Debt

Revolving Credit Facility and Commercial Paper Program

Our $2.0 billion unsecured 5-year revolving credit facility (the “2018 credit facility”) and a $1.0 billion unsecured 364-Day credit facility (the “364-day credit facility”) are available for working capital, capital expenditures and other corporate purposes, including acquisitions and share repurchases.

The 2018 credit facility, of which $150 million may be used for issuances of letters of credit, is currently set to mature on October 25, 2022. We have the option, subject to negotiation and agreement with the related banks, to increase the maximum commitment amount by an additional $500 million. Borrowings under the credit facility will bear interest at a variable rate based on LIBOR, and, for U.S. dollar-denominated loans under certain circumstances, a Base Rate (as defined in the credit facility), in each case plus an applicable margin. The applicable margin is based on the better of (i) the Company's long-term credit ratings assigned by Moody's and Standard & Poor's rating agencies and (ii) the Company's fixed charge coverage ratio, pursuant to a pricing grid set forth in the five-year credit agreement. The current applicable margin is 0.680% for Eurocurrency Rate Loans and 0.00% (nil) for Base Rate Loans.

The 364-day credit facility, of which no amount may be used for issuances of letters of credit, matured on October 25, 2018. See Note 18, Subsequent Events, for information about the extension of the 364-day credit facility. We had the option, subject to negotiation and agreement with the related banks, to increase the maximum commitment amount by an additional $500 million. Borrowings under the credit facility bear interest at a variable rate based on LIBOR, and, for U.S. dollar-denominated loans under certain circumstances, a Base Rate (as defined in the credit facility), in each case plus an applicable margin. The applicable margin was 0.585% for Eurocurrency Rate Loans and 0.00% (nil) for Base Rate Loans.

Both credit facilities contain provisions requiring us to maintain compliance with certain covenants, including a minimum fixed charge coverage ratio, which measures our ability to cover financing expenses. As of September 30, 2018, we were in compliance with all applicable covenants. No amounts were outstanding under our credit facility as of September 30, 2018.

Under our commercial paper program, we may issue unsecured commercial paper notes up to a maximum aggregate amount outstanding at any time of $3.0 billion, with individual maturities that may vary but not exceed 397 days from the date of issue. Amounts outstanding under the commercial paper program are required to be backstopped by available commitments under our credit facility discussed above. The proceeds from borrowings under our commercial paper program may be used for working capital needs, capital expenditures and other corporate purposes, including, but not limited to, business expansion, payment of cash dividends on our common stock and share repurchases. As of September 30, 2018, availability under our commercial paper program was approximately $3.0 billion (which represents the full committed credit facility amount, as no amounts were outstanding under our commercial paper program).

Long-term Debt

In August 2018, we issued long-term debt in an underwritten registered public offering, which consisted of $1.25 billion of 7-year 3.800% Senior Notes (the “2025 notes”) due August 2025, $750 million of 10-year 4.000% Senior Notes (the “2028 notes”) due November 2028 and $1 billion of 30-year 4.500% Senior Notes (the “2048 notes”) due November 2048. Interest on the 2025 notes is payable semi-annually on February 15 and August 15, commencing on February 15, 2019. Interest on the 2028 and 2048 notes is payable semi-annually on May 15 and November 15, commencing on November 15, 2018.

In February 2018, we issued long-term debt in an underwritten registered public offering, which consisted of $1 billion of 5-year 3.100% Senior Notes (the “2023 notes”) due March 2023 and $600 million of 10-year 3.500% Senior Notes (the “2028 notes”) due March 2028. Interest on the 2023 and 2028 notes is payable semi-annually on March 1 and September 1, commencing on September 1, 2018.

In November 2017, we issued long-term debt in an underwritten registered public offering, which consisted of $500 million of 3-year 2.200% Senior Notes (the “2020 notes”) due November 2020 and $500 million of 30-year 3.750% Senior Notes (the “2047 notes”) due December 2047. Interest on the 2020 notes is payable semi-annually on May 22 and November 22, commencing on May 22, 2018 and interest on the 2047 notes is payable semi-annually on June 1 and December 1, commencing on June 1, 2018.

