Debt

12 Months Ended

Jul. 01, 2022

Debt Disclosure [Abstract]

Debt

Debt

Debt consisted of the following as of July 1, 2022 and July 2, 2021:

	July 1, 2022		July 2, 2021
	(in millions)
1.50% convertible notes due 2024	$	1,100	$	1,100
4.75% senior unsecured notes due 2026	2,300		2,300
Variable interest rate Term Loan A-2 maturing 2027	2,700		—
2.85% senior unsecured notes due 2029	500		—
3.10% senior unsecured notes due 2032	500		—
Variable interest rate Term Loan A-1	—		4,332
Variable interest rate Term Loan B-4	—		1,093
Total debt	7,100		8,825
Issuance costs and debt discounts	(78)		(100)
Subtotal	7,022		8,725
Less current portion of long-term debt	—		(251)
Long-term debt	$	7,022	$	8,474

On January 7, 2022, the Company entered into a restatement agreement (the “Restatement Agreement”) to amend and restate the Loan Agreement, originally dated as of April 29, 2016 (including subsequent amendments and the Restatement Agreement, collectively, the “Loan Agreement”), to provide for, among other things, (i) the issuance of a new $3.00 billion Term Loan A-2 maturing in January 2027 (the “Term Loan A-2”) to replace its previously existing Term Loan A-1; and (ii) the availability of a new $2.25 billion revolving credit facility maturing in January 2027 (the “2027 Revolving Facility”) to replace its previously existing $2.25 billion revolving credit facility and (iii) additional covenant flexibility and other modifications. The obligations under the Loan Agreement are the senior unsecured obligations of the Company and do not benefit from any collateral or subsidiary guarantees.

The Term Loan A-2 Loan bears interest, at the Company’s option, at a per annum rate equal to either (x) the Adjusted Term SOFR (as defined in the Loan Agreement) plus an applicable margin varying from 1.125% to 2.000% or (y) a base rate plus an applicable margin varying from 0.125% to 1.000%, in each case depending on the corporate family ratings of the Company from at least two of Standard & Poor’s Ratings Services (“S&P”), Moody’s Investors Service, Inc. (“Moody’s”) and Fitch Ratings, Inc. (“Fitch”), with an initial interest rate of Adjusted Term SOFR plus 1.375%. During 2022, the Company made scheduled and voluntary principal payments aggregating $300 million on its Term Loan A-2. $150 million was applied toward scheduled amortization through the quarter ending September 29, 2023 and the remainder towards the principal due at maturity. As of July 1, 2022, the remaining balance of Term Loan A-2 amortizes in quarterly installments of $38 million per quarter beginning with the quarter ending December 29, 2023; and the remaining balance payable at maturity on January 7, 2027. Issuance costs for Term Loan A-2 are amortized to interest expense over its term and unamortized costs were $7 million as of July 1, 2022.

Loans under the 2027 Revolving Facility bear interest at a per annum rate, at the Company’s option, equal to either (x) the Adjusted Term SOFR Rate (as defined in the Loan Agreement) plus an applicable margin varying from 1.125% to 2.000% or (y) a base rate plus an applicable margin varying from 0.125% to 1.000%, in each case depending on the corporate family ratings of the Company from at least two of S&P, Moody’s and Fitch, with an initial rate of Adjusted Term SOFR plus 1.375%. The Company is also required to pay an unused commitment fee on the 2027 Revolving Facility ranging from 0.120% to 0.350% based on the corporate family ratings of the Company from at least two of S&P, Moody’s and Fitch, with an initial unused commitment fee of 0.200%.

In October 2021, the Company voluntarily prepaid the remaining principal balance of its Term Loan B-4 in accordance with its terms.

In December 2021, the Company issued $500 million aggregate principal amount of 2.850% senior unsecured notes due February 1, 2029 (the “2029 Senior Unsecured Notes”) and issued $500 million aggregate principal amount of 3.100% senior unsecured notes due February 1, 2032 (the “2032 Senior Unsecured Notes”) pursuant to the terms of an indenture, dated as of December 10, 2021 (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture dated as of December 10, 2021 (the “First Supplemental Indenture”) between the Company and the Trustee. As used herein, “Indenture” means the Base Indenture, as supplemented by the First Supplemental Indenture. The Indenture contains certain restrictive covenants which are subject to a number of limitations and exceptions. Interest for both the 2029 Senior Unsecured Notes and 2032 Senior Unsecured Notes is payable on February 1 and August 1 of each year. The Company is not required to make principal payments on either the 2029 Senior Unsecured Notes or 2032 Senior Unsecured Notes prior to their maturity dates.

