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Table of Contents VISA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
September 30, 2012
Other long-term liabilities consisted of the following:
Note 10—Debt
U.S. Commercial Paper Program. Visa maintains a U.S. commercial paper program to support its working capital
requirements and for general corporate purposes. This program allows the Company to issue up to $500 million of unsecured debt
securities, with maturities up to 270 days from the date of issuance and at interest rates generally extended to companies with
comparable credit ratings. The Company had no outstanding obligations under this program during and at the end of fiscal 2012
and 2011 .
Revolving Credit Facilities. In 2008, Visa entered into a $3.0 billion five-year revolving credit facility (the “February 2008
Agreement”). The February 2008 Agreement matures on February 15, 2013 , and contains covenants and events of defaults
customary for facilities of this type. The participating lenders in this revolving credit facility include affiliates of certain holders of the
Company’s class B and class C common stock and certain of the Company’s clients or affiliates of its clients. This revolving credit
facility is maintained to provide liquidity in the event of settlement failures by the Company's clients, to back up the commercial
paper program and for general corporate purposes.
Loans under the five-year facility may be in the form of: (1) Base Rate Advance, which will bear interest at a rate equal to the
higher of the Federal Funds Rate plus 0.5%
and the Bank of America prime rate; (2) Eurocurrency Advance, which will bear interest
at a rate equal to LIBOR (as adjusted for applicable reserve requirements) plus an applicable cost adjustment and an applicable
margin of 0.11% to 0.30% based on our credit rating; or (3) U.S. Swing Loan, Euro Swing Loan, or Foreign Currency Swing Loan,
which will bear interest at the rate equal to the applicable Swing Loan rate for that currency plus the same applicable margin plus
additionally for Euro and Sterling loans, an applicable reserve requirement and cost adjustment. The Company also agrees to pay a
facility fee on the aggregate commitment amount, whether used or unused, at a rate ranging from 0.04% to 0.10% and a utilization
fee on loans at a rate ranging from 0.05% to 0.10% based on the Company’s credit rating. Currently, the applicable margin is
0.15% , the facility fee is 0.05% and the utilization fee is 0.05% .
There were no borrowings under the revolving credit facility and the Company was in compliance with all related covenants
during and at the end of fiscal 2012 and 2011 .
Note 11—Pension, Postretirement and Other Benefits
The Company sponsors various qualified and non-
qualified defined benefit pension and other postretirement benefit plans that
provide for retirement and medical benefits for substantially all employees residing in the United States. The Company uses a
September 30 measurement date for its pension and other postretirement benefit plans.
Defined Benefit Pension Plan
The defined benefit pension plan benefits are based on years of service, age, and eligible compensation. Prior to January 1,
2011, employees hired before January 1, 2008, earned benefits based on their pay during their last five years of employment.
Employees hired or rehired on or after January 1, 2008, earned benefits based on a cash
84
September 30,
2012
September 30,
2011
(in millions)
Accrued income taxes—(See Note 20—Income Taxes )
$
171
$
468
Employee benefits
93
106
Other
107
93
Total
$
371
$
667
(1)
The put option is exercisable at any time at the sole discretion of Visa Europe with payment required 285 days thereafter.
Classification in current liabilities is not an indication of management’s expectation of exercise and simply reflects the fact that
the obligation resulting from the exercise of the instrument could become payable within 12 months.