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Related Parties and Related Commitments and Contingencies | 9 Months Ended
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Apr. 01, 2022
Commitments and Contingencies Disclosure [Abstract] |
Related Parties and Related Commitments and Contingencies | Related Parties and Related Commitments and Contingencies Flash Ventures The Company’s business ventures with Kioxia Corporation (“Kioxia”) consist of three separate legal entities: Flash Partners Ltd. (“Flash Partners”), Flash Alliance Ltd. (“Flash Alliance”), and Flash Forward Ltd. (“Flash Forward”), collectively referred to as “Flash Ventures”. The following table presents the notes receivable from, and equity investments in, Flash Ventures as of April 1, 2022 and July 2, 2021:
| April 1, 2022 |  | July 2, 2021
| (in millions)
Notes receivable, Flash Partners | $ | 51 |  |  | $ | 191 |
Notes receivable, Flash Alliance | 130 |  |  | 213 |
Notes receivable, Flash Forward | 666 |  |  | 561 |
Investment in Flash Partners | 182 |  |  | 199 |
Investment in Flash Alliance | 266 |  |  | 293 |
Investment in Flash Forward | 122 |  |  | 129 |
Total notes receivable and investments in Flash Ventures | $ | 1,417 |  |  | $ | 1,586 |
During the three and nine months ended April 1, 2022 and during the three and nine months ended April 2, 2021, the Company made net payments to Flash Ventures of $1.1 billion and $3.4 billion, and $1.1 billion and $3.3 billion, respectively, for purchased flash-based memory wafers and net loans. The Company makes, or will make, loans to Flash Ventures to fund equipment investments for new process technologies and additional wafer capacity. The Company aggregates its Flash Ventures’ notes receivable into one class of financing receivables due to the similar ownership interest and common structure in each Flash Venture entity. For all reporting periods presented, no loans were past due and no loan impairments were recorded. The Company’s notes receivable from each Flash Ventures entity, denominated in Japanese yen, are secured by equipment owned by that Flash Ventures entity. As of April 1, 2022 and July 2, 2021, the Company had Accounts payable balances due to Flash Ventures of $396 million and $398 million, respectively. The Company’s maximum reasonably estimable loss exposure (excluding lost profits) as a result of its involvement with Flash Ventures, based upon the Japanese yen to U.S. dollar exchange rate at April 1, 2022, is presented below. Investments in Flash Ventures are denominated in Japanese yen, and the maximum estimable loss exposure excludes any cumulative translation adjustment due to revaluation from the Japanese yen to the U.S. dollar.
| April 1, 2022
| (in millions)
Notes receivable | $ | 847 |
Equity investments | 570 |
Operating lease guarantees | 1,897 |
Inventory and prepayments | 983 |
Maximum estimable loss exposure | $ | 4,297 |
The Company is obligated to pay for variable costs incurred in producing its share of Flash Ventures’ flash-based memory wafer supply, based on its three-month forecast, which generally equals 50% of Flash Ventures’ output. In addition, the Company is obligated to pay for half of Flash Ventures’ fixed costs regardless of the output the Company chooses to purchase. The Company is not able to estimate its total wafer purchase commitment obligation beyond its rolling three-month purchase commitment because the price is determined by reference to the future cost of producing the semiconductor wafers. In addition, the Company is committed to fund 49.9% to 50.0% of each Flash Ventures entity’s capital investments to the extent that each Flash Ventures entity’s operating cash flow is insufficient to fund these investments. In January 2022, the Company entered into additional agreements regarding Flash Ventures’ investment in a new wafer fabrication facility currently under construction in Yokkaichi, Japan, referred to as “Y7”. The primary purpose of Y7 is to provide clean room space to continue the transition of existing flash-based wafer capacity to newer flash technology nodes. The Company is committed to pay, among other items, future building depreciation prepayments of $482 million as follows: $142 million in fiscal year 2022, $314 million in fiscal year 2023 and $26 million in fiscal year 2024, to be credited against future wafer charges. In June 2019, an unexpected power outage incident occurred at the flash-based memory manufacturing facilities operated in Yokkaichi, Japan. The power outage incident impacted the facilities and process tools and resulted in damage to flash wafers in production and a reduction in the Company’s flash wafer availability. During the three and nine months ended April 1, 2022, the Company recovered $7 million related to this incident from insurance carriers. During the three