Debt



					March 3, 2016						September 3, 2015
Instrument⁽¹⁾	Stated Rate		Effective Rate		Current		Long-Term		Total		Current		Long-Term		Total
MMJ creditor installment payments	N/A		6.25	%	$	167	$	601	$	768	$	161	$	701	$	862
Capital lease obligations⁽²⁾	N/A		N/A		338		762		1,100		326		466		792
1.258% notes	1.258	%	1.97	%	87		174		261		87		217		304
2022 senior notes	5.875	%	6.14	%	—		589		589		—		589		589
2023 senior notes	5.250	%	5.43	%	—		989		989		—		988		988
2024 senior notes	5.250	%	5.38	%	—		545		545		—		545		545
2025 senior notes	5.500	%	5.56	%	—		1,139		1,139		—		1,138		1,138
2026 senior notes	5.625	%	5.73	%	—		446		446		—		446		446
2032C convertible senior notes⁽³⁾	2.375	%	5.95	%	—		200		200		—		197		197
2032D convertible senior notes⁽³⁾	3.125	%	6.33	%	—		152		152		—		150		150
2033E convertible senior notes⁽³⁾	1.625	%	4.50	%	166		—		166		217		—		217
2033F convertible senior notes⁽³⁾	2.125	%	4.93	%	267		—		267		264		—		264
2043G convertible senior notes	3.000	%	6.76	%	—		650		650		—		644		644
Other notes payable	2.519	%	2.70	%	100		247		347		34		171		205
					$	1,125	$	6,494	$	7,619	$	1,089	$	6,252	$	7,341


⁽¹⁾	We have either the obligation or the option to pay cash for the principal amount due upon conversion for all of our convertible notes. Since it is our current intent to settle in cash the principal amount of all of our convertible notes upon conversion, the dilutive effect of such notes on earnings per share is computed under the treasury stock method.


⁽²⁾	Weighted-average imputed rate of 3.3% and 3.7% as of March 3, 2016 and September 3, 2015, respectively.

⁽³⁾

Since the closing price of our common stock for at least 20 trading days in the 30 trading day period ending on December 31, 2015 exceeded 130% of the conversion price per share, holders had the right to convert their notes at any time during the calendar quarter ended March 31, 2016. The closing price of our common stock did not meet the thresholds for the calendar quarter ended March 31, 2016; therefore, these notes are not convertible by the holders after March 31, 2016. The 2033 Notes are classified as current because the terms of these notes also require us to pay cash for the principal amount of any converted notes.

2016 Debt Restructure

During the first quarter of 2016, we repurchased portions of our 2033E Notes. The liability and equity components of the repurchased notes had previously been stated separately within debt and equity in our consolidated balance sheet. As a result, our accounting for the repurchased notes affected debt and equity. The following table presents the effect of the repurchases:



	Decrease in Principal			Decrease in Carrying Value			Decrease in Cash			Decrease in Equity			Loss⁽¹⁾
Repurchases of 2033E Notes	$	(57	)	$	(54	)	$	(94	)	$	(38	)	$	(1	)


⁽¹⁾	Included in other non-operating expense.

2015 Debt Restructure

Throughout 2015, we consummated a number of transactions to restructure our debt, including conversions, settlements and repurchases of convertible notes, the issuance of non-convertible senior notes, and the early repayment of a note. The following table presents the effect of each of the actions in the first six months of 2015:



	Increase (Decrease) in Principal			Increase (Decrease) in Carrying Value			Increase (Decrease) in Cash			(Decrease) in Equity			(Loss)⁽¹⁾
Conversions and settlements	$	(120	)	$	(367	)	$	(407	)	$	(14	)	$	(22	)
Repurchases	(36		)	(30		)	(125		)	(92		)	(3		)
Issuance	1,000			988			988			—			—
Early repayment	(121		)	(115		)	(122		)	—			(5		)
	$	723		$	476		$	334		$	(106	)	$	(30	)


⁽¹⁾	Included in other non-operating expense.

•

Conversions and Settlements: Holders of substantially all of our remaining 2031B Notes with an aggregate principal amount of $114 million converted their notes in August 2014. As a result of our election to settle the conversion amounts entirely in cash, the settlement obligations became derivative debt liabilities, increasing the carrying value of the 2031B Notes by $275 million in 2014 before being settled in 2015 for an aggregate of $389 million in cash. Additionally, a holder converted $6 million principal amount of our 2033E Notes and we settled the conversion in cash for $18 million.


