Quarterly report pursuant to Section 13 or 15(d)

Debt and Revolving Facility

v3.23.1
Debt and Revolving Facility
 3 Months Ended
Apr. 01, 2023
Debt Disclosure [Abstract]  
Debt and Revolving Facility Debt and Revolving Credit Facility
Debt
The Company’s total debt as of April 1, 2023 and December 31, 2022 consisted of the following:
April 1,
2023		 December 31,
2022
(In millions)
2.95% Senior Notes Due 2024 (2.95% Notes) $ 750  $ 750 
2.125% Convertible Senior Notes Due 2026 (2.125% Notes)
 —  1 
2.375% Senior Notes Due 2030 (2.375% Notes) 750  750 
3.924% Senior Notes Due 2032 (3.924% Notes)
 500  500 
4.393% Senior Notes Due 2052 (4.393% Notes)
 500  500 
Total debt (principal amount) 2,500  2,501 
Unamortized debt discount and issuance costs (33) (34)
Total long-term debt $ 2,467  $ 2,467 
Assumed Xilinx Notes
In connection with the acquisition of Xilinx, the Company assumed $1.5 billion in aggregate principal of Xilinx’s 2.95% Notes and 2.375% Notes (together, the Assumed Xilinx Notes). The Assumed Xilinx Notes are general unsecured senior obligations of the Company with semi-annual fixed interest payments due on June 1 and December 1.
3.924% Senior Notes Due 2032 and 4.393% Senior Notes Due 2052
On June 9, 2022, the Company issued $1.0 billion in aggregate principal amount of 3.924% Notes and 4.393% Notes. The 3.924% Notes and 4.393% Notes are general unsecured senior obligations of the Company. The interest is payable semi-annually on June 1 and December 1 of each year, commencing on December 1, 2022. The 3.924% and 4.393% Notes are governed by the terms of an indenture dated June 9, 2022 between the Company and US Bank Trust Company, National Association as trustee. As of April 1, 2023, the outstanding aggregate principal amount of the 3.924% Notes and 4.393% Notes was $1.0 billion.
The Company may redeem some or all of the 3.924% Notes and 4.393% Notes prior to March 1, 2032 and December 1, 2051, respectively, at a price equal to the greater of the present value of the principal amount and future interest through the maturity of the 3.924% Notes or 4.393% Notes or 100% of the principal amount plus accrued and unpaid interest. Holders have the right to require the Company to repurchase all or a portion of the 3.924% Notes or 4.393% Notes in the event that the Company undergoes a change of control as defined in the indenture, at a repurchase price of 101% of the principal amount plus accrued and unpaid interest. Additionally, an event of default may result in the acceleration of the maturity of the 3.924% Notes and 4.393% Notes.
2.125% Notes
During the three months ended April 1, 2023 and March 26, 2022, the activity on the 2.125% Notes was immaterial.
Future Debt Payment Obligations
As of April 1, 2023, the Company’s future principal debt payment obligations were as follows:
 Fiscal Year (In millions)
Remainder of 2023 $ — 
2024 750 
2025 — 
2026 — 
2027 — 
2028 and thereafter 1,750 
Total $ 2,500 
Revolving Credit Facility
The Company has $3.0 billion available under a revolving credit agreement (Revolving Credit Agreement) that expires on April 29, 2027. As of April 1, 2023, the Company had no outstanding borrowings under the Revolving Credit Agreement. Revolving loans under the Revolving Credit Agreement can be either Secure Overnight Financing Rate (SOFR) Loans or Base Rate Loans (each as defined in the Revolving Credit Agreement) at the Company's option. Each SOFR Loan will bear interest at a rate per annum equal to the applicable SOFR plus a margin between 0.625% and 1.250%. Each Base Rate Loan will bear interest equal to the Base Rate plus a margin between 0.000% and 0.250%. The Revolving Credit Agreement also contains a sustainability-linked pricing component which provides for interest rate and facility fee reductions or increases based on the Company meeting or missing targets related to environmental sustainability, specifically greenhouse gas emissions. The Revolving Credit Agreement contains customary representations and warranties, affirmative and negative covenants, and events of default applicable to the Company and its subsidiaries. As of April 1, 2023, the Company was in compliance with these covenants.
Commercial Paper
On November 3, 2022, the Company established a commercial paper program, under which the Company may issue unsecured commercial paper notes up to a maximum principal amount outstanding at any time of $3 billion with a maturity of up to 397 days from the date of issue. The commercial paper will be sold at a discount from par or, alternatively, will be sold at par and bear interest at rates that will vary based on market conditions at the time of issuance. As of April 1, 2023, the Company had no commercial paper outstanding.