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Separate Financial Information of Guarantor Subsidiaries | 3 Months Ended
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Sep. 29, 2017
Condensed Financial Information of Parent Company Only Disclosure [Abstract] |
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. For more information regarding the Unsecured Notes, refer to Note 6, Debt.
Condensed Consolidating Balance Sheet
As of September 29, 2017
| Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Company
| (in millions)
ASSETS
Current assets: |  |  |  |  |  |  |  |  |
Cash and cash equivalents | $ | 265 |  |  | $ | 1,016 |  |  | $ | 5,605 |  |  | $ | — |  |  | $ | 6,886 |
Short-term investments | — |  |  | — |  |  | 35 |  |  | — |  |  | 35 |
Accounts receivable, net | — |  |  | 1,275 |  |  | 826 |  |  | — |  |  | 2,101 |
Intercompany receivables | 1,537 |  |  | 2,748 |  |  | 2,152 |  |  | (6,437 | ) |  | — |
Inventories | — |  |  | 1,120 |  |  | 1,506 |  |  | (324 | ) |  | 2,302 |
Other current assets | 4 |  |  | 337 |  |  | 271 |  |  | (116 | ) |  | 496 |
Total current assets | 1,806 |  |  | 6,496 |  |  | 10,395 |  |  | (6,877 | ) |  | 11,820 |
Property, plant and equipment, net | — |  |  | 1,118 |  |  | 1,930 |  |  | — |  |  | 3,048 |
Notes receivable and investments in Flash Ventures | — |  |  | — |  |  | 1,462 |  |  | — |  |  | 1,462 |
Goodwill | — |  |  | 387 |  |  | 9,686 |  |  | — |  |  | 10,073 |
Other intangible assets, net | — |  |  | 48 |  |  | 3,497 |  |  | — |  |  | 3,545 |
Investments in consolidated subsidiaries | 19,759 |  |  | 18,152 |  |  | — |  |  | (37,911 | ) |  | — |
Loans due from consolidated affiliates | 4,400 |  |  | 16 |  |  | — |  |  | (4,416 | ) |  | — |
Other non-current assets | 50 |  |  | 601 |  |  | 391 |  |  | (485 | ) |  | 557 |
Total assets | $ | 26,015 |  |  | $ | 26,818 |  |  | $ | 27,361 |  |  | $ | (49,689 | ) |  | $ | 30,505 |
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities: |  |  |  |  |  |  |  |  |
Accounts payable | $ | — |  |  | $ | 248 |  |  | $ | 1,818 |  |  | $ | — |  |  | $ | 2,066 |
Accounts payable to related parties | — |  |  | — |  |  | 226 |  |  | — |  |  | 226 |
Intercompany payables | 461 |  |  | 4,125 |  |  | 1,851 |  |  | (6,437 | ) |  | — |
Accrued expenses | 394 |  |  | 416 |  |  | 461 |  |  | — |  |  | 1,271 |
Accrued compensation | — |  |  | 281 |  |  | 187 |  |  | — |  |  | 468 |
Accrued warranty | — |  |  | 2 |  |  | 178 |  |  | — |  |  | 180 |
Current portion of long-term debt | 258 |  |  | — |  |  | — |  |  | — |  |  | 258 |
Total current liabilities | 1,113 |  |  | 5,072 |  |  | 4,721 |  |  | (6,437 | ) |  | 4,469 |
Long-term debt | 12,843 |  |  | — |  |  | 30 |  |  | — |  |  | 12,873 |
Loans due to consolidated affiliates | — |  |  | 546 |  |  | 3,870 |  |  | (4,416 | ) |  | — |
Other liabilities | — |  |  | 1,177 |  |  | 527 |  |  | (600 | ) |  | 1,104 |
Total liabilities | 13,956 |  |  | 6,795 |  |  | 9,148 |  |  | (11,453 | ) |  | 18,446 |
Total shareholders’ equity | 12,059 |  |  | 20,023 |  |  | 18,213 |  |  | (38,236 | ) |  | 12,059 |
Total liabilities and shareholders’ equity | $ | 26,015 |  |  | $ | 26,818 |  |  | $ | 27,361 |  |  | $ | (49,689 | ) |  | $ | 30,505 |
Condensed Consolidating Balance Sheet
As of June 30, 2017
| Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Company
| (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 September 29, 2017
| Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Company
| (in millions)
Revenue, net | $ | — |  |  | $ | 3,710 |  |  | $ | 5,081 |  |  | $ | (3,610 | ) |  | $ | 5,181 |
Cost of revenue | — |  |  | 3,200 |  |  | 3,647 |  |  | (3,579 | ) |  | 3,268 |
Gross profit | — |  |  | 510 |  |  | 1,434 |  |  | (31 | ) |  | 1,913 |
Operating expenses: |  |  |  |  |  |  |  |  |
