Separate Financial Information of Guarantor Subsidiaries | Separate Financial Information of Guarantor Subsidiaries The Company’s 4.750% 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 governing the revolving credit facility and term loans 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 January 3, 2020 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) ASSETS Current assets: Cash and cash equivalents $ 11 $ 786 $ 2,340 $ — $ 3,137 Accounts receivable, net — 1,172 619 — 1,791 Intercompany receivables 2,617 7,840 2,839 (13,296 ) — Inventories — 716 2,472 (66 ) 3,122 Loans due from consolidated affiliates — — 258 (258 ) — Other current assets — 364 213 — 577 Total current assets 2,628 10,878 8,741 (13,620 ) 8,627 Property, plant and equipment, net — 820 1,902 — 2,722 Notes receivable and investments in Flash Ventures — — 2,321 — 2,321 Goodwill — 374 9,695 — 10,069 Other intangible assets, net — 10 1,301 — 1,311 Investments in consolidated subsidiaries 20,637 15,471 — (36,108 ) — Loans due from consolidated affiliates — 1,626 — (1,626 ) — Other non-current assets 56 255 499 — 810 Total assets $ 23,321 $ 29,434 $ 24,459 $ (51,354 ) $ 25,860 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ — $ 153 $ 1,583 $ — $ 1,736 Accounts payable to related parties — 364 — — 364 Intercompany payables 2,285 4,953 6,058 (13,296 ) — Accrued expenses 206 837 516 — 1,559 Accrued compensation — 356 181 — 537 Loans due to consolidated affiliates — 258 — (258 ) — Current portion of long-term debt 251 — 35 — 286 Total current liabilities 2,742 6,921 8,373 (13,554 ) 4,482 Long-term debt 9,547 — — — 9,547 Loans due to consolidated affiliates 1,603 — 23 (1,626 ) — Other liabilities 50 1,843 559 — 2,452 Total liabilities 13,942 8,764 8,955 (15,180 ) 16,481 Total shareholders’ equity 9,379 20,670 15,504 (36,174 ) 9,379 Total liabilities and shareholders’ equity $ 23,321 $ 29,434 $ 24,459 $ (51,354 ) $ 25,860 Condensed Consolidating Balance Sheet As of June 28, 2019 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) ASSETS Current assets: Cash and cash equivalents $ 8 $ 985 $ 2,462 $ — $ 3,455 Accounts receivable, net — 779 425 — 1,204 Intercompany receivables 2,409 5,808 1,581 (9,798 ) — Inventories — 990 2,438 (145 ) 3,283 Loans due from consolidated affiliates — — 50 (50 ) — Other current assets 2 251 282 — 535 Total current assets 2,419 8,813 7,238 (9,993 ) 8,477 Property, plant and equipment, net — 873 1,970 — 2,843 Notes receivable and investments in Flash Ventures — — 2,791 — 2,791 Goodwill — 388 9,688 — 10,076 Other intangible assets, net — 23 1,688 — 1,711 Investments in consolidated subsidiaries 20,772 16,355 — (37,127 ) — Loans due from consolidated affiliates — 674 — (674 ) — Other non-current assets 60 51 361 — 472 Total assets $ 23,251 $ 27,177 $ 23,736 $ (47,794 ) $ 26,370 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ — $ 195 $ 1,372 $ — $ 1,567 Accounts payable to related parties — — 331 — 331 Intercompany payables 1,871 3,515 4,412 (9,798 ) — Accrued expenses 195 522 579 — 1,296 Accrued compensation — 214 133 — 347 Loans due to consolidated affiliates — 50 — (50 ) — Current portion of long-term debt 276 — — — 276 Total current liabilities 2,342 4,496 6,827 (9,848 ) 3,817 Long-term debt 10,213 — 33 — 10,246 Loans due to consolidated affiliates 674 — — (674 ) — Other liabilities 55 1,795 490 — 2,340 Total liabilities 13,284 6,291 7,350 (10,522 ) 16,403 Total shareholders’ equity 9,967 20,886 16,386 (37,272 ) 9,967 Total liabilities and shareholders’ equity $ 23,251 $ 27,177 $ 23,736 $ (47,794 ) $ 26,370 Condensed Consolidating Statement of Operations For the three months ended January 3, 2020 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) Revenue, net $ — $ 3,304 $ 4,041 $ (3,111 ) $ 4,234 Cost of revenue — 2,881 3,643 (3,225 ) 3,299 Gross profit — 423 398 114 935 Operating expenses: Research and development — 362 216 — 578 Selling, general and administrative — 196 102 — 298 Intercompany operating expense (income) 4 (397 ) 393 — — Employee termination, asset impairment, and other charges — (5 ) 14 — 9 Total operating expenses 4 156 725 — 885 Operating income (loss) (4 ) 267 (327 ) 114 50 Interest and other income (expense): Interest income — 16 5 (13 ) 8 Interest expense (118 ) — — 13 (105 ) Other income, net — — 7 — 7 Total interest and other income (expense), net (118 ) 16 12 — (90 ) Income (loss) before taxes (122 ) 283 (315 ) 114 (40 ) Equity in earnings from subsidiaries (42 ) (384 ) — 426 — Income tax expense (benefit) (25 ) 55 69 — 99 Net loss $ (139 ) $ (156 ) $ (384 ) $ 