Note 8—Debt

The Company had outstanding debt as follows:



	September 30, 2017							September 30, 2016
	Principal Amount		Unamortized Discounts and Debt Issuance Costs			Carrying Amount		Principal Amount		Unamortized Discounts and Debt Issuance Costs			Carrying Amount		Effective Interest Rate
	(in millions, except percentages)
1.20% Senior Notes due 2017 (the "2017 Notes")	$	1,750	$	(1	)	$	1,749	$	—	$	—		$	—	1.37	%
Total current maturities of long-term debt	1,750		(1		)	1,749		—		—			—

1.20% Senior Notes due 2017 (the "2017 Notes")	—		—			—		1,750		(4		)	1,746		1.37	%
2.20% Senior Notes due 2020 (the "2020 Notes")	3,000		(10		)	2,990		3,000		(12		)	2,988		2.30	%
2.15% Senior Notes due September 2022 (the "September 2022 Notes")	1,000		(7		)	993		—		—			—		2.30	%
2.80% Senior Notes due December 2022 (the "December 2022 Notes")	2,250		(10		)	2,240		2,250		(12		)	2,238		2.89	%
3.15% Senior Notes due 2025 (the "2025 Notes")	4,000		(33		)	3,967		4,000		(36		)	3,964		3.26	%
2.75% Senior Notes due 2027 (the "2027 Notes")	750		(10		)	740		—		—			—		2.91	%
4.15% Senior Notes due 2035 (the "2035 Notes")	1,500		(15		)	1,485		1,500		(15		)	1,485		4.23	%
4.30% Senior Notes due 2045 (the "2045 Notes")	3,500		(37		)	3,463		3,500		(39		)	3,461		4.37	%
3.65% Senior Notes due 2047 (the "2047 Notes")	750		(10		)	740		—		—			—		3.73	%
Total long-term debt	16,750		(132		)	16,618		16,000		(118		)	15,882
Total debt	$	18,500	$	(133	)	$	18,367	$	16,000	$	(118	)	$	15,882

Senior Notes

In September 2017, the Company issued fixed-rate senior notes (the September 2022 Notes, 2027 Notes and 2047 Notes, or collectively, the "Notes issued in 2017") in an aggregate principal amount of $2.5 billion, with maturities ranging between 5 and 30 years. Interest on the Notes issued in 2017 is payable semi-annually on March 15 and September 15 of each year, commencing March 15, 2018. The net aggregate proceeds from the Notes issued in 2017, after deducting discounts and debt issuance costs, were approximately $2.5 billion.

Use of Proceeds from Notes issued in 2017. On September 11, 2017, the Company called for redemption of all of the $1.75 billion principal amount outstanding of the 2017 Notes in accordance with the optional redemption provisions set forth in the governing indenture. Subsequent to fiscal 2017, on October 11, 2017, the redemption date, the Company redeemed all of the $1.75 billion principal amount. The redemption was funded with the proceeds from the Notes issued in 2017.

In December 2015, the Company issued fixed-rate senior notes (the 2017 Notes, 2020 Notes, December 2022 Notes, 2025 Notes, 2035 Notes and 2045 Notes, or collectively, the "Notes issued in 2015") in an aggregate principal amount of $16.0 billion, with maturities ranging between 2 and 30 years. Interest on the Notes issued in 2015 is payable semi-annually. The net aggregate proceeds from the Notes issued in 2015, after deducting discounts and debt issuance costs, were $15.9 billion.

The discounts and debt issuance costs are amortized over the respective term of each note using the effective interest method. The indenture governing the Notes issued in 2017 and the Notes issued in 2015, or collectively, the "Notes", contains customary event of default provisions. The Notes are senior unsecured obligations of the Company, ranking equally and ratably among themselves and with the Company's existing and future unsecured and unsubordinated debt. The Notes are not secured by any assets of the Company and are not guaranteed by any of the Company's subsidiaries. The Company was in compliance with all related covenants as of September 30, 2017.

The Company recognized related interest expense of $505 million and $399 million in fiscal 2017 and fiscal 2016, respectively, as non-operating expense.

Each series of Notes may be redeemed as a whole or in part at the Company’s option at any time, prior to either their maturity date (2017 Notes) or the applicable par call date (the remaining series of notes, as set forth in the table below), at a price equal to the greater of:


•	100% of the principal amount of such Notes; and


•	the sum of the present value of the remaining scheduled payments of principal and interest through the maturity or par call date for each of the Notes below at the treasury rate defined under the terms of the Notes, plus the applicable spread for such Notes (as set forth in the table below),

plus, in each case, accrued and unpaid interest to, but excluding, the date of redemption.



Series	Maturity/Par Call Date	Spread
2020 Notes	November 14, 2020	10 bps
September 2022 Notes	August 15, 2022	10 bps
December 2022 Notes	October 14, 2022	12.5 bps
2025 Notes	September 14, 2025	15 bps
2027 Notes	June 15, 2027	12.5 bps
2035 Notes	June 14, 2035	20 bps
2045 Notes	June 14, 2045	20 bps
2047 Notes	March 15, 2047	15 bps

On or after the applicable par call date, the Notes, except the 2017 Notes, may be redeemed as a whole or in part, at the Company’s option at any time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued interest.

Future principal payments on the Company's outstanding debt are as follows:



Fiscal Year	2018		2019		2020		2021		2022		Thereafter		Total
(in millions)	$	1,750	$	—	$	—	$	3,000	$	1,000	$	12,750	$	18,500

Commercial Paper Program

Visa maintains a commercial paper program to support its working capital requirements and for other general corporate purposes. Under the program, the Company is authorized to issue up to $3.0 billion in outstanding notes, with maturities up to 397 days from the date of issuance. During fiscal 2017, the Company issued $567 million of commercial paper, with a weighted-average interest rate of 0.79%, and subsequently repaid its outstanding obligation. The Company had no outstanding obligations under the program at September 30, 2017.

Credit Facility

The Company is a party to a credit agreement for a 5-year, unsecured $4.0 billion revolving credit facility (the "Credit Facility") that was entered into on January 27, 2016. On January 27, 2017, the Company extended the term of the credit facility, which will now expire on January 27, 2022.

The Credit Facility provides a borrowing capacity of up to $4.0 billion. Borrowings under the Credit Facility are available for general corporate purposes. Interest on the borrowings under the Credit Facility would be charged at the London Interbank Offered Rate (LIBOR) or an alternative base rate, in each case plus applicable margins that fluctuate based on the applicable rating of senior unsecured long-term securities of the Company. The Borrowers have agreed to pay a commitment fee which will fluctuate based on such applicable rating of the Company.

Other material terms are:


•	a financial covenant which requires the Company to maintain a Consolidated Indebtedness to Consolidated EBITDA Ratio (as defined in the Credit Facility) of not greater than 3.75 to 1.00;


•	customary restrictive covenants, which limit the Borrowers' ability to, among other things, create certain liens, effect fundamental changes to their business, or merge or dispose substantially all of their assets, subject in each case to customary exceptions and amounts;


•	customary events of default, upon the occurrence of which, after any applicable grace period, the requisite lenders will have the ability to accelerate all outstanding loans thereunder and terminate the commitments; and


•	other customary and standard terms and conditions.

The Company had no borrowings under the Credit Facility as of September 30, 2017, and was in compliance with all related covenants as of and during the year ended September 30, 2017.