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As a reminder, the current Q3 is lapping 17% nominal revenue growth in the prior year quarter which benefited from a number of favorable one-time adjustments.

It is worth noting that the international revenue grew it only 1% this quarter despite cross-border constant dollar volume growth of 7%. While unfavorable FX is a partial explanation, the bigger impact is the significant reduction in currency volatility which has a direct impact on our international revenues. We expect both of these factors to reverse overtime.

Looking ahead to Q4, we expect a rebound in nominal revenue growth on the order of 2 to 3 percentage points compared to Q3. This rebound is about 2 percentage points than we anticipated at the time of our last earnings call primarily due to a 1 percentage point drop in cross-border transaction growth and unusually low levels of volatility across a broad range of currencies.

So, that means for the full fiscal year 2014, we now expect revenue growth in the 9% to 10% range on a constant dollar basis with guarded optimism that the moderation in cross-border volume growth has dropped. After FX impacts that translates into nominal revenue growth of 7% to 8%.

Client incentives for the fiscal third quarter came in lower than we had anticipated at our last earnings call due primarily to the timing associated with several major deals which have now been either signed or we expect to sign in the fiscal fourth quarter. With this in mind, we are narrowing our full year guidance for client incentives as a percent of gross revenue to around 17% from the prior range of 16.5% to 17.5%. Let me also point out that mathematically this puts the fourth quarter at north of 19%.

In terms of EPS, on a fiscal year 2014 basis, we are narrowing our guidance for diluted earnings per share to be in the 17.5% to 18.5%. Lastly, we remain confident in our future growth prospects and fully committed to returning excess cash to our shareholders. To this end, we repurchased a total of $5.6 million shares during the quarter at an average price per share of $207 in change resulting in a total cost of $1.2 billion. This leaves an outstanding open to buy of $1.9 billion at the end of June and as always we will take advantage of market movements to repurchase at attractive prices.

Now, let’s turn to payment volume and transaction growth. Let me start with what I stated last quarter though we are seeing a sustained economic recovery, there are no signs yet of acceleration either domestically or internationally. Global payment volume growth for the June quarter in constant dollars was 11%, a 1 percentage point decline from the March quarter, the U.S. grew 10% and international grew 13%.

Drilling down further for the June quarter, U.S. credit growth was 12% slight improved to 14% growth. U.S. debit was 8% in Q3, a 1 percentage point improvement compared to Q2 through July 21st, U.S. debit is flat at 8% growth. Taking together U.S. payment volume growth through July 21 was 11%, up 1 percentage point from the Q3 level.

Global cross-border volume delivered a 7% constant dollar growth rate in the June quarter slightly down from 8% in the March quarter. U.S. and international both grew at 7%. Through July 21st, cross-border volume on a constant dollar basis held steady at 7% growth with the U.S. growing 6% and international registering 7% growth.

For the June ending quarter, the sequentially downtick of 1 percentage point in cross-border was broad-based and spread across China, Russia, Ukraine, Venezuela, Argentina and the Middle East as you might expect, given political tensions and the early on-set of Ramadan.

Speaking of Ramadan, when interpreting to Q4 cross-border trends keep in mind that the timing of Ramadan in 2014 benefits August at the expense of July.

Transactions processed over Visa’s network totaled $16.7 billion in the fiscal third quarter, an 11% increase over the prior year period, same growth rate as Q2. The U.S. grew 9% while international delivered 20% growth. Through July 21st, processed transaction growth moderated to a 9% growth rate. The notable drop in July is largely due to the lapping of significant debit wins in Brazil in June 2013 where our debit processing penetration went from zero to well above 50%.

Now, turning to the income statements. Net operating revenue in the quarter was $3.2 billion, a 5% increase year-over-year, driven primarily by growth in service and data processing globally and as mentioned earlier, negatively impacted by a 2 percentage point foreign currency headwind.

Moving to the individual revenue line items, service revenue was $1.4 billion, up 9% over the prior year and was driven by moderating global payment volume growth. Data processing revenue was $1.3 billion, up 11% over the prior year’s quarter based on solid growth rates in Visa processed transactions both in the U.S. and internationally.

As highlighted earlier, international transaction revenue was up 1% to $860 million versus 7% constant dollar volume growth over the prior year period, as a result of a broad range of currencies experiencing volatility well below the 10 year trend line in contrast to the year ago quarter when volatility was near record highs. We would expect a return to a more normal volatility pattern in the coming quarters.

