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LONG-TERM DEBT AND OTHER BORROWINGS
3 Months Ended
Sep. 27, 2020
Debt Disclosure [Abstract]  
LONG-TERM DEBT AND OTHER BORROWINGS LONG-TERM DEBT AND OTHER BORROWINGS
As of September 27, 2020, and June 28, 2020, the Company’s outstanding debt consisted of the following:
September 27, 2020June 28, 2020
Amount
(in thousands)
Effective Interest RateAmount
(in thousands)
Effective Interest Rate
Fixed-rate 2.80% Senior Notes Due June 15, 2021 ("2021 Notes")
800,000 2.95 %800,000 2.95 %
Fixed-rate 3.80% Senior Notes Due March 15, 2025 ("2025 Notes")
500,000 3.87 %500,000 3.87 %
Fixed-rate 3.75% Senior Notes Due March 15, 2026 ("2026 Notes")
750,000 3.86 %750,000 3.86 %
Fixed-rate 4.00% Senior Notes Due March 15, 2029 ("2029 Notes")
1,000,000 4.09 %1,000,000 4.09 %
Fixed-rate 1.90% Senior Note Due June 15, 2030 ("2030 Notes")
750,000 2.01 %750,000 2.01 %
Fixed-rate 2.625% Convertible Notes Due May 15, 2041 ("2041 Notes")
30,361 
(1)
4.28 %48,460 
(1)
4.28 %
Fixed-rate 4.875% Senior Notes Due March 15, 2049 ("2049 Notes")
750,000 4.93 %750,000 4.93 %
Fixed-rate 2.875% Senior Note Due June 15, 2050 ("2050 Notes")
750,000 2.93 %750,000 2.93 %
Fixed-rate 3.125% Senior Note Due June 15, 2060 ("2060 Notes")
500,000 3.18 %500,000 3.18 %
Total debt outstanding, at par5,830,361 5,848,460 
Unamortized discount(47,451)(53,086)
Fair value adjustment - interest rate contracts7,959 
(2)
8,405 
(2)
Unamortized bond issuance costs(8,085)(8,301)
Total debt outstanding, at carrying value$5,782,784 $5,795,478 
Reported as:
Current portion of long-term debt$823,051 $836,107 
Long-term debt4,959,733 4,959,371 
Total debt outstanding, at carrying value$5,782,784 $5,795,478 
____________________________
(1) As of the report date, these notes were convertible at the option of the bondholder. This is a result of the following condition being met: the market value of the Company’s Common Stock was greater than 130% of the convertible notes conversion price for 20 or more of the 30 consecutive trading days preceding the quarter-end. As a result, the 2041 Notes were classified in current liabilities and a portion of the equity component, associated with the convertible notes representing the unamortized discount, was classified in temporary equity on the Company’s Condensed Consolidated Balance Sheets. Upon closure of the conversion period, the notes not converted will be reclassified back into noncurrent liabilities and the temporary equity will be reclassified into permanent equity.
(2) This amount represents a cumulative fair market gain for discontinued hedging relationships, net of an immaterial amount of amortization as of the periods presented.
Convertible Senior Notes
In June 2012, with the acquisition of Novellus Systems, Inc., the Company assumed $700 million in aggregate principal amount of 2.625% Convertible Senior Notes due May 15, 2041. The Company pays cash interest at an annual rate of 2.625%, on a semi-annual basis on May 15 and November 15 of each year. The 2041 Notes also have a contingent interest payment provision that may require the Company to pay additional interest, up to 0.60% per year, based on certain thresholds, beginning with the semi-annual interest payment on May 15, 2021, and upon the occurrence of certain events, as outlined in the indenture governing the 2041 Notes.
The Company separately accounts for the liability and equity components of the 2041 Notes. The initial debt components of the 2041 Notes were valued based on the present value of the future cash flows using the Company’s borrowing rate at the date of the issuance or assumption for similar debt instruments without the conversion feature, which equals the effective interest rate on the liability component disclosed in the table above, respectively. The equity component was initially valued equal to the principal value of the notes, less the present value of the future cash flows using the Company’s borrowing rate at the date of the issuance or assumption for similar debt instruments without a conversion feature, which equated to the initial debt discount.
