GAAP reconciliation of special items

a

a

a

a

a

rd

4

Note: Figures may not sum due to rounding

25.2

25.1

31

Latin America

12.9

16.7

135

Europe

13.0

21.2

19

Canada

6.1

7.8

70

Asia Pacific

17.3

17.3

238

United States

15.0

16.5

502

Worldwide

44.6

36.7

8

South Asia / Middle

East / Africa

Local

Currency

U.S.

Dollar

GDV

($  Billions)

% Year-Over-Year Growth

MasterCard Branded Volume (GDV)

Third Quarter 2006

5

$241

$278

$0

$50

$100

$150

$200

$250

$300

3Q05

3Q06

20%

30%

40%

50%

60%

70%

80%

Net Assessment Fees-

Net Assessment Fees as a % of Gross Assessment Fees--

•

Net assessments down $37 or 13.3%

•

Gross assessments increased -

$20 or 4.6% over 2005.  Key drivers

include:

–

GDV increases

–

Restructured pricing, primarily $42

reclassification to operations fees

(offsets gross assessments) -

•

Net assessments as % of -

gross

assessments-

declined

due

to

an increase in incentives

primarily from:

–

New and renewed customer and

merchant agreements

rd

3

Quarter Revenue -

Assessments

($ in Millions)

6

•

Net operations fees up $147

or 28.6%

•

Gross operations fees increased

$169 or 30.2%.  Key drivers

include increases in:

–

Processed transactions

–

GDV

–

Restructured pricing,

including $42 million

reclassification from

assessments-

•

Net operations fees as % of

gross operations fees declined

due to an increase in rebates

primarily from:

–

Consolidation of major

customers

–

Impact of restructured

pricing

$661

$514

$0

$100

$200

$300

$400

$500

$600

$700

3Q05

3Q06

85%

88%

91%

94%

97%

100%

Net Operations Fees

Net Operations Fees as a % of Gross Operations Fees

rd

3

Quarter Revenue -

Operations Fees      -

($ in Millions)

7

$0

$100

$200

$300

$400

$500

3rd Quarter 2005

3rd Quarter 2006

General & Administrative

Advertising & Marketing

Depreciation & Amortization

Litigation Settlements

Total operating expenses

decreased 2.6% to $627:

–

Adjusted for 2005 special

items, increased 8.8%

General and administrative,

increased 12.2% to $393:

–

Adjusted for 2005 special

items, increased 18.7%

–

Driven by increases in

professional fees and

personnel costs

Advertising and market

development decreased $10

or 4.6%:

–

Primarily due to focus on 

World Cup sponsorship

activities which concluded

in the beginning of 3Q06

No litigation settlements were

accrued during 3Q06

$331

a

$219

$27

$48

$393

$209

$25

a.  See Appendix A for GAAP reconciliation of special items

a

a

rd

3

Quarter Operating Expenses

($ in Millions)

8

•

Cash, cash equivalents and available-for-sale securities of $2.3 billion

•

Stockholders’

Equity at $2.3 billion

•

Accounts receivable increased $97 million primarily due to:

–

Pricing recalibration in Europe

–

Volume increases

–

An increase in VAT receivable due to timing of payments

•

Obligations under the U.S. Merchant Lawsuit and other litigation

settlements decreased $40 million due to:

–

$95 million in payments of litigation settlements

–

Offset by $55 million in accruals and interest accretion

•

Generated $447 million in cash flow from operations during the nine

months ended September 30, 2006

Balance Sheet and  

Cash Flow Statement Highlights        

9

4Q Special Items for Consideration                    

($ in Millions)

4Q05 Special Items:

Currency Conversion Reserve

(reported as Litigation Settlements expense)

($27)

Pre-Tax                

(Expense)

10

•

Grow revenue

•

Continued margin improvement

•

Deliver net income growth

•

Return on equity

Long-Term Performance Objectives    

12

a

Adjustment to reflect accounting methodology change for cash-based executive incentive plans

b

Litigation settlements

c

Gains from the settlement of a contractual dispute

($ million)

YOY Growth

Actual

Special Items

As Adjusted

Actual

Special Items

As Adjusted

As Adjusted

Revenue

$902

-

$902

$792

-

$792

13.9%

General and Administrative

                  393

-

393

                  350

19

a

331

18.7%

Advertising and Marketing

209

-

209

219

-

219

(4.6%)

Litigation Settlements

-

-

-

                    48

48

b

-

NM

Charitable Contributions

-

-

-

-

-

-

NM

Deprecation and Amortization

25

-

25

27

-

27

(4.3%)

Total operating expenses

                  627

-

627

                  644

67

                   577

8.8%

Operating Income

275

-

275

148

67

215

27.9%

Investment Income

34

-

34

16

-

16

112.5%

Other income (expense)

-

-

-

18

                       (17)

c

1

NM

Net Income

193

-

193

106

33

139

38.8%

Earnings Per Share

1.42

-

1.42

0.79

0.24

1.03

37.3%

For the three months ended September 30, 2006

For the three months ended September 30, 2005

Appendix A: GAAP Reconciliation