and nine months ended April 2, 2021, the Company recovered $45 million and $75 million, respectively, related to this incident from insurance carriers. Recoveries related to the incident were recorded in Cost of revenue. In February 2022, contamination of certain material used in manufacturing processes occurred at both the Yokkaichi and Kitakami, Japan fabrication facilities, resulting in damage to inventory units in production, a temporary disruption to production operations and a reduction in the Company’s flash wafer availability. During the three and nine months ended April 1, 2022, the Company incurred charges of $203 million related to this contamination incident that were recorded in Cost of revenue, which primarily consisted of scrapped inventory and rework costs, decontamination and other costs needed to restore the facilities to normal capacity, and under absorption of overhead costs. The Company is evaluating potential options for recovery. Inventory Purchase Commitments with Flash Ventures. Purchase orders placed under Flash Ventures for up to three months are binding and cannot be canceled. Research and Development Activities. The Company participates in common research and development (“R&D”) activities with Kioxia and is contractually committed to a minimum funding level. R&D commitments are immaterial to the Condensed Consolidated Financial Statements. Off-Balance Sheet Liabilities Flash Ventures sells to and leases back from a consortium of financial institutions a portion of its tools and has entered into equipment lease agreements of which the Company guarantees half or all of the outstanding obligations under each lease agreement. The lease agreements are subject to customary covenants and cancellation events related to Flash Ventures and each of the guarantors. The occurrence of a cancellation event could result in an acceleration of Flash Ventures’ obligations and a call on the Company’s guarantees. The following table presents the Company’s portion of the remaining guarantee obligations under the Flash Ventures’ lease facilities in both Japanese yen and U.S. dollar-equivalent, based upon the Japanese yen to U.S. dollar exchange rate as of April 1, 2022.
| Lease Amounts
| (Japanese yen, in billions) |  | (U.S. dollar, in millions)
Total guarantee obligations | ¥ | 223 |  |  | $ | 1,897 |
The following table details the breakdown of the Company’s remaining guarantee obligations between the principal amortization and the purchase option exercise price at the end of the term of the Flash Ventures lease agreements, in annual installments as of April 1, 2022 in U.S. dollars, based upon the Japanese yen to U.S. dollar exchange rate as of April 1, 2022:
Annual Installments |  | Payment of Principal Amortization |  | Purchase Option Exercise Price at Final Lease Terms |  | Guarantee Amount
|  | (in millions)
Remaining three months of 2022 |  | $ | 150 |  |  | $ | — |  |  | $ | 150 |
2023 |  | 516 |  |  | 59 |  |  | 575 |
2024 |  | 369 |  |  | 106 |  |  | 475 |
2025 |  | 181 |  |  | 97 |  |  | 278 |
2026 |  | 153 |  |  | 146 |  |  | 299 |
Thereafter |  | 27 |  |  | 93 |  |  | 120 |
Total guarantee obligations |  | $ | 1,396 |  |  | $ | 501 |  |  | $ | 1,897 |
The Company and Kioxia have agreed to mutually contribute to, and indemnify each other and Flash Ventures for, environmental remediation costs or liability resulting from Flash Ventures’ manufacturing operations in certain circumstances. The Company has not made any indemnification payments, nor recorded any indemnification receivables, under any such agreements. As of April 1, 2022, no amounts have been accrued in the Condensed Consolidated Financial Statements with respect to these indemnification agreements. Unis Venture The Company has a joint venture with Unisplendour Corporation Limited and Unissoft (Wuxi) Group Co. Ltd. (“Unis”), referred to as the “Unis Venture”, to market and sell the Company’s products in China and to develop data storage systems for the Chinese market in the future. The Unis Venture is 49% owned by the Company and 51% owned by Unis. The Company accounts for its investment in the Unis Venture under the equity method of accounting. Revenue on products distributed by the Unis Venture is recognized upon sell through to third-party customers. For both the three and nine months ended April 1, 2022, the Company recognized approximately 5% of its consolidated revenue on products distributed by the Unis Venture. For both the three and nine months ended April 2, 2021, the Company recognized approximately 3% of its consolidated revenue on products distributed by the Unis Venture. The outstanding accounts receivable due from the Unis Venture were 6% and 5% of Accounts receivable, net for April 1, 2022 and July 2, 2021, respectively.

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