Total operating expenses for the quarter were $1.1 billion, down 3% from the prior year. Certain expenses have slipped to the fiscal fourth quarter while some specific personnel and professional fees those sequentially higher than the prior quarter were comping off of higher levels of the expense in the year ago period. We expect elevated marketing investments in the Q4 more comparable to Q2 levels tied to the FIFA World Cup in combination with significant investments in the support of the recent rollout of Visa Checkout. Operating margin was 64% for the third quarter, in line with our annual guidance of low to mid 60s. Capital expenditures were $109 million in the quarter.

At the end of the June quarter, we had $624 million shares of Class A common stock outstanding on an as converted basis. The weighted average number of fully diluted shares outstanding for the quarter totaled $628 million.

Finally, given our year-to-date results and our outlook for the balance of the year, let me recap our 2014 full year guidance. Constant dollar net revenue growth of 9% to 10% which when combined with 2 percentage points of negative FX impact; yield nominal revenue growth of 7% to 8%. Client incentives around 17%; operating margin in the low to mid 60s; tax rate between 30% and 31%; EPS growth in the 17.5% to 18.5% range and free cash flow of about $5 billion.

Before I turn the call over to Charlie, let me provide some early perspective on fiscal 2015. In short, we are approaching 2015 bullish on the long-term but cautious in the short term. Here are some of the underlying observations and assumptions in forming our planning for next year.

First, while we expect U.S. and international payment volume growth to remain healthy, we have not yet seen acceleration in global economic growth. Cross-border transactions appear to be troughing in the 6% to 7% growth range on a constant dollar basis. As a perspective, we know that these growth rates can recover significantly without notice and that the notable declines in Latin American growth rates lap in January of 2015 and the market declines related to the Russian-Ukraine will lap in March, everything else equal once these events anniversary to pick up in cross-border growth could be in the 2 to 3 percentage point range.

As the currency volatility, not sure when this trend reverses. We only know from an historical perspective we are overdue for a correction and such shifts and trend can be quick and sizable. Consistent with past strategies, we remained focused on growing revenues for converting more cash volume to electronic payments with a growing emphasis on digital.

In addition, we expect the successful growth in our client payment volumes for both issuers and merchants to result in higher levels of planned incentives as measured by percent of gross revenues.

Turning to Russia, while this situation is still very much influx, we anticipate being a part of a commercial solution that will be implemented in 2015 which will likely resolve in the loss of about 50 million in domestic Russian processing revenue.

Looking further down the income statement, we see no step function change in our tax rate at this time. That said, we are working diligently on a more fully realizing our opportunities related to foreign tax credits.

Finally, consistent with past practice, we expect to deploy our excess cash flow in 2015 to service our dividend and to repurchase our shares. In sum, we remain bullish on the future but recognize that in today's economic environment we must work through several challenges before we can once again resume more normalized rates of growth. As is our practice on the Q4 earnings call, we will provide more color on 2015.

And with that, I'll turn the call over to Charlie.

Charles W. Scharf

Thank you very much, Byron. Byron did cover the financial results in a fair amount of detail but I just thought I'd just pass on a few quick thoughts.

First of all, the quarterly results did come in where we expect. The revenue growth being impacted by the year-over-year comps with the strong U.S. dollar and the tepid growth from cross-border payment volume in these specific geographies was what we expected. And we reiterate that we are confident that these headwinds we do not feel are permanent.

More importantly for the long-term, global payments volume and processed transactions remained healthy and strong. Also our issuer contract pipeline is very strong. So, all in all we are gratified to be able to deliver 50% earnings per share growth given the environment and what we've discussed.

Let me turn out for a second and talk about Russia. As you all know by reading the newspapers and watching the news, the situation continues to evolve. The recent additional sanctions have not forced us to curtail business with additional clients and as of today, our domestic and international business continues.

This concludes completing term sheets and contracts regarding our brand relationships during this quarter with significant Russian clients which we're gratified about but we continue to focus on developing a domestic processing solution and we're actively engaged with the Russian government and the Russian banks to develop a commercial solution which will allow us to continue serve our Russian clients.

