Separate Financial Information of Guarantor Subsidiaries | Separate Financial Information of Guarantor Subsidiaries The 2026 Senior Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, subject to certain customary guarantor release conditions, by certain 100% owned material domestic subsidiaries of the Company (or the “Guarantor Subsidiaries”). The guarantee by a Guarantor Subsidiary will be released in the event of (i) 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 2026 Senior Unsecured Notes , (ii) 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 2026 Senior Unsecured Notes , (iii) the sale of all or substantially all of a Guarantor Subsidiary’s assets, (iv) the Company’s exercise of its defeasance options under the indenture governing the 2026 Senior Unsecured Notes , (v) the dissolution or liquidation of a Guarantor Subsidiary or (vi) 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 2026 Senior 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 June 29, 2018 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) ASSETS Current assets: Cash and cash equivalents $ 40 $ 668 $ 4,297 $ — $ 5,005 Accounts receivable, net — 1,358 839 — 2,197 Intercompany receivables 1,903 4,256 2,674 (8,833 ) — Inventories — 990 2,159 (205 ) 2,944 Other current assets 20 195 277 — 492 Total current assets 1,963 7,467 10,246 (9,038 ) 10,638 Property, plant and equipment, net — 1,092 2,003 — 3,095 Notes receivable and investments in Flash Ventures — — 2,105 — 2,105 Goodwill — 387 9,688 — 10,075 Other intangible assets, net — 38 2,642 — 2,680 Investments in consolidated subsidiaries 20,847 19,893 — (40,740 ) — Loans due from consolidated affiliates 943 16 — (959 ) — Other non-current assets 182 29 431 — 642 Total assets $ 23,935 $ 28,922 $ 27,115 $ (50,737 ) $ 29,235 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ — $ 279 $ 1,986 $ — $ 2,265 Accounts payable to related parties — — 259 — 259 Intercompany payables 1,066 4,648 3,119 (8,833 ) — Accrued expenses 198 505 571 — 1,274 Accrued compensation — 297 182 — 479 Current portion of long-term debt 179 — — — 179 Total current liabilities 1,443 5,729 6,117 (8,833 ) 4,456 Long-term debt 10,962 — 31 — 10,993 Loans due to consolidated affiliates — 427 532 (959 ) — Other liabilities (1 ) 1,768 488 — 2,255 Total liabilities 12,404 7,924 7,168 (9,792 ) 17,704 Total shareholders’ equity 11,531 20,998 19,947 (40,945 ) 11,531 Total liabilities and shareholders’ equity $ 23,935 $ 28,922 $ 27,115 $ (50,737 ) $ 29,235 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 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 4 158 245 6 413 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 270 364 621 — 1,255 Accrued compensation — 313 193 — 506 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 year ended June 29, 2018 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) Revenue, net $ — $ 14,913 $ 20,155 $ (14,421 ) $ 20,647 Cost of revenue — 12,913 14,573 (14,544 ) 12,942 Gross profit — 2,000 5,582 123 7,705 Operating expenses: Research and development — 1,551 849 — 2,400 Selling, general and administrative 8 1,044 421 — 1,473 Intercompany operating expense (income) — (1,626 ) 1,626 — — Employee termination, asset impairment, and other charges 1 47 167 — 215 Total operating expenses 9 1,016 3,063 — 4,088 Operating income (loss) (9 ) 984 2,519 123 3,617 Interest and other income (expense): Interest income 211 8 51 (210 ) 60 Interest expense (674 ) (21 ) (191 ) 210 (676 ) Other expense, net (905 ) (9 ) (2 ) — (916 ) Total interest and other expense, net (1,368 ) (22 ) (142 ) — (1,532 ) Income (loss) before taxes (1,377 ) 962 2,377 123 2,085 Income tax expense (benefit) (354 ) 1,633 131 — 1,410 Equity in earnings from subsidiaries 1,698 2,223 — (3,921 ) — Net income $ 675 $ 1,552 $ 2,246 $ (3,798 ) $ 675 Condensed Consolidating Statement of Operations For the year ended June 30, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) Revenue, net $ — $ 14,732 $ 16,381 $ (12,020 ) $ 19,093 Cost of revenue — 12,786 12,203 (11,968 ) 13,021 Gross profit — 1,946 4,178 (52 ) 6,072 Operating expenses: Research and development — 1,619 822 — 2,441 Selling, general and administrative 6 1,006 433 — 1,445 Intercompany operating expense (income) — (1,736 ) 1,736 — — Employee termination, asset impairment, and other charges — 88 144 — 232 Total operating expenses 6 977 3,135 — 4,118 Operating income (loss) (6 ) 969 1,043 (52 ) 1,954 Interest and other income (expense): Interest income 347 11 22 (354 ) 26 Interest expense (843 ) (10 ) (348 ) 354 (847 ) Other income (expense), net (290 ) 49 (61 ) (62 ) (364 ) Total interest and other income (expense), net (786 ) 50 (387 ) (62 ) (1,185 ) Income (loss) before taxes (792 ) 1,019 656 (114 ) 769 Income tax expense (benefit) (282 ) 259 395 — 372 Equity in earnings from subsidiaries 907 287 — (1,194 ) — Net income $ 397 $ 1,047 $ 261 $ (1,308 ) $ 397 Condensed Consolidating Statement of Operations For the year ended July 1, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) Revenue, net $ — $ 12,600 $ 13,285 $ (12,891 ) $ 12,994 Cost of revenue — 11,796 10,662 (12,899 ) 9,559 Gross profit — 804 2,623 8 3,435 Operating expenses: Research and development — 1,095 532 — 1,627 Selling, general and administrative 4 645 348 — 997 Intercompany operating expense (income) — (1,087 ) 1,087 — — Employee termination, asset impairment, and other charges — 105 240 — 345 Total operating expenses 4 758 2,207 — 2,969 Operating income (loss) (4 ) 46 416 8 466 Interest and other income (expense): Interest income 54 2 24 (54 ) 26 Interest expense (184 ) (128 ) (8 ) 54 (266 ) Other income (expense), net 11 (30 ) (54 ) — (73 ) Total interest and other expense, net (119 ) (156 ) (38 ) — (313 ) Income (loss) before taxes (123 ) (110 ) 378 8 153 Income tax benefit (44 ) (27 ) (18 ) — (89 ) Equity in earnings from subsidiaries 321 400 — (721 ) — Net income $ 242 $ 317 $ 396 $ (713 ) $ 242 Condensed Consolidating Statement of Comprehensive Income (Loss) For the year ended June 29, 2018 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) Net income $ 675 $ 1,552 $ 2,246 $ (3,798 ) $ 675 Other comprehensive income, before tax: Actuarial pension loss (2 ) (2 ) (2 ) 4 (2 ) Foreign currency translation adjustment 18 15 15 (30 ) 18 Net unrealized gain (loss) on derivative contracts and available-for-sale securities 7 (10 ) (6 ) 16 7 Total other comprehensive income, before tax 23 3 7 (10 ) 23 Income tax benefit (expense) related to items of other comprehensive income (4 ) 1 (1 ) — (4 ) Other comprehensive income, net of tax 19 4 6 (10 ) 19 Total comprehensive income $ 694 $ 1,556 $ 2,252 $ (3,808 ) $ 694 Condensed Consolidating Statement of Comprehensive Income (Loss) For the year ended June 30, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) Net income $ 397 $ 1,047 $ 261 $ (1,308 ) $ 397 Other comprehensive loss, before tax: Actuarial pension gain 39 39 39 (78 ) 39 Foreign currency translation adjustment (115 ) (113 ) (136 ) 249 (115 ) Net unrealized gain (loss) on derivative contracts and available-for-sale securities (75 ) (75 ) (73 ) 148 (75 ) Total other comprehensive loss, before tax (151 ) (149 ) (170 ) 319 (151 ) Income tax expense related to items of