Borrowings

12 Months Ended

Jun. 30, 2026

Debt Disclosure [Abstract]

Borrowings

BORROWINGS

Public Debt - Senior Notes Issued

The Company has issued senior notes (the “Notes”) under an Indenture, dated as of January 25, 2019, by and between the Company and The Bank of New York Mellon, as Trustee (the “2019 Indenture”). The Notes are direct unsecured obligations of the Company and rank pari passu with all other senior indebtedness of the Company, including the indebtedness under the Revolving Credit Agreement described below. Redemption may occur, at the option of the holders, at 101% of the principal amount plus an accrued interest amount in certain circumstances where a change of control is deemed to have occurred. The Notes are subject to certain covenants, which, among other things, limit the Company’s ability and the ability of the Company’s subsidiaries, to create liens and engage in merger, sale or consolidation transactions. The 2019 Indenture does not contain any financial maintenance covenants.

The following table summarizes the Company’s senior notes, net of repayments:

	Outstanding as of June 30,
	2026		2025
	(in millions)
Public debt
4.709% senior notes due 2029	$	2,000	$	2,000
3.500% senior notes due 2030	600		600
6.500% senior notes due 2033	1,250		1,250
5.476% senior notes due 2039	1,250		1,250
5.576% senior notes due 2049	1,550		1,550
Total public debt	6,650		6,650
Less: unamortized discount and debt issuance costs	(44)		(48)
Total borrowings	$	6,606	$	6,602

Revolving Credit Agreement

On June 14, 2023, the Company entered into a five-year credit agreement (the “Revolving Credit Agreement”) among the Company, as Borrower, the initial lenders named therein, the initial issuing banks named therein, Citibank, N.A., as Administrative Agent, Deutsche Bank Securities Inc. and Goldman Sachs Bank USA, as Co-Syndication Agents and JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding Inc., as Co-Documentation Agents. The Company entered into the Revolving Credit Agreement in anticipation of the transition away from the London Interbank Offered Rate (“LIBOR”) as a result of reference rate reform and to replace the Company’s previous unsecured revolving credit facility.

The Revolving Credit Agreement provides for a $1.0 billion unsecured revolving credit facility with a sub-limit of $150 million available for the issuance of letters of credit and a maturity date of June 2028. Under the Revolving Credit Agreement, the Company may request an increase in the amount of the credit facility commitments up to a maximum facility amount of $1.75 billion and the Company may request that the maturity date be extended for up to two additional one-year periods. The material terms of the Revolving Credit Agreement include the requirement that the Company maintain specific leverage ratios and limitations on indebtedness. The interest rates and fees under the Revolving Credit Agreement are based on the Company’s long-term senior unsecured non-credit enhanced debt ratings. Given the current credit ratings, the interest rate on borrowings under the Revolving Credit Agreement would be the forward-looking term rate based on the Secured Overnight Financing Rate (“SOFR”) plus 1.125% and the facility fee is 0.125%. As of June 30, 2026, there were no borrowings outstanding under the Revolving Credit Agreement.

Term Loan Agreement

On June 30, 2026, in connection with the Merger Agreement, the Company entered into a term loan agreement (the “Term Loan Agreement”), among the Company, as Borrower, the initial lenders named therein, and Morgan Stanley Senior Funding, Inc., as administrative agent.

The Term Loan Agreement provides that the lenders party thereto are committed to provide, contingent on the consummation of the Roku Transaction and certain other customary conditions, a $1.0 billion senior unsecured term loan facility (referred to as the Term Loan Facility). Subject to certain conditions, the Company has the ability to incur up to $1.0 billion of additional term loans under the facility. Borrowings under the Term Loan Facility will be used to fund the cash portion of the Merger consideration. The facility matures on the date that is two years after the closing of the Roku Transaction and the Term Loan Facility is funded. The material terms of the Term Loan Agreement include the requirement that the Company maintain specific leverage ratios and limitations on indebtedness. The interest rates and fees under the Term Loan Agreement are based on the Company’s long-term senior unsecured non-credit enhanced debt ratings. Given the current credit ratings, the interest rate on borrowings under the Term Loan Agreement would be the forward-looking term rate based on SOFR plus 1.250% and the unused commitment fee is 0.125%. As of June 30, 2026, there were no borrowings outstanding under the Term Loan Agreement.