Most limiting provisions of the new law going to effect in October and we are working to have a solution implemented by that time. Having said that and as Byron mentioned, we do expect to lose a portion of our domestic processing revenues over the next year which will reset our base from which we expect to achieve good growth.

Now, let me turn for a second and talk about what we're seeing in our client activity around the globe. We did have a good quarter regarding issuing co-brand contracts just a few significant examples. In U.S. we renewed our credit card relationships with the American Eagle Outfitters and high hotels and resorts.

In Canada earlier this month, we launched a new relationship with CIBC for Tim Hortens which is the largest QSR in Canada. It's a significant co-brand offering and a no fee rewards space reported by innovative product features and real-time awards. It's called the Double Double Visa Card, it leverages the first of its kind dual button technology that combines a CIBC Visa Credit Card for payments with a classic Tim Card for rewards. Cardholders simply press CIBC Visa button on the front of the card to pay for their everyday purchases anywhere Visa accepted or they can choose to press the Tim Card button and then use the same card to redeem their Tim cash for their favorite coffee and menu items at Hortens. New card is also, also offers the convenience of Visa payWave and the security of chip and pin technology that consumers in Canada enjoy today. On the issuing side, we also renewed a multiyear agreement with the Royal Bank of Canada an important and long-standing client of Visa.

We also signed a number of other significant new multiyear agreements around the globe. In Australia, we will be the exclusive card net worth for a Woolworths money credit card partnership. Woolworths is Australia’s larger retailer. In China, we renewed our credit partnership deals with China Industrial Bank, China Minsheng Banking Corporation, and Shanghai Pudong Development Bank. In Korea, we signed a new debit partnership agreement with [Pona SK] and a new credit debit agreement with [Woori] card. In Saudi Arabia, the Saudi British Bank will convert their debit card portfolio to Visa from a competitor and bank Saudi frenzy has renewed their credit, debit and prepaid agreement. In the UAE, Visa signed new credit deal with Mashreq Bank including an exclusive card for high net worth individuals.

Turning to CyberSource for a second. We have discussed the weaker growth over the past few quarters increasing our rate of growth here it will take some time it’s one account at a time and as Byron mentioned we are investing here to rebuild the higher growth rates.

We recently announced a strategic global partnership with Amadeus, a leading technology provider for the global travel industry. Amadeus has integrated CyberSource's fraud management system decision manager into the Amadeus payment platform which can help travel organizations globally accept more bookings while identifying potential fraudulent transactions and lowering operational costs.

Turning to payment security for a moment, earlier this year we formed a payment task force in partnership with other networks, merchants, issuers, acquirers and device manufacturers. We see real collaboration here which is terrific. We continue to work through a common roadmap for enhanced security in the U.S. topics include EMV, tokenization, end-to-end encryption and coordinated communications. The Group is working very well together and we would expect the Group to have some things to talk about publicly in the near future.

Let me talk for a few minutes now about our work in digital commerce. First of all, there is a lot of clutter in the market about who is doing what in the digital payment space. It can be confusing for sure. We have a very specific point of view and a set of strategies here. Simply put we are keenly focused on achieving the same success in the digital world that we have had in the physical world. This mean focusing on tangible activities in the marketplace that help accelerate digital commerce with Visa as a platform partner.

As in the side our card not present volumes today are growing three times as fast as card present which we feel is still just a fraction of the opportunity in this space. We are focused on two different but related things.

Number one, bring digital payments to the physical world and number two, enabling digital payments in the connected world. To do this, we are materially changing how we do business. Historically we would only allow access to our capabilities through issuers and acquirers and for them it wasn't particularly easy. Today we're simplifying access for our traditional partners but we're also enabling a much broader set of partners to access these platforms in ways we have not allowed historically so, they can build experiences that use our payment of capabilities. This includes partners such as merchants, technology companies both big and small, mobile operators, device manufacturers, other payment companies, social networks and the broader application developer community. Including these partners means exposing web services so they can connect with us.

To help drive innovation, last week we opened a 100,000 square feet of innovation center in San Francisco. The space is all about collaboration, it’s one of a series of physical spaces which we will have, which provide a physical environment where we can sit side-by-side with partners traditional and new big and small to create experiences using our capabilities.

We're also investing in younger companies such as DocuSign and [Loop]. As a group investments like these and there are more to come keep us close to innovators in our space. Being part of the dialogue is important. Bear in mind, we are not looking to pick exclusive winners here, but we do want to enable a series of people who we think can help drive payment electronification.