In March 2017, we issued Japanese yen-denominated long-term debt in an underwritten registered public offering. The 7-year 0.372% Senior Notes (the “2024 notes”) due March 2024 were issued with a face value of ¥85 billion, all of which has been designated to hedge the foreign currency exposure of our net investment in Japan. Interest on the 2024 notes is payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2017.

In December 2016, we repaid the $400 million of 0.875% Senior Notes (the “2016 notes”) at maturity.

In May 2016, we issued long-term debt in an underwritten registered public offering, which consisted of $500 million of 10-year 2.450% Senior Notes (the “2026 notes”) due June 2026. Interest on the 2026 notes is payable semi-annually on June 15 and December 15 of each year, commencing on December 15, 2016.

In February 2016, we issued long-term debt in an underwritten registered public offering, which consisted of $500 million of 5-year 2.100% Senior Notes (the “2021 notes”) due February 2021. In May 2016, we reopened this offering with the same terms and issued an additional $250 million of Senior Notes (collectively, the “2021 notes”) for an aggregate amount outstanding of $750 million. Interest on the 2021 notes is payable semi-annually on February 4 and August 4 of each year, commencing on August 4, 2016.

Components of long-term debt including the associated interest rates and related fair values by calendar maturity (in millions, except interest rates):



	Sep 30, 2018					Oct 1, 2017					Stated Interest Rate		Effective Interest Rate ⁽¹⁾
Issuance	Face Value			Estimated Fair Value		Face Value			Estimated Fair Value		Stated Interest Rate		Effective Interest Rate ⁽¹⁾
2018 notes	$	350.0		$	350	$	350.0		$	352	2.000	%	2.012	%
2020 notes ⁽²⁾	500.0			490		—			—		2.200	%	2.228	%
2021 notes	500.0			489		500.0			501		2.100	%	2.293	%
2021 notes	250.0			244		250.0			250		2.100	%	1.600	%
2022 notes	500.0			486		500.0			508		2.700	%	2.819	%
2023 notes ⁽⁶⁾	750.0			759		750.0			806		3.850	%	2.859	%
2023 notes ⁽³⁾	1,000.0			986		—			—		3.100	%	3.107	%
2024 notes ⁽⁵⁾	748.4			743		755.3			760		0.372	%	0.462	%
2025 notes ⁽⁴⁾	1,250.0			1,249		—			—		3.800	%	3.721	%
2026 notes	500.0			451		500.0			481		2.450	%	2.511	%
2028 notes ⁽³⁾	600.0			576		—			—		3.500	%	3.529	%
2028 notes ⁽⁴⁾	750.0			754		—			—		4.000	%	3.958	%
2045 notes	350.0			330		350.0			381		4.300	%	4.348	%
2047 notes ⁽²⁾	500.0			438		—			—		3.750	%	3.765	%
2048 notes ⁽⁴⁾	1,000.0			977		—			—		4.500	%	4.504	%
Total	9,548.4			9,322		3,955.3			4,039
Aggregate debt issuance costs and unamortized premium/(discount), net	(69.3		)			(17.5		)
Hedge accounting fair value adjustment⁽⁶⁾	(39.0		)			(5.2		)
Total	$	9,440.1				$	3,932.6


⁽¹⁾	Includes the effects of the amortization of any premium or discount and any gain or loss upon settlement of related treasury locks or forward-starting interest rate swaps utilized to hedge the interest rate risk prior to the debt issuance.

⁽²⁾ Issued in November 2017.

⁽³⁾ Issued in February 2018.


⁽⁴⁾	Issued in August 2018.

⁽⁵⁾ Japanese yen-denominated long-term debt.

⁽⁶⁾ Amount represents the change in fair value due to changes in benchmark interest rates related to our 2023 notes. Refer to Note 3, Derivative Financial Instruments, for additional information on our interest rate swap designated as a fair value hedge.

The indentures under which the above notes were issued also require us to maintain compliance with certain covenants, including limits on future liens and sale and leaseback transactions on certain material properties. As of October 1, 2018, we were in compliance with each of these covenants.

The following table summarizes our long-term debt maturities as of September 30, 2018 by fiscal year (in millions):



Fiscal Year	Total
2019	$	350.0
2020	—
2021	1,250.0
2022	500.0
2023	1,000.0
Thereafter	6,448.4
Total	$	9,548.4