540 $ (139 ) Condensed Consolidating Statement of Operations For the six months ended January 3, 2020 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) Revenue, net $ — $ 6,665 $ 8,025 $ (6,416 ) $ 8,274 Cost of revenue — 5,833 7,333 (6,585 ) 6,581 Gross profit — 832 692 169 1,693 Operating expenses: Research and development — 726 426 — 1,152 Selling, general and administrative 1 399 203 — 603 Intercompany operating expense (income) 7 (822 ) 815 — — Employee termination, asset impairment, and other charges — (5 ) 22 — 17 Total operating expenses 8 298 1,466 — 1,772 Operating income (loss) (8 ) 534 (774 ) 169 (79 ) Interest and other income (expense): Interest income — 28 15 (23 ) 20 Interest expense (249 ) — (1 ) 23 (227 ) Other income, net — — 9 — 9 Total interest and other income (expense), net (249 ) 28 23 — (198 ) Income (loss) before taxes (257 ) 562 (751 ) 169 (277 ) Equity in earnings from subsidiaries (206 ) (844 ) — 1,050 — Income tax expense (benefit) (48 ) 94 92 — 138 Net loss $ (415 ) $ (376 ) $ (843 ) $ 1,219 $ (415 ) 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 Comprehensive Income (Loss) For the three months ended January 3, 2020 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) Net loss $ (139 ) $ (156 ) $ (384 ) $ 540 $ (139 ) Other comprehensive loss, before tax: Actuarial pension gain 2 2 2 (4 ) 2 Foreign currency translation adjustment (15 ) (13 ) (13 ) 26 (15 ) Net unrealized loss, on derivative contracts and available-for-sale securities (6 ) (26 ) (14 ) 40 (6 ) Total other comprehensive loss, before tax (19 ) (37 ) (25 ) 62 (19 ) Income tax benefit (expense) related to items of other comprehensive loss (1 ) 4 1 (5 ) (1 ) Other comprehensive loss, net of tax (20 ) (33 ) (24 ) 57 (20 ) Total comprehensive loss $ (159 ) $ (189 ) $ (408 ) $ 597 $ (159 ) Condensed Consolidating Statement of Comprehensive Income (Loss) For the six months ended January 3, 2020 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) Net loss $ (415 ) $ (376 ) $ (843 ) $ 1,219 $ (415 ) Other comprehensive loss, before tax: Actuarial pension gain 3 3 3 (6 ) 3 Foreign currency translation adjustment (10 ) (8 ) (8 ) 16 (10 ) Net unrealized loss, on derivative contracts and available-for-sale securities (39 ) (34 ) (23 ) 57 (39 ) Total other comprehensive loss, before tax (46 ) (39 ) (28 ) 67 (46 ) Income tax benefit (expense) related to items of other comprehensive loss 4 3 — (3 ) 4 Other comprehensive loss, net of tax (42 ) (36 ) (28 ) 64 (42 ) Total comprehensive loss $ (457 ) $ (412 ) $ (871 ) $ 1,283 $ (457 ) 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 income $ (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 $ 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 Cash Flows For the six months ended January 3, 2020 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total (in millions) Cash flows from operating activities Net cash provided by (used in) operating activities $ (24 ) $ 499 $ (125 ) $ 160 $ 510 Cash flows from investing activities Purchases of property, plant and equipment — (84 ) (221 ) — (305 ) Acquisitions, net of cash acquired — (2 ) (20 ) — (22 ) Notes receivable issuances to Flash Ventures — — (224 ) — (224 ) Notes receivable proceeds from Flash Ventures — — 690 — 690 Strategic investments and other, net — 6 15 — 21 Intercompany loan from (to) consolidated affiliates — (952 ) (208 ) 1,160 — Advances from (to) parent and consolidated affiliates (71 ) 71 — — — Net cash provided by (used in) investing activities (71 ) (961 ) 32 1,160 160 Cash flows from financing activities Issuance of stock under employee stock plans 72 — — — 72 Taxes paid on vested stock awards under employee stock plans (54 ) — — — (54 ) Dividends paid to shareholders (296 ) — — — (296 ) Repayment of debt (707 ) — — — (707 ) Intercompany loan from (to) consolidated affiliates 929 208 23 (1,160 ) — Change in investment in consolidated subsidiaries 154 55 (49 ) (160 ) — Net cash provided by (used in) financing activities 98 263 (26 ) (1,320 ) (985 ) Effect of exchange rate changes on cash — — (3 ) — (3 ) Net increase (decrease) in cash and cash equivalents 3 (199 ) (122 ) — (318 ) Cash and cash equivalents, beginning of year 8 985 2,462 — 3,455 Cash and cash equivalents, end of period $ 11 $ 786 $ 2,340 $ — $ 3,137 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 ) Dividends paid to shareholders (292 ) — — — (292 ) Repayment of debt (75 ) — — — (75 ) Proceeds from (repayment of) revolving credit facility (500 ) — — — (500 ) 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 |