Separate Financial Information of Guarantor Subsidiaries | Separate Financial Information of Guarantor Subsidiaries The Company’s 10.500% senior unsecured notes due 2024 (“ Unsecured Notes ”) are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, subject to certain customary guarantor release conditions, by the WD Guarantors (or the “Guarantor Subsidiaries”). The guarantee by a Guarantor Subsidiary will be released in the event of (i) the designation of a Guarantor Subsidiary as an unrestricted subsidiary under the indenture governing the Unsecured Notes , (ii) the release of a Guarantor Subsidiary from its guarantee of indebtedness under the Credit Agreement or other indebtedness that would have required the Guarantor Subsidiary to guarantee the Unsecured Notes , (iii) the sale, issuance or other disposition of capital stock of a Guarantor Subsidiary such that it is no longer a restricted subsidiary under the indenture governing the Unsecured Notes , (iv) the sale of all or substantially all of a Guarantor Subsidiary’s assets, (v) the Company’s exercise of its defeasance options under the indenture governing the Unsecured Notes , (vi) the dissolution or liquidation of a Guarantor Subsidiary or (vii) the sale of all the equity interest in a Guarantor Subsidiary. The Company’s other domestic subsidiaries and its foreign subsidiaries (collectively, the “Non-Guarantor Subsidiaries”) do not guarantee the Unsecured Notes . The following condensed consolidating financial information reflects the summarized financial information of Western Digital Corporation (“Parent”), the Guarantor Subsidiaries on a combined basis, and the Non-Guarantor Subsidiaries on a combined basis. Condensed Consolidating Balance Sheet As of December 29, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) ASSETS Current assets: Cash and cash equivalents $ 22 $ 1,187 $ 5,063 $ — $ 6,272 Short-term investments — — 23 — 23 Accounts receivable, net — 1,207 845 — 2,052 Intercompany receivables 1,760 3,670 1,997 (7,427 ) — Inventories — 1,076 1,481 (276 ) 2,281 Other current assets 5 181 264 35 485 Total current assets 1,787 7,321 9,673 (7,668 ) 11,113 Property, plant and equipment, net — 1,100 1,954 — 3,054 Notes receivable and investments in Flash Ventures — — 1,845 — 1,845 Goodwill — 387 9,689 — 10,076 Other intangible assets, net — 44 3,186 — 3,230 Investments in consolidated subsidiaries 19,030 18,314 — (37,344 ) — Loans due from consolidated affiliates 3,306 16 — (3,322 ) — Other non-current assets 51 612 461 (602 ) 522 Total assets $ 24,174 $ 27,794 $ 26,808 $ (48,936 ) $ 29,840 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ — $ 227 $ 1,694 $ — $ 1,921 Accounts payable to related parties — — 250 — 250 Intercompany payables 609 4,500 2,318 (7,427 ) — Accrued expenses 273 457 426 35 1,191 Accrued compensation — 340 183 — 523 Accrued warranty — 5 189 — 194 Current portion of long-term debt 274 — — — 274 Total current liabilities 1,156 5,529 5,060 (7,392 ) 4,353 Long-term debt 11,746 — 31 — 11,777 Loans due to consolidated affiliates — 492 2,830 (3,322 ) — Other liabilities — 2,523 517 (602 ) 2,438 Total liabilities 12,902 8,544 8,438 (11,316 ) 18,568 Total shareholders’ equity 11,272 19,250 18,370 (37,620 ) 11,272 Total liabilities and shareholders’ equity $ 24,174 $ 27,794 $ 26,808 $ (48,936 ) $ 29,840 Condensed Consolidating Balance Sheet As of June 30, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) ASSETS Current assets: Cash and cash equivalents $ 18 $ 1,212 $ 5,124 $ — $ 6,354 Short-term investments — — 24 — 24 Accounts receivable, net — 1,247 701 — 1,948 Intercompany receivables 1,225 2,528 622 (4,375 ) — Inventories — 1,133 1,494 (286 ) 2,341 Other current assets 4 158 221 6 389 Total current assets 1,247 6,278 8,186 (4,655 ) 11,056 Property, plant and equipment, net — 1,124 1,909 — 3,033 Notes receivable and investments in Flash Ventures — — 1,340 — 1,340 Goodwill — 331 9,683 — 10,014 Other intangible assets, net — 11 3,812 — 3,823 Investments in consolidated subsidiaries 19,082 17,588 — (36,670 ) — Loans due from consolidated affiliates 4,700 16 — (4,716 ) — Other non-current assets 51 723 419 (599 ) 594 Total assets $ 25,080 $ 26,071 $ 25,349 $ (46,640 ) $ 29,860 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ — $ 257 $ 1,887 $ — $ 2,144 Accounts payable to Flash Ventures — — 206 — 206 Intercompany payables 270 4,039 66 (4,375 ) — Accrued expenses 270 360 439 — 1,069 Accrued compensation — 313 193 — 506 Accrued warranty — 4 182 — 186 Current portion of long-term debt 233 — — — 233 Total current liabilities 773 4,973 2,973 (4,375 ) 4,344 Long-term debt 12,889 — 29 — 12,918 Loans due to consolidated affiliates — 546 4,170 (4,716 ) — Other liabilities — 1,243 530 (593 ) 1,180 Total liabilities 13,662 6,762 7,702 (9,684 ) 18,442 Total shareholders’ equity 11,418 19,309 17,647 (36,956 ) 11,418 Total liabilities and shareholders’ equity $ 25,080 $ 26,071 $ 25,349 $ (46,640 ) $ 29,860 Condensed Consolidating Statement of Operations For the three months ended December 29, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) Revenue, net $ — $ 3,764 $ 5,173 $ (3,601 ) $ 5,336 Cost of revenue — 3,256 3,703 (3,636 ) 3,323 Gross profit — 508 1,470 35 2,013 Operating expenses: Research and development — 400 229 — 629 Selling, general and administrative 1 276 104 — 381 Intercompany operating expense (income) — (430 ) 430 — — Employee termination, asset impairment, and other charges — 10 38 — 48 Total operating expenses 1 256 801 — 1,058 Operating income (loss) (1 ) 252 669 35 955 Interest and other income (expense): Interest income 66 2 12 (66 ) 14 Interest expense (197 ) (4 ) (62 ) 66 (197 ) Other income (expense), net — (4 ) 6 — 2 Total interest and other expense, net (131 ) (6 ) (44 ) — (181 ) Income (loss) before taxes (132 ) 246 625 35 774 Equity in earnings from subsidiaries (725 ) 593 — 132 — Income tax expense (benefit) (34 ) 1,601 30 — 1,597 Net income (loss) $ (823 ) $ (762 ) $ 595 $ 167 $ (823 ) Condensed Consolidating Statement of Operations For the six months ended December 29, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) Revenue, net $ — $ 7,474 $ 10,254 $ (7,211 ) $ 10,517 Cost of revenue — 6,456 7,350 (7,215 ) 6,591 Gross profit — 1,018 2,904 4 3,926 Operating expenses: Research and development — 781 440 — 1,221 Selling, general and administrative 3 534 208 — 745 Intercompany operating expense (income) — (830 ) 830 — — Employee termination, asset impairment, and other charges — 21 79 — 100 Total operating expenses 3 506 1,557 — 2,066 Operating income (loss) (3 ) 512 1,347 4 1,860 Interest and other income (expense): Interest income 147 4 26 (147 ) 30 Interest expense (401 ) (10 ) (138 ) 147 (402 ) Other income (expense), net (8 ) 7 (3 ) — (4 ) Total interest and other income (expense), net (262 ) 1 (115 ) — (376 ) Income (loss) before taxes (265 ) 513 1,232 4 1,484 Equity in earnings from subsidiaries 32 1,185 — (1,217 ) — Income tax expense (benefit) (91 ) 1,655 62 — 1,626 Net income (loss) $ (142 ) $ 43 $ 1,170 $ (1,213 ) $ (142 ) Condensed Consolidating Statement of Operations For the three months ended December 30, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) Revenue, net $ — $ 3,786 $ 4,245 $ (3,143 ) $ 4,888 Cost of revenue — 3,085 3,495 (3,225 ) 3,355 Gross profit — 701 750 82 1,533 Operating expenses: Research and development — 372 213 — 585 Selling, general and administrative 3 252 103 — 358 Intercompany operating expense (income) — (218 ) 218 — — Employee termination, asset impairment, and other charges — 9 36 — 45 Total operating expenses 3 415 570 — 988 Operating income (loss) (3 ) 286 180 82 545 Interest and other income (expense): Interest income 86 — 2 (83 ) 5 Interest expense (203 ) — (85 ) 83 (205 ) Other expense, net (2 ) (5 ) (17 ) — (24 ) Total interest and other expense, net (119 ) (5 ) (100 ) — (224 ) Income (loss) before taxes (122 ) 281 80 82 321 Equity in earnings from subsidiaries 