In accordance with the Loan Agreement, the Company is required to comply with a leverage ratio financial covenant. As of July 1, 2022, the Company was in compliance with this financial covenant.

In February 2018, the Company issued $1.10 billion aggregate principal amount of convertible senior notes due February 1, 2024 (the “2024 Convertible Notes”). The 2024 Convertible Notes bear interest at an annual rate of 1.50% with interest payable on February 1 and August 1 of each year. The Company is not required to make principal payments on the 2024 Convertible Notes prior to the maturity date.

Holders of the 2024 Convertible Notes may freely convert their 2024 Convertible Notes on or after November 1, 2023 until the close of business on the business day immediately preceding the maturity date at an initial conversion price of $121.91 per share of common stock. Prior to November 1, 2023, holders may convert their 2024 Convertible Notes based on variations in market price of the Company’s common stock in relation to the conversion price or the trading price of the 2024 Convertible Notes or upon the occurrence of specified corporate events. As of July 1, 2022, the Company is required to settle any conversion value with the principal amount of the 2024 Convertible Notes settled in cash and any excess value in cash, shares of the Company’s common stock, or a combination thereof, pursuant to the terms of an indenture, dated as of February 13, 2018 between the Company, HGST, Inc., WD Media, LLC, Western Digital (Fremont), LLC, Western Digital Technologies, Inc. and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture dated as of June 30, 2022 (the “First Supplemental Indenture”) between the Company and the Trustee. Prior to June 30, 2022, any conversion value on the 2024 Convertible Notes could be settled in cash, shares of the Company’s common stock, or a combination thereof. As of July 1, 2022, none of the conditions allowing holders of the Convertible Notes to convert had been met. Since February 5, 2021, the Company may redeem all or part of the 2024 Convertible Notes, at its option, if the market price of the Company’s stock achieves certain levels.

Through July 1, 2022, the Company had separately accounted for the liability and equity components of the 2024 Convertible Notes. The value of the liability component as of the date of issuance was recognized at the present value of its cash flows using a discount rate of 4.375%, the Company’s borrowing rate at the date of the issuance for a similar debt instrument without the conversion feature, resulting in a debt discount of $165 million, which was allocated to equity as the value of the conversion feature. The 2024 Convertible Notes debt issuance costs were approximately $18 million, of which $15 million was allocated to the debt component and $3 million was allocated to equity. The debt discount and issuance costs are amortized to interest expense over the term of the 2024 Convertible Notes. As of July 1, 2022, debt discount and issuance costs of $52 million remained unamortized. See Note 2, Recent Accounting pronouncements, for a discussion of a change in accounting that became effective July 2, 2022.

In February 2018, the Company issued $2.30 billion aggregate principal amount of senior unsecured notes due February 15, 2026 (the “2026 Senior Unsecured Notes”). The 2026 Senior Unsecured Notes bear interest at an annual rate of 4.750% with interest payable on February 15 and August 15 of each year. The Company is not required to make principal payments on the 2026 Senior Unsecured Notes prior to the maturity date. Issuance costs for the 2026 Senior Unsecured Notes are amortized to interest expense over the term of the 2026 Senior Unsecured Notes and as of July 1, 2022, issuance costs of $9 million remained unamortized.

The Loan Agreement requires the Company to comply with a maximum total funded debt to trailing twelve-month Consolidated Adjusted EBITDA ratio financial covenant. Consolidated Adjusted EBITDA is defined as net income (loss) plus interest expense, income tax expense (benefit) and depreciation and amortization, as well as other contractual adjustments as provided for in the Loan Agreement, including, for purposes of the financial covenants, an addback for certain depreciation-related payments made to the Company’s Flash Ventures. As of July 1, 2022, the Company was in compliance with these financial covenants under the Loan Agreement.

The Loan Agreement also requires the Company and its subsidiaries to comply with customary covenants that include, among others, limitations on the incurrence of additional debt, liens on property, certain asset sales, mergers, consolidations, liquidations and dissolutions. In addition, the indentures governing the Company’s 2026 Senior Unsecured Notes, 2029 Senior Unsecured Notes, 2032 Senior Unsecured Notes and the 2024 Convertible Notes each contain various restrictive covenants, which include limitations on the Company’s and its subsidiaries’ ability to, among other things, consolidate, merge or sell all or substantially all of their assets; create liens; and incur, assume or guarantee additional indebtedness.

Future Debt Payments

As of July 1, 2022, required annual future debt payments were as follows:

	Future Debt Payments
	(in millions)
Fiscal year:
2024	$	1,213
2025	150
2026	2,450
2027	2,287
2028 and thereafter	1,000
Total debt maturities	7,100
Issuance costs and debt discounts	(78)
Net carrying value	$	7,022