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Debt
3 Months Ended
Dec. 01, 2022
Debt Disclosure [Abstract]  
Debt
Debt
December 1, 2022September 1, 2022
Net Carrying AmountNet Carrying Amount
As ofStated RateEffective RateCurrentLong-TermTotalCurrentLong-TermTotal
2024 Term Loan A4.720 %4.76 %$— $1,187 $1,187 $— $1,187 $1,187 
2025 Term Loan A5.436 %5.57 %— 925 925 — — — 
2026 Term Loan A5.561 %5.70 %28 717 745 — — — 
2027 Term Loan A5.686 %5.82 %34 890 924 — — — 
2026 Notes
4.975 %5.07 %— 499 499 — 498 498 
2027 Notes(1)
4.185 %4.27 %— 796 796 — 806 806 
2029 A Notes5.327 %5.40 %— 697 697 — 697 697 
2029 B Notes6.750 %6.89 %— 744 744 — — — 
2030 Notes
4.663 %4.73 %— 846 846 — 846 846 
2032 Green Bonds2.703 %2.77 %— 995 995 — 994 994 
2041 Notes3.366 %3.41 %— 497 497 — 496 496 
2051 Notes3.477 %3.52 %— 496 496 — 496 496 
Finance lease obligations
N/A2.67 %109 805 914 103 783 886 
 
$171 $10,094 $10,265 $103 $6,803 $6,906 
(1) In 2021, we entered into fixed-to-floating interest rate swaps on the 2027 Notes with an aggregate $900 million notional amount equal to the principal amount of the 2027 Notes. The resulting variable interest paid is at a rate equal to SOFR plus approximately 3.33%. The fixed-to-floating interest rate swaps are accounted for as fair value hedges, as a result, the carrying values of our 2027 Notes reflect adjustments in fair value.

Debt Activity

The table below presents the effects of debt financing activities in the first quarter of 2023.
Increase in PrincipalIncrease in Carrying ValueIncrease in Cash
2025 Term Loan A$927 $925 $925 
2026 Term Loan A746 745 745 
2027 Term Loan A927 924 924 
2029 B Notes750 744 744 
$3,350 $3,338 $3,338 

Term Loan Agreement

On November 3, 2022, we entered into a term loan agreement consisting of three tranches and borrowed $2.60 billion in aggregate principal amount, including $927 million due November 3, 2025; $746 million due November 3, 2026; and $927 million due November 3, 2027 (the “Term Loan Agreement”). We incurred aggregate fees of $6 million in connection with these borrowings. The 2026 Term Loan A and 2027 Term Loan A each require equal quarterly installment payments in an amount equal to 1.25% of the original principal amount. The 2025 Term Loan A does not require quarterly installment payments. Borrowings under the Term Loan Agreement will generally bear interest at adjusted term SOFR plus an applicable interest rate margin ranging from 1.00% to 2.00%, varying by tranche and depending on our corporate credit ratings.

The Term Loan Agreement requires us to maintain, on a consolidated basis, a leverage ratio of total indebtedness to adjusted EBITDA, as defined in the Term Loan Agreement and calculated as of the last day of each fiscal quarter, not to exceed 3.25 to 1.00, subject to a temporary four fiscal quarter increase in such maximum ratio to 3.75 to 1.00 following certain material acquisitions. Our obligations under the Term Loan Agreement are unsecured.
2029 B Notes

On October 31, 2022, we issued $750 million principal amount of senior unsecured 2029 B Notes in a public offering. The 2029 B Notes bear interest at a rate of 6.750% per year and will mature on November 1, 2029. Issuance costs and debt discount for these notes were $6 million. We may redeem the 2029 B Notes, in whole or in part, at our option prior to their maturity date at a redemption price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) the present value of the remaining scheduled payments of principal and interest, plus accrued interest in each case. We may also redeem the 2029 B Notes, in whole or in part, at a price equal to par two months prior to maturity in accordance with the terms of the 2029 B Notes.

The 2029 B Notes contain covenants that, among other things, limit, in certain circumstances, our ability and/or the ability of our restricted subsidiaries (which are generally domestic subsidiaries in which we own at least 80% of the voting stock and which own principal property, as defined in the indenture governing such notes) to (1) create or incur certain liens; (2) enter into certain sale and lease-back transactions; and (3) consolidate with or merge with or into, or convey, transfer, or lease all or substantially all of our properties and assets, to another entity. These covenants are subject to a number of limitations and exceptions. Additionally, if a change of control triggering event occurs, as defined in the indenture governing our 2029 B Notes, we will be required to offer to purchase such notes at 101% of the outstanding aggregate principal amount plus accrued interest up to the purchase date.

Revolving Credit Facility

As of December 1, 2022, $2.50 billion was available to us under the Revolving Credit Facility and no amounts were outstanding. Any amounts outstanding under the Revolving Credit Facility would mature in May 2026 and amounts borrowed may be prepaid any time without penalty. Any amounts drawn under the Revolving Credit Facility would generally bear interest at a rate equal to LIBOR plus 1.00% to 1.75%, depending on our corporate credit ratings. The credit facility agreement provides for a transition to SOFR or other alternate benchmark rate upon the retirement of LIBOR in 2023.

Maturities of Notes Payable

As of December 1, 2022, maturities of notes payable by fiscal year were as follows:
Remainder of 2023$42 
202484 
20251,271 
20261,510 
20271,562 
2028 and thereafter5,019 
Unamortized discounts(36)
Hedge accounting fair value adjustment(101)
$9,351