To support our digital activities today we announced Visa Digital Solutions. This suite of services extends our support for mobile payments to enable retailers, financial institutions and developers to create new ways to pay via mobile devices. Specifically, we published specifications in software development kits to make it easier for financial institutions, merchants and developers to create new ways to pay using our products on mobile devices using Visa payWave and QR codes.

We have also published APIs and SDKs to enable merchants and developers to embed simplified payments within their web and mobile sites as well as the mobile applications using Visa Checkout which I’ll talk a bit more about in a moment. These services are now available and there will be more coming throughout the year.

The second category is aimed at protecting consumer account information. Our new token services are part of this. I’d mentioned this before but most people are focused on the security benefits of tokenization and they are real. But with tokens new players and importantly non-traditional payment providers such as developers and merchants can build applications that access payment information in a safe secure manner not possible before. This means on digital devices wherever there is an Internet connection regardless of the form factor including ones that don’t exist today. Developers will be able to integrate Visa payment capabilities.

Merchants, developers and banks will start offering token-based payments in September of this year. We are also launching a more robust developer center in early 2015 but we’ll extend the capabilities we exposed to the developer community.

In addition to all of this we’re creating a suite of services to enable banks to issue and manage Visa accounts and secure virtual clouds. This again allows developers to create commerce opportunities to integrate our payments products and capabilities wherever there is an Internet connection.

Last week, we launched Visa Checkout replacing V.me in the marketplace. We've learned a lot over the past year and a half through candid conversations with issuers, acquirers and merchants. In addition to consumer research on the topic of digital wallets and digital acceptance. Our goal is simple, we want our clients and their customers to be able to use our products in the digital world as easily as they can in the physical world. This means we’ve designed Visa Checkout to be the Visa Card in the digital world that means a simple buying experience for consumers, clear branding for issuers and simple integration with merchants, it also means preserving the roles in the payments chain as they exist today. Visa Checkout accomplishes all of this.

For the consumer they can pay with the username and password with just a few clicks whatever they see their card and Visa Checkout online. For the issuer clear branding throughout the Checkout experience and for the merchant easy integration of a product one which will help increases the rate at which sales are consummated online. As I said Visa Checkout is simply a Visa Card in the digital world.

As I mentioned earlier with this launch a new mobile software development kit is also available allowing developers to quickly build and implement an in-app Checkout experience for iOS and Android based devices. We will drive broad awareness for Visa Checkout through a significant advertising campaign recently launched in the digital and social channels and on television later this year. The campaign will feature participating merchants and a broad range of consumer offers and promotions. We’re thrilled with our partners who are part of the launch. On the financial institution side they include more than 180 financial institutions and organizations, big and small, the list includes U.S. issuers such as Bank of America, BB&T, BBVA Compass, CSCU which is the card services for credit unions, Chase Citi, ICBA Bank Card, Navy Federal Credit Union, PMC, Regions, U.S. Bank and Wells Fargo.

We’re also thrilled to have great merchants as partners in our launch some of which are following Neiman Martins, Staples, Pizza Hut, United Airlines, Petco, Wine Enthusiast, Adorama, Jos. A. Bank, Rakuten, Ticketmaster and Live Nation, over 170 merchants are live in Australia, Canada and the U.S. representing approximately 20 billion in total addressable payment volume. The sales pipeline is also very strong with over 40 merchants at term sheet and or negotiating master service agreements representing an additional $37 billion in addressable volume including some great sizable brands.

In summary, our job at Visa is to help pro-commerce by providing a platform to integrate but we think is the best payment brand instead of capabilities in the world into new buying experiences simply and securely. These experiences will certainly make it easier to pay by eliminating physical cards overtime but the driver of behavioral change will be the experiences that can now be created on mobile devices that cannot be created on plastic, because the mobile device is connected and interactive and these experiences will become the real reason to pay digitally overtime.

We believe that you will start to see these experiences in the near future and are excited about what they mean for everyone involved in commerce and will be an important part of our future.

We look forward to discussing these specific experiences and their positive impact to Visa over the coming quarters.

And with that operator, I think Byron and I are ready to take questions.

Earnings Call Part 2:

• Q&A with Visa Inc. CEO