The 2041 Notes may be redeemed by the Company on or after May 21, 2021 at a price equal to outstanding principal plus accrued and unpaid interest if the last reported sales price of common shares has been equal to or more than 150% of the then applicable conversion price for at least 20 trading days during the 30 consecutive trading days prior to the redemption notice date.
Under certain circumstances, the 2041 Notes may be converted into shares of the Company’s Common Stock. The number of shares each debenture is convertible into is based on conversion rates, disclosed in the table below. The principal value of the 2041 Note conversions in the three months ended September 27, 2020, was approximately $18.1 million. During the quarter ended September 27, 2020 and in the subsequent period through October 27, 2020, the Company received notice of conversion for an additional $1.5 million principal value of 2041 Notes, which will settle in the quarter ending December 27, 2020. As a result of the cumulative conversions, as of September 27, 2020, $30.4 million of the 2041 notes remain outstanding.
Selected additional information regarding the 2041 Notes outstanding as of September 27, 2020, and June 28, 2020, is as follows:
September 27,
2020
June 28,
2020
2041 Notes2041 Notes
(in thousands, except years, percentages, conversion rate, and conversion price)
Carrying amount of permanent equity component, net of tax$161,531 $161,467 
Carrying amount of temporary equity component, net of tax$6,307 $10,995 
Remaining amortization period (years)20.620.9
Fair Value of Notes (Level 2)$315,182 
Conversion rate (shares of common stock per $1,000 principal amount of notes)
31.5206
Conversion price (per share of common stock)$31.73 
If-converted value in excess of par value$285,706 
Estimated share dilution using average quarterly stock price $344.03 per share
869 
Senior Notes
On May 5, 2020, the company completed a public offering of $750 million aggregate principal amount of the Company’s Senior Notes due June 15, 2030 (the “2030 Notes”), $750 million aggregate principal amount of the Company’s Senior Notes due June 15, 2050 (the “2050 Notes”), and $500 million aggregate principal amount of the Company’s Senior Notes due June 15, 2060 (the “2060 Notes”). The Company will pay interest at an annual rate of 1.90%, 2.875%, and 3.125%, on the 2030, 2050, and 2060 Notes, respectively, on a semi-annual basis on June 15 and December 15 of each year beginning December 15, 2020.
On March 4, 2019, the company completed a public offering of $750 million aggregate principal amount of the Company’s Senior Notes due March 15, 2026 (the “2026 Notes”), $1.0 billion aggregate principal amount of the Company’s Senior Notes due March 15, 2029 (the “2029 Notes”), and $750 million aggregate principal amount of the Company’s Senior Notes due March 15, 2049 (the “2049 Notes”). The Company pays interest at an annual rate of 3.75%, 4.00%, and 4.875%, on the 2026, 2029, and 2049 Notes, respectively, on a semi-annual basis on March 15 and September 15 of each year.
On March 12, 2015, the Company completed a public offering of $500 million aggregate principal amount of the Company’s Senior Notes due March 15, 2025 (the “2025 Notes”). The Company pays interest at an annual rate of 3.80% on the 2025 Notes on a semi-annual basis on March 15 and September 15 of each year.
On June 7, 2016, the Company completed a public offering of $800 million aggregate principal amount of Senior Notes due June 2021 (the “2021 Notes”). The Company pays interest at an annual rate of 2.80% on the 2021 Notes on a semi-annual basis on June 15 and December 15 of each year.
