Separate Financial Information of Guarantor Subsidiaries | Separate Financial Information of Guarantor Subsidiaries The Company’s senior unsecured notes due 2026 (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 December 28, 2018 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) ASSETS Current assets: Cash and cash equivalents $ 17 $ 1,163 $ 2,833 $ — $ 4,013 Accounts receivable, net — 873 842 — 1,715 Intercompany receivables 2,474 4,971 2,215 (9,660 ) — Inventories — 1,165 2,495 (233 ) 3,427 Loans due from consolidated affiliates — — 40 (40 ) — Other current assets 15 248 324 — 587 Total current assets 2,506 8,420 8,749 (9,933 ) 9,742 Property, plant and equipment, net — 1,056 2,021 — 3,077 Notes receivable and investments in Flash Ventures — — 2,318 — 2,318 Goodwill — 388 9,686 — 10,074 Other intangible assets, net — 33 2,115 — 2,148 Investments in consolidated subsidiaries 21,070 17,984 — (39,054 ) — Loans due from consolidated affiliates — 386 — (386 ) — Other non-current assets 57 49 484 (10 ) 580 Total assets $ 23,633 $ 28,316 $ 25,373 $ (49,383 ) $ 27,939 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ — $ 217 $ 1,708 $ — $ 1,925 Accounts payable to related parties — — 310 — 310 Intercompany payables 1,548 4,161 3,951 (9,660 ) — Accrued expenses 206 640 680 — 1,526 Accrued compensation — 208 137 — 345 Loans due to consolidated affiliates — 40 — (40 ) — Current portion of long-term debt 244 — — — 244 Total current liabilities 1,998 5,266 6,786 (9,700 ) 4,350 Long-term debt 10,338 — 32 — 10,370 Loans due to consolidated affiliates 370 — 16 (386 ) — Other liabilities 15 1,777 525 (10 ) 2,307 Total liabilities 12,721 7,043 7,359 (10,096 ) 17,027 Total shareholders’ equity 10,912 21,273 18,014 (39,287 ) 10,912 Total liabilities and shareholders’ equity $ 23,633 $ 28,316 $ 25,373 $ (49,383 ) $ 27,939 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 Statement of Operations For the three months ended December 28, 2018 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) Revenue, net $ — $ 3,392 $ 4,857 $ (4,016 ) $ 4,233 Cost of revenue — 2,942 4,215 (3,968 ) 3,189 Gross profit — 450 642 (48 ) 1,044 Operating expenses: Research and development — 334 205 — 539 Selling, general and administrative — 214 95 — 309 Intercompany operating expense (income) — (347 ) 347 — — Employee termination, asset impairment, and other charges — 6 14 — 20 Total operating expenses — 207 661 — 868 Operating income (loss) — 243 (19 ) (48 ) 176 Interest and other income (expense): Interest income 2 4 12 (3 ) 15 Interest expense (118 ) (2 ) (1 ) 3 (118 ) Other income (expense), net — (2 ) 8 2 8 Total interest and other income (expense), net (116 ) — 19 2 (95 ) Income (loss) before taxes (116 ) 243 — (46 ) 81 Equity in earnings from subsidiaries (468 ) (133 ) — 601 — Income tax expense (benefit) (97 ) 532 133 — 568 Net loss $ (487 ) $ (422 ) $ (133 ) $ 555 $ (487 ) Condensed Consolidating Statement of Operations For the six months ended December 28, 2018 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) Revenue, net $ — $ 6,877 $ 9,853 $ (7,469 ) $ 9,261 Cost of revenue — 5,947 8,039 (7,433 ) 6,553 Gross profit — 930 1,814 (36 ) 2,708 Operating expenses: Research and development — 697 418 — 1,115 Selling, general and administrative 1 465 199 — 665 Intercompany operating expense (income) — (754 ) 754 — — Employee termination, asset impairment, and other charges — 38 28 — 66 Total operating expenses 1 446 1,399 — 1,846 Operating income (loss) (1 ) 484 415 (36 ) 862 Interest and other income (expense): Interest income 10 7 24 (11 ) 30 Interest expense (234 ) (8 ) (3 ) 11 (234 ) Other income (expense), net 1 (2 ) 7 — 6 Total interest and other income (expense), net (223 ) (3 ) 28 — (198 ) Income (loss) before taxes (224 ) 481 443 (36 ) 664 Equity in earnings from subsidiaries 7 212 — (219 ) — Income tax expense (benefit) (241 ) 650 231 — 640 Net income $ 24 $ 43 $ 212 $ (255 ) $ 24 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 Comprehensive Income (Loss) For the three months ended December 28, 2018 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) Net loss $ (487 ) $ (422 ) $ (133 ) $ 555 $ (487 ) Other comprehensive income, before tax: Actuarial pension gain 1 1 1 (2 ) 1 Foreign currency translation adjustment 31 32 32 (64 ) 31 Net unrealized gain, on derivative contracts and available-for-sale securities 7 30 30 (60 ) 7 Total other comprehensive income, before tax 39 63 63 (126 ) 39 Income tax benefit (expense) related to items of other comprehensive income 3 (2 ) (2 ) 3 2 Other comprehensive income, net of tax 42 61 61 (123 ) 41 Total comprehensive loss $ (445 ) $ (361 ) $ (72 ) $ 432 $ (446 ) Condensed Consolidating Statement of Comprehensive Income (Loss) For the six months ended December 28, 2018 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) Net income (loss) $ 24 $ 43 $ 212 $ (255 ) $ 24 Other comprehensive income, before tax: Actuarial pension gain 1 1 1 (2 ) 1 Foreign currency translation adjustment (6 ) (2 ) (2 ) 4 (6 ) Net unrealized gain, on derivative contracts and available-for-sale securities 6 22 20 (42 ) 6 Total other comprehensive income, before tax 1 21 19 (40 ) 1 Income tax benefit (expense) related to items of other comprehensive income 4 (2 ) (1 ) 2 3 Other comprehensive income, net of tax 5 19 18 (38 ) 4 Total comprehensive income $ 29 $ 62 $ 230 $ (293 ) $ 28 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 and available-for-sale securities 10 3 3 (6 ) 10 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 and available-for-sale securities 13 5 5 (10 ) 13 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 Cash Flows For the six months ended December 28, 2018 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) Cash flows from operating activities Net cash provided by (used in) operating activities $ 103 $ (819 ) $ 1,934 $ (44 ) $ 1,174 Cash flows from investing activities Purchases of property, plant and equipment — (129 ) (371 ) — (500 ) Proceeds from the sale of property, plant and equipment — — 3 — 3 Purchases of investments — (11 ) (22 ) — (33 ) Proceeds from sale of investments — — 13 — 13 Proceeds from maturities of investments — — 7 — 7 Notes receivable issuances to Flash Ventures — — (508 ) — (508 ) Notes receivable proceeds from Flash Ventures — — 312 — 312 Strategic investments and other, net — (1 ) (18 ) — (19 ) Intercompany loan from (to) consolidated affiliates 943 (370 ) — (573 ) — Advances from (to) parent and consolidated affiliates (215 ) 215 — — — Net cash provided by (used in) investing activities 728 (296 ) (584 ) (573 ) (725 ) Cash flows from financing activities — Issuance of stock under employee stock plans 61 — — — 61 Taxes paid on vested stock awards under employee stock plans (69 ) — — — (69 ) Repurchases of common stock (563 ) — — — (563 ) Repayment of revolving credit facility (500 ) — — — (500 ) Dividends paid to shareholders (292 ) — — — (292 ) Repayment of debt (75 ) — — — (75 ) Intercompany loan from (to) consolidated affiliates 370 (387 ) (556 ) 573 — Change in investment in consolidated subsidiaries 214 1,997 (2,255 ) 44 — Net cash provided by (used in) financing activities (854 ) 1,610 (2,811 ) 617 (1,438 ) Effect of exchange rate changes on cash — — (3 ) — (3 ) Net increase (decrease) in cash and cash equivalents (23 ) 495 (1,464 ) — (992 ) Cash and cash equivalents, beginning of year 40 668 4,297 — 5,005 Cash and cash equivalents, end of period $ 17 $ 1,163 $ 2,833 $ — $ 4,013 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 |