270 19 — (289 ) — Income tax expense (benefit) (87 ) 116 57 — 86 Net income $ 235 $ 184 $ 23 $ (207 ) $ 235 Condensed Consolidating Statement of Operations For the six months ended December 30, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) Revenue, net $ — $ 7,484 $ 8,538 $ (6,420 ) $ 9,602 Cost of revenue — 6,150 7,048 (6,464 ) 6,734 Gross profit — 1,334 1,490 44 2,868 Operating expenses: Research and development — 813 411 — 1,224 Selling, general and administrative 4 526 224 — 754 Intercompany operating expense (income) — (569 ) 569 — — Employee termination, asset impairment, and other charges — 58 55 — 113 Total operating expenses 4 828 1,259 — 2,091 Operating income (loss) (4 ) 506 231 44 777 Interest and other income (expense): Interest income 180 1 9 (180 ) 10 Interest expense (431 ) (5 ) (185 ) 180 (441 ) Other expense, net (274 ) (4 ) (18 ) — (296 ) Total interest and other expense, net (525 ) (8 ) (194 ) — (727 ) Income (loss) before taxes (529 ) 498 37 44 50 Equity in earnings from subsidiaries 217 (208 ) — (9 ) — Income tax expense (benefit) (181 ) 121 241 — 181 Net income (loss) $ (131 ) $ 169 $ (204 ) $ 35 $ (131 ) Condensed Consolidating Statement of Comprehensive Income (Loss) For the three months ended December 29, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) Net income (loss) $ (823 ) $ (762 ) $ 595 $ 167 $ (823 ) Other comprehensive income, before tax: Foreign currency translation adjustment 6 5 5 (10 ) 6 Net unrealized gain on derivative contracts 10 3 3 (6 ) 10 Net unrealized gain on available-for-sale securities — — — — — Total other comprehensive income, before tax 16 8 8 (16 ) 16 Income tax benefit (expense) related to items of other comprehensive income (3 ) — 1 (1 ) (3 ) Other comprehensive income, net of tax 13 8 9 (17 ) 13 Total comprehensive income (loss) $ (810 ) $ (754 ) $ 604 $ 150 $ (810 ) Condensed Consolidating Statement of Comprehensive Income (Loss) For the six months ended December 29, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) Net income (loss) $ (142 ) $ 43 $ 1,170 $ (1,213 ) $ (142 ) Other comprehensive income, before tax: Actuarial pension gain — — — — — Foreign currency translation adjustment 2 1 1 (2 ) 2 Net unrealized gain on derivative contracts 14 6 6 (12 ) 14 Net unrealized loss on available-for-sale securities (1 ) (1 ) (1 ) 2 (1 ) Total other comprehensive income, before tax 15 6 6 (12 ) 15 Income tax benefit (expense) related to items of other comprehensive income (3 ) — (1 ) 1 (3 ) Other comprehensive income, net of tax 12 6 5 (11 ) 12 Total comprehensive income (loss) $ (130 ) $ 49 $ 1,175 $ (1,224 ) $ (130 ) Condensed Consolidating Statement of Comprehensive Income (Loss) For the three months ended December 30, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) Net income $ 235 $ 184 $ 23 $ (207 ) $ 235 Other comprehensive loss, before tax: Actuarial pension gain 1 1 1 (2 ) 1 Foreign currency translation adjustment (186 ) (186 ) (210 ) 396 (186 ) Net unrealized loss on derivative contracts (136 ) (136 ) (132 ) 268 (136 ) Total other comprehensive loss, before tax (321 ) (321 ) (341 ) 662 (321 ) Income tax benefit related to items of other comprehensive loss 9 10 9 (19 ) 9 Other comprehensive loss, net of tax (312 ) (311 ) (332 ) 643 (312 ) Total comprehensive loss $ (77 ) $ (127 ) $ (309 ) $ 436 $ (77 ) Condensed Consolidating Statement of Comprehensive Income (Loss) For the six months ended December 30, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) Net income (loss) $ (131 ) $ 169 $ (204 ) $ 35 $ (131 ) Other comprehensive loss, before tax: Actuarial pension gain 6 6 6 (12 ) 6 Foreign currency translation adjustment (169 ) (169 ) (192 ) 361 (169 ) Net unrealized loss on derivative contracts (140 ) (140 ) (136 ) 276 (140 ) Total other comprehensive loss, before tax (303 ) (303 ) (322 ) 625 (303 ) Income tax benefit related to items of other comprehensive loss 3 3 1 (4 ) 3 Other comprehensive loss, net of tax (300 ) (300 ) (321 ) 621 (300 ) Total comprehensive loss $ (431 ) $ (131 ) $ (525 ) $ 656 $ (431 ) Condensed Consolidating Statement of Cash Flows For the six months ended December 29, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) Cash flows from operating activities Net cash provided by (used in) operating activities $ (279 ) $ 108 $ 2,560 $ (74 ) $ 2,315 Cash flows from investing activities Purchases of property, plant and equipment — (113 ) (303 ) — (416 ) Proceeds from the sale of property, plant and equipment — — 10 — 10 Acquisitions, net of cash acquired — (93 ) (6 ) — (99 ) Purchases of investments — (11 ) (46 ) — (57 ) Proceeds from sale of investments — — 29 — 29 Proceeds from maturities of investments — — 16 — 16 Notes receivable issuances to Flash Ventures — — (621 ) — (621 ) Notes receivable proceeds from Flash Ventures — — 112 — 112 Strategic investments and other, net — (1 ) 20 — 19 Intercompany loan from consolidated affiliates 1,395 — — (1,395 ) — Advances from (to) parent and consolidated affiliates 65 (65 ) — — — Net cash provided by (used in) investing activities 1,460 (283 ) (789 ) (1,395 ) (1,007 ) Cash flows from financing activities Issuance of stock under employee stock plans 99 — — — 99 Taxes paid on vested stock awards under employee stock plans (67 ) — — — (67 ) Dividends paid to shareholders (295 ) — — — (295 ) Settlement of debt hedge contracts 28 — — — 28 Repayment of debt (4,114 ) — — — (4,114 ) Proceeds from debt 2,963 — — — 2,963 Debt issuance costs (5 ) — — — (5 ) Intercompany loan to consolidated affiliates — (54 ) (1,341 ) 1,395 — Change in investment in consolidated subsidiaries 214 204 (492 ) 74 — Net cash provided by (used in) financing activities (1,177 ) 150 (1,833 ) 1,469 (1,391 ) Effect of exchange rate changes on cash — — 1 — 1 Net increase (decrease) in cash and cash equivalents 4 (25 ) (61 ) — (82 ) Cash and cash equivalents, beginning of year 18 1,212 5,124 — 6,354 Cash and cash equivalents, end of period $ 22 $ 1,187 $ 5,063 $ — $ 6,272 Condensed Consolidating Statement of Cash Flows For the six months ended December 30, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) Cash flows from operating activities Net cash provided by (used in) operating activities $ (256 ) $ 211 $ 1,443 $ 102 $ 1,500 Cash flows from investing activities Purchases of property, plant and equipment — (136 ) (194 ) — (330 ) Proceeds from the sale of property, plant and equipment — — 1 — 1 Purchases of investments — — (239 ) — (239 ) Proceeds from sale of investments — — 55 — 55 Proceeds from maturities of investments — — 279 — 279 Investments in Flash Ventures — — (20 ) — (20 ) Notes receivable issuances to Flash Ventures — — (309 ) — (309 ) Notes receivable proceeds from Flash Ventures — — 259 — 259 Strategic investments and other, net — — (12 ) — (12 ) Intercompany loans from consolidated affiliates 770 40 — (810 ) — Advances from (to) consolidated affiliates 293 (285 ) — (8 ) — Net cash provided by (used in) investing activities 1,063 (381 ) (180 ) (818 ) (316 ) Cash flows from financing activities Issuance of stock under employee stock plans 90 — — — 90 Taxes paid on vested stock awards under employee stock plans (40 ) — — — (40 ) Excess tax benefits from employee stock plans 56 — — — 56 Proceeds from acquired call option — — 61 — 61 Dividends paid to shareholders (284 ) — — — (284 ) Repayment of debt (4,767 ) (2,995 ) (492 ) — (8,254 ) Proceeds from debt 3,992 — — — 3,992 Debt issuance costs (7 ) — — — (7 ) Intercompany loan to consolidated affiliates — (5,966 ) 5,156 810 — Change in investment in consolidated subsidiaries 199 8,808 (8,913 ) (94 ) — Net cash used in financing activities (761 ) (153 ) (4,188 ) 716 (4,386 ) Effect of exchange rate changes on cash — — (9 ) — (9 ) Net increase (decrease) in cash and cash equivalents 46 (323 ) (2,934 ) — (3,211 ) Cash and cash equivalents, beginning of year — 1,206 6,945 — 8,151 Cash and cash equivalents, end of period $ 46 $ 883 $ 4,011 $ — $ 4,940 |