The Company may redeem the 2021, 2025, 2026, 2029, 2030, 2049, 2050, and 2060 Notes (collectively the “Senior Notes”) at a redemption price equal to 100% of the principal amount of such series (“par”), plus a “make whole” premium as described in the indenture in respect to the Senior Notes and accrued and unpaid interest before May 15, 2021 for the 2021 Notes, before December 15, 2024 for the 2025 Notes, before January 15, 2026 for the 2026 Notes, before December 15, 2028 for the 2029 Notes, before March 15, 2030 for the 2030 Notes, before September 15, 2048 for the 2049 Notes, before December 15, 2049 for the 2050 Notes, and before December 15, 2059 for the 2060 Notes. The Company may redeem the Senior Notes at par, plus accrued and unpaid interest at any time on or after May 15, 2021 for the 2021 Notes, on or after December 24, 2024 for the 2025 Notes, on or after January 15, 2026 for the 2026 Notes, on or after December 15, 2028 for the 2029 Notes, on or after March 15, 2030 for the 2030 Notes, on or after September 15, 2048 for the 2049 Notes, on or after December 15, 2049 for the 2050 Notes, and on or after December 15, 2059 for the 2060 Notes. In addition, upon the occurrence of certain events, as described in the indenture, the Company will be required to make an offer to repurchase the Senior Notes at a price equal to 101% of the principal amount of the respective note, plus accrued and unpaid interest.
Selected additional information regarding the Senior Notes outstanding as of September 27, 2020, is as follows: 
Remaining Amortization periodFair Value of Notes (Level 2)
(years)(in thousands)
2021 Notes0.7$811,752 
2025 Notes4.5$562,955 
2026 Notes5.5$860,393 
2029 Notes8.5$1,197,500 
2030 Notes9.7$775,058 
2049 Notes28.5$1,065,315 
2050 Notes29.7$782,858 
2060 Notes39.7$545,435 
Revolving Credit Facility
On March 12, 2014, the Company established an unsecured Credit Agreement. This agreement was amended on November 10, 2015 (the “Amended and Restated Credit Agreement”), October 13, 2017 (the “2nd Amendment”), and February 25, 2019 (the “3rd Amendment”). Under the Amended and Restated Credit Agreement (as amended by the 2nd and 3rd Amendment), the Company has a revolving credit facility of $1.25 billion with a syndicate of lenders with an expansion option that will allow the Company, subject to certain requirements, to request an increase in the facility of up to an additional $600.0 million, for a potential total commitment of $1.85 billion. The facility matures on October 13, 2022.
Interest on amounts borrowed under the credit facility is, at the Company’s option, based on (1) a base rate, defined as the greatest of (a) prime rate, (b) Federal Funds rate plus 0.5%, or (c) one-month LIBOR plus 1.0%, plus a spread of 0.0% to 0.5%, or (2) LIBOR multiplied by the statutory rate, plus a spread of 0.9% to 1.5%, in each case as the applicable spread is determined based on the rating of the Company’s non-credit enhanced, senior unsecured long-term debt. Principal and any accrued and unpaid interest is due and payable upon maturity. Additionally, the Company will pay the lenders a quarterly commitment fee that varies based on the Company’s credit rating. The Amended and Restated Credit Agreement contains affirmative covenants, negative covenants, financial covenants and events of default. As of September 27, 2020, the Company had no borrowings outstanding under the credit facility and was in compliance with all financial covenants.
Commercial Paper Program
On November 13, 2017, the Company established a commercial paper program (“the CP Program”) under which the Company may issue unsecured commercial paper notes on a private placement basis up to a maximum aggregate principal amount of $1.25 billion. The net proceeds from the CP Program will be used for general corporate purposes, including repurchases of the Company’s Common Stock from time to time under the Company’s stock repurchase program. Amounts available under the CP Program may be re-borrowed. The CP Program is backstopped by the Company’s Revolving Credit Arrangement. As of September 27, 2020 and June 28, 2020, the Company had no outstanding borrowings under the CP Program.
Interest Cost
The following table presents the amount of interest cost recognized relating to both the contractual interest coupon and amortization of the debt discount, issuance costs, and effective portion of interest rate contracts with respect to the Senior Notes, convertible notes, commercial paper, and the revolving credit facility during the three months ended September 27, 2020 and September 29, 2019.
Three Months Ended
September 27,
2020
September 29,
2019
(in thousands)
Contractual interest coupon$49,571 $41,122 
Amortization of interest discount1,012 1,235 
Amortization of issuance costs411 414 
Effect of interest rate contracts, net506 675 
Total interest cost recognized$51,500 $43,446