LONG-TERM DEBT

In November 2012, December 2014, and August 2017, we issued $3.0 billion, $6.0 billion, and $16.0 billion of unsecured senior notes, and in August 2017, with our acquisition of Whole Foods Market, we assumed $1.0 billion of unsecured senior notes (collectively, the “Notes”). As described in the table below, $25.3 billion was outstanding as of September 30, 2017. As of December 31, 2016, and September 30, 2017, the net unamortized discount and debt issuance costs on the Notes was $90 million and $100 million. We also have other long-term debt with a carrying amount, including the current portion and borrowings under our credit facility, of $588 million and $597 million as of December 31, 2016, and September 30, 2017. The face value of our total long-term debt obligations is as follows (in millions):



	December 31, 2016			September 30, 2017
1.200% Notes due on November 29, 2017 (1)	$	1,000		$	1,000
2.600% Notes due on December 5, 2019 (2)	1,000			1,000
1.900% Notes due on August 21, 2020 (3)	—			1,000
3.300% Notes due on December 5, 2021 (2)	1,000			1,000
2.500% Notes due on November 29, 2022 (1)	1,250			1,250
2.400% Notes due on February 22, 2023 (3)	—			1,000
2.800% Notes due on August 22, 2024 (3)	—			2,000
3.800% Notes due on December 5, 2024 (2)	1,250			1,250
5.200% Notes due on December 3, 2025 (4)	—			1,000
3.150% Notes due on August 22, 2027 (3)	—			3,500
4.800% Notes due on December 5, 2034 (2)	1,250			1,250
3.875% Notes due on August 22, 2037 (3)	—			2,750
4.950% Notes due on December 5, 2044 (2)	1,500			1,500
4.050% Notes due on August 22, 2047 (3)	—			3,500
4.250% Notes due on August 22, 2057 (3)	—			2,250
Credit Facility	495			550
Other long-term debt	93			47
Total debt	8,838			25,847
Less current portion of long-term debt	(1,056		)	(1,037		)
Face value of long-term debt	$	7,782		$	24,810

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(1)	Issued in November 2012, effective interest rates of the 2017 and 2022 Notes were 1.38% and 2.66%.


(2)	Issued in December 2014, effective interest rates of the 2019, 2021, 2024, 2034, and 2044 Notes were 2.73%, 3.43%, 3.90%, 4.92%, and 5.11%.


(3)	Issued in August 2017, effective interest rates of the 2020, 2023, 2024, 2027, 2037, 2047, and 2057 Notes were 2.16%, 2.56%, 2.95%, 3.25%, 3.94%, 4.13%, and 4.33%.


(4)	Assumed in connection with the acquisition of Whole Foods Market, the effective interest rate of the 2025 Notes was 3.03%.

Interest on the Notes issued in 2012 is payable semi-annually in arrears in May and November. Interest on the Notes issued in 2014 is payable semi-annually in arrears in June and December. Interest on the Notes issued in 2017 is payable semi-annually in arrears in February and August. Interest on the 2025 Notes is payable semi-annually in arrears in June and December. We may redeem the Notes at any time in whole, or from time to time, in part at specified redemption prices. We are not subject to any financial covenants under the Notes. The proceeds from the November 2012 and the December 2014 Notes were used for general corporate purposes. The proceeds from the August 2017 Notes were used to fund the consideration for the acquisition of Whole Foods Market and will be used to repay the 1.200% Notes due 2017 and for general corporate purposes. The estimated fair value of the Notes was approximately $8.7 billion and $26.2 billion as of December 31, 2016, and September 30, 2017, which is based on quoted prices for our debt as of those dates.

In October 2016, we entered into a $500 million secured revolving credit facility with a lender that is secured by certain seller receivables, which we subsequently increased to $600 million and may from time to time increase in the future subject to lender approval (the “Credit Facility”). The Credit Facility is available for a term of three years, bears interest at the London interbank offered rate (“LIBOR”) plus 1.65%, and has a commitment fee of 0.50% on the undrawn portion. There were $495 million and $550 million of borrowings outstanding under the Credit Facility as of December 31, 2016, and September 30, 2017, with weighted-average interest rates of 2.3% and 2.6% as of December 31, 2016, and September 30, 2017. As of December 31, 2016, and September 30, 2017, we have pledged $579 million and $639 million of our cash and seller receivables as collateral for debt related to our Credit Facility. The estimated fair value of the Credit Facility, which is based on Level 2 inputs, approximated its carrying value as of December 31, 2016, and September 30, 2017.

The other debt, including the current portion, had a weighted-average interest rate of 3.4% and 1.9% as of December 31, 2016, and September 30, 2017. We used the net proceeds from the issuance of this debt primarily to fund certain business operations. The estimated fair value of the other long-term debt, which is based on Level 2 inputs, approximated its carrying value as of December 31, 2016, and September 30, 2017.

In May 2016, we entered into an unsecured revolving credit facility (the “Credit Agreement”) with a syndicate of lenders that provides us with a borrowing capacity of up to $3.0 billion. The Credit Agreement has a term of three years, but it may be extended for up to three additional one-year terms if approved by the lenders. The initial interest rate applicable to outstanding balances under the Credit Agreement is LIBOR plus 0.60%, with a commitment fee of 0.05% on the undrawn portion of the credit facility, under our current credit ratings. If our credit ratings are downgraded these rates could increase to as much as LIBOR plus 1.00% and 0.09%, respectively. There were no borrowings outstanding under the credit agreements as of December 31, 2016, and September 30, 2017.