MasterCard Updates S-1 Registration Statement With SEC

MasterCard expects to sell up to 66,134,989 Class A shares in the offering to the public which, at the $43 share price, would raise about $2.8 billion. MasterCard intends to use all but $650 million of the proceeds - or a bit over $2 billion based on these plans - to redeem Class B shares from its existing member bank shareholders. The banks with the largest shareholdings are JP Morgan Chase (10.37%), Citigroup (8.8%), Bank of America (6.23%), aand HSBC (5.1%).

MasterCard says it will be transitioning from its current board of directors to a new board consisting of twelve members, of which nine “Class A directors” will be elected by the holders of our Class A common stock, voting separately as a class, and three “Class M directors” will be elected by the holders of our Class M common stock, voting separately as a class.

At the time of the IPO, MasterCard says it expects its board will consist of six independent Class A directors, one Class M director and MasterCard CEO Robert Selander. The new independent directors are:

• David R. Carlucci - Chairman, President and Chief Executive Officer of IMS Health
• Manoel Luiz Ferrão de Amorim - Managing Director of the Residential Business Unit for Telefonica International S.A.
• Richard Haythornthwaite - Managing Director of Star Capital Partners
• Marc Olivié - President and Chief Executive Officer of the Agfa-Gevaert Group
• Mark Schwartz - a senior advisor to George Soros and President and Chief Executive Officer of Soros Fund Management LLC from 2003 until early 2005
• Edward Su-ning Tian - Chief Executive Officer and Chairman of the board of directors of China Netcom Group Corporation (Hong Kong) Ltd.