other comprehensive loss (10 ) (10 ) (8 ) 18 (10 ) Other comprehensive loss, net of tax (161 ) (159 ) (178 ) 337 (161 ) Total comprehensive income $ 236 $ 888 $ 83 $ (971 ) $ 236 Condensed Consolidating Statement of Comprehensive Income (Loss) For the year ended July 1, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) Net income $ 242 $ 317 $ 396 $ (713 ) $ 242 Other comprehensive income (loss), before tax: Actuarial pension loss (73 ) (73 ) (73 ) 146 (73 ) Foreign currency translation adjustment 74 74 74 (148 ) 74 Net unrealized gain (loss) on derivative contracts 99 99 93 (192 ) 99 Total other comprehensive loss, before tax 100 100 94 (194 ) 100 Income tax benefit related to items of other comprehensive income (loss) 23 23 23 (46 ) 23 Other comprehensive loss, net of tax 123 123 117 (240 ) 123 Total comprehensive income $ 365 $ 440 $ 513 $ (953 ) $ 365 Condensed Consolidating Statement of Cash Flows For the year ended June 29, 2018 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) Cash flows from operating activities Net cash provided by (used in) operating activities $ (144 ) $ 211 $ 4,158 $ (20 ) $ 4,205 Cash flows from investing activities Purchases of property, plant and equipment — (220 ) (615 ) — (835 ) Proceeds from the sale of property, plant and equipment — — 26 — 26 Acquisitions, net of cash acquired — (94 ) (6 ) — (100 ) Purchases of investments — (21 ) (68 ) — (89 ) Proceeds from sale of investments — — 48 — 48 Proceeds from maturities of investments — — 19 — 19 Notes receivable issuances to Flash Ventures — — (1,313 ) — (1,313 ) Notes receivable proceeds from Flash Ventures — — 571 — 571 Strategic investments and other, net — (2 ) 20 — 18 Intercompany loan from consolidated affiliates 3,757 — — (3,757 ) — Advances from (to) parent and consolidated affiliates (86 ) 86 — — — Net cash provided by (used in) investing activities 3,671 (251 ) (1,318 ) (3,757 ) (1,655 ) Cash flows from financing activities Issuance of stock under employee stock plans 220 — — — 220 Taxes paid on vested stock awards under employee stock plans (171 ) — — — (171 ) Repurchases of common stock (591 ) — — — (591 ) Dividends paid to shareholders (593 ) — — — (593 ) Settlement of debt hedge contracts 28 — — — 28 Repayment of debt and premiums (17,074 ) — — — (17,074 ) Proceeds from debt 13,840 — — — 13,840 Proceeds from (repayment of) revolving credit facility 500 — — — 500 Debt issuance costs (59 ) — — — (59 ) Intercompany loan to consolidated affiliates — (119 ) (3,638 ) 3,757 — Change in investment in consolidated subsidiaries 395 (385 ) (30 ) 20 — Net cash used in financing activities (3,505 ) (504 ) (3,668 ) 3,777 (3,900 ) Effect of exchange rate changes on cash — — 1 — 1 Net increase (decrease) in cash and cash equivalents 22 (544 ) (827 ) — (1,349 ) Cash and cash equivalents, beginning of year 18 1,212 5,124 — 6,354 Cash and cash equivalents, end of year $ 40 $ 668 $ 4,297 $ — $ 5,005 Condensed Consolidating Statement of Cash Flows For the year ended June 30, 2017 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) Cash flows from operating activities Net cash provided by (used in) operating activities $ (360 ) $ (836 ) $ 4,593 $ 40 $ 3,437 Cash flows from investing activities Purchases of property, plant and equipment — (240 ) (338 ) — (578 ) Proceeds from the sale of property, plant and equipment — — 21 — 21 Purchases of investments — — (281 ) — (281 ) Proceeds from sale of investments — — 94 — 94 Proceeds from maturities of investments — — 417 — 417 Investments in Flash Ventures — — (20 ) — (20 ) Notes receivable issuances to Flash Ventures — — (549 ) — (549 ) Notes receivable proceeds from Flash Ventures — — 292 — 292 Strategic investments and other, net — (1 ) (31 ) — (32 ) Intercompany loans from consolidated affiliates 1,300 39 — (1,339 ) — Advances from (to) consolidated affiliates (158 ) 166 — (8 ) — Net cash provided by (used in) investing activities 1,142 (36 ) (395 ) (1,347 ) (636 ) Cash flows from financing activities Issuance of stock under employee stock plans 235 — — — 235 Taxes paid on vested stock awards under employee stock plans (124 ) — — — (124 ) Excess tax benefits from employee stock plans 119 — — — 119 Proceeds from acquired call option — — 61 — 61 Settlement of convertible debt — — (492 ) — (492 ) Dividends paid to shareholders (574 ) — — — (574 ) Settlement of debt hedge contracts — (21 ) — — (21 ) Repayment of debt and premiums (8,702 ) (2,995 ) — — (11,697 ) Proceeds from debt 7,908 — — — 7,908 Debt issuance costs (10 ) — — — (10 ) Intercompany loan to consolidated affiliates — (5,454 ) 4,115 1,339 — Change in investment in consolidated subsidiaries 384 9,348 (9,700 ) (32 ) — Net cash provided by (used in) financing activities (764 ) 878 (6,016 ) 1,307 (4,595 ) Effect of exchange rate changes on cash — — (3 ) — (3 ) Net increase (decrease) in cash and cash equivalents 18 6 (1,821 ) — (1,797 ) Cash and cash equivalents, beginning of year — 1,206 6,945 — 8,151 Cash and cash equivalents, end of year $ 18 $ 1,212 $ 5,124 $ — $ 6,354 Condensed Consolidating Statement of Cash Flows For the year ended July 1, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) Cash flows from operating activities Net cash provided by operating activities $ (210 ) $ 1,018 $ 1,299 $ (124 ) $ 1,983 Cash flows from investing activities Purchases of property, plant and equipment — (233 ) (351 ) — (584 ) Acquisitions, net of cash acquired — (13,767 ) 3,932 — (9,835 ) Purchases of investments — — (632 ) — (632 ) Proceeds from sale of investments — — 1,204 — 1,204 Proceeds from maturities of investments — — 405 — 405 Notes receivable issuances to Flash Ventures — — (106 ) — (106 ) Notes receivable proceeds from Flash Ventures — — 16 — 16 Strategic investments and other, net (34 ) (10 ) (32 ) — (76 ) Intercompany loans from (to) consolidated affiliates (6,000 ) 40 — 5,960 — Advances to consolidated affiliates (8,845 ) (96 ) (229 ) 9,170 — Net cash provided by (used in) investing activities (14,879 ) (14,066 ) 4,207 15,130 (9,608 ) Cash flows from financing activities Issuance of stock under employee stock plans 117 — — — 117 Taxes paid on vested stock awards under employee stock plans (50 ) — — — (50 ) Excess tax benefits from employee stock plans 7 — — — 7 Proceeds from acquired call option — — 409 — 409 Settlement of convertible debt — — (2,611 ) — (2,611 ) Repurchases of common stock (60 ) — — — (60 ) Dividends paid to shareholders (464 ) — — — (464 ) Repayment of debt — (2,313 ) — — (2,313 ) Proceeds from debt 14,108 3,000 — — 17,108 Proceeds from (repayment of) revolving credit facility — — (255 ) — (255 ) Debt issuance costs (497 ) (27 ) — — (524 ) Payment upon settlement of acquired warrants — — (613 ) — (613 ) Intercompany loan from (to) consolidated affiliates — 6,000 (40 ) (5,960 ) — Change in investment in consolidated subsidiaries 1,928 6,933 185 (9,046 ) — Net cash provided by (used in) financing activities 15,089 13,593 (2,925 ) (15,006 ) 10,751 Effect of exchange rate changes on cash — — 1 — 1 Net increase (decrease) in cash and cash equivalents — 545 2,582 — 3,127 Cash and cash equivalents, beginning of year — 661 4,363 — 5,024 Cash and cash equivalents, end of year $ — $ 1,206 $ 6,945 $ — $ 8,151 |