•	Repurchases: Repurchased $36 million in aggregate principal amount of our 2032C and 2032D Notes.


•	Issuance: Issued $1.00 billion in principal amount of 2023 Notes due August 2023.

Capital Lease Obligations

In the second quarter of 2016, we recorded capital lease obligations aggregating $424 million related to equipment sale-leaseback transactions at a weighted-average effective interest rate of 2.7%, with a weighted-average expected term of four years. In the first six months of 2016, we recorded capital lease obligations aggregating $444 million, including $424 million related to equipment sale-leaseback transactions.

Convertible Senior Notes

As of March 3, 2016, the trading price of our common stock was higher than the initial conversion prices of our 2032 Notes and our 2033 Notes. As a result, the conversion values were in excess of principal amounts for such notes. The following table summarizes our convertible notes outstanding as of March 3, 2016:



	Holder Put Date⁽¹⁾	Outstanding Principal		Underlying Shares	Conversion Price Per Share		Conversion Price Per Share Threshold⁽²⁾		Conversion Value in Excess of Principal⁽³⁾
2032C Notes	May 2019	$	224	23	$	9.63	$	12.52	$	50
2032D Notes	May 2021	177		18	9.98		12.97		32
2033E Notes	February 2018	176		16	10.93		14.21		13
2033F Notes	February 2020	297		27	10.93		14.21		24
2043G Notes⁽⁴⁾	November 2028	1,025		35	29.16		37.91		—
		$	1,899	119					$	119


⁽¹⁾	The terms of our convertible notes give holders the right to require us to repurchase all or a portion of their notes at a date prior to the contractual maturity at a price equal to the principal amount thereof plus accrued interest.

⁽²⁾

Holders have the right to convert all or a portion of their notes at a date prior to the contractual maturity if, during any calendar quarter, the closing price of our common stock for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is more than 130% of the conversion price. The closing price of our common stock exceeded the thresholds for the calendar quarter ended December 31, 2015 for our 2032 Notes and 2033 Notes; therefore, those notes were convertible by the holders through March 31, 2016. The closing price of our common stock did not meet the thresholds for the calendar quarter ended March 31, 2016; therefore, these notes are not convertible by the holders after March 31, 2016.


⁽³⁾	Based on our closing share price of $11.79 as of March 3, 2016.


⁽⁴⁾	The original principal amount of $820 million accretes up to $917 million in November 2028 and $1.03 billion at maturity in 2043.

Other Facilities

On December 1, 2015, we drew the remaining $174 million under our term loan agreement entered into on May 28, 2015. Amounts drawn are collateralized by certain property, plant, and equipment and are subject to a three-year loan with equal quarterly principal payments beginning December 2015 and accrue interest at a variable rate equal to the three-month LIBOR plus a margin not to exceed 2.2%. As of March 3, 2016, the outstanding balance was $194 million.

Maturities of Notes Payable and Future Minimum Lease Payments

The following presents, as of March 3, 2016, maturities of notes payable (including the MMJ Creditor Installment Payments) and future minimum lease payments under capital lease obligations. Maturities for the 2033 Notes are presented in 2018 and 2020 based on the earliest date that the holders can put them to us even though they were classified in our accompanying balance sheets as current, which was based on their convertibility.



	Notes Payable			Capital Lease Obligations
Remainder of 2016	$	97		$	209
2017	362			298
2018	521			251
2019	530			209
2020	711			101
2021 and thereafter	4,844			124
Unamortized amounts and interest, respectively	(546		)	(92		)
	$	6,519		$	1,100

Subsequent Event

On April 8, 2016, we initiated a syndication process with respect to a new term loan B credit facility (the "Term Loan B Credit Facility"). The new Term Loan B Credit Facility, subject to market conditions and other factors, is expected to be in the aggregate principal amount of $500 million, have a maturity of six years, be secured by a substantial portion of our assets and bear interest at a floating interest based on LIBOR plus an applicable margin. The closing of the Term Loan B Credit Facility is anticipated to be subject to, among other things, successful syndication, negotiation, execution and delivery of definitive loan documentation and various customary closing conditions. In connection with commencement of the Term Loan B Credit Facility syndication process, we indicated that we may also consider, subject to market conditions and other factors, the concurrent issuance of up to $1.00 billion in aggregate principal amount of senior secured notes.