Research and development | — |  |  | 381 |  |  | 211 |  |  | — |  |  | 592 |
Selling, general and administrative | 2 |  |  | 258 |  |  | 104 |  |  | — |  |  | 364 |
Intercompany operating expense (income) | — |  |  | (400 | ) |  | 400 |  |  | — |  |  | — |
Employee termination, asset impairment, and other charges | — |  |  | 11 |  |  | 41 |  |  | — |  |  | 52 |
Total operating expenses | 2 |  |  | 250 |  |  | 756 |  |  | — |  |  | 1,008 |
Operating income (loss) | (2 | ) |  | 260 |  |  | 678 |  |  | (31 | ) |  | 905 |
Interest and other income (expense): |  |  |  |  |  |  |  |  |
Interest income | 81 |  |  | 2 |  |  | 14 |  |  | (81 | ) |  | 16 |
Interest expense | (204 | ) |  | (6 | ) |  | (76 | ) |  | 81 |  |  | (205 | )
Other income (expense), net | (8 | ) |  | 11 |  |  | (9 | ) |  | — |  |  | (6 | )
Total interest and other income (expense), net | (131 | ) |  | 7 |  |  | (71 | ) |  | — |  |  | (195 | )
Income (loss) before taxes | (133 | ) |  | 267 |  |  | 607 |  |  | (31 | ) |  | 710 |
Income tax expense (benefit) | (57 | ) |  | 54 |  |  | 32 |  |  | — |  |  | 29 |
Equity in earnings from subsidiaries | 757 |  |  | 592 |  |  | — |  |  | (1,349 | ) |  | — |
Net income | $ | 681 |  |  | $ | 805 |  |  | $ | 575 |  |  | $ | (1,380 | ) |  | $ | 681 |
Condensed Consolidating Statement of Operations
For the three months ended September 30, 2016
| Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Company
| (in millions)
Revenue, net | $ | — |  |  | $ | 3,698 |  |  | $ | 4,293 |  |  | $ | (3,277 | ) |  | $ | 4,714 |
Cost of revenue | — |  |  | 3,065 |  |  | 3,553 |  |  | (3,239 | ) |  | 3,379 |
Gross profit | — |  |  | 633 |  |  | 740 |  |  | (38 | ) |  | 1,335 |
Operating expenses: |  |  |  |  |  |  |  |  |
Research and development | — |  |  | 441 |  |  | 198 |  |  | — |  |  | 639 |
Selling, general and administrative | 1 |  |  | 274 |  |  | 121 |  |  | — |  |  | 396 |
Intercompany operating expense (income) | — |  |  | (351 | ) |  | 351 |  |  | — |  |  | — |
Employee termination, asset impairment, and other charges | — |  |  | 49 |  |  | 19 |  |  | — |  |  | 68 |
Total operating expenses | 1 |  |  | 413 |  |  | 689 |  |  | — |  |  | 1,103 |
Operating income (loss) | (1 | ) |  | 220 |  |  | 51 |  |  | (38 | ) |  | 232 |
Interest and other income (expense): |  |  |  |  |  |  |  |  |
Interest income | 94 |  |  | 1 |  |  | 7 |  |  | (97 | ) |  | 5 |
Interest expense | (228 | ) |  | (5 | ) |  | (100 | ) |  | 97 |  |  | (236 | )
Other income (expense), net | (272 | ) |  | 1 |  |  | (1 | ) |  | — |  |  | (272 | )
Total interest and other expense, net | (406 | ) |  | (3 | ) |  | (94 | ) |  | — |  |  | (503 | )
Income (loss) before taxes | (407 | ) |  | 217 |  |  | (43 | ) |  | (38 | ) |  | (271 | )
Income tax expense (benefit) | (94 | ) |  | 5 |  |  | 184 |  |  | — |  |  | 95 |
Equity in earnings from subsidiaries | (53 | ) |  | (227 | ) |  | — |  |  | 280 |  |  | — |
Net loss | $ | (366 | ) |  | $ | (15 | ) |  | $ | (227 | ) |  | $ | 242 |  |  | $ | (366 | )
Condensed Consolidating Statement of Comprehensive Income (Loss)
For the three months ended September 29, 2017
| Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Company
| (in millions)
Net income | $ | 681 |  |  | $ | 805 |  |  | $ | 575 |  |  | $ | (1,380 | ) |  | $ | 681 |
Other comprehensive loss, before tax: |  |  |  |  |  |  |  |  |
Foreign currency translation adjustment | (4 | ) |  | (4 | ) |  | (4 | ) |  | 8 |  |  | (4 | )
Net unrealized gain on derivative contracts | 4 |  |  | 3 |  |  | 3 |  |  | (6 | ) |  | 4 |
Net unrealized loss on available-for-sale securities | (1 | ) |  | (1 | ) |  | (1 | ) |  | 2 |  |  | (1 | )
Total other comprehensive loss, before tax | (1 | ) |  | (2 | ) |  | (2 | ) |  | 4 |  |  | (1 | )
Income tax benefit (expense) related to items of other comprehensive loss | — |  |  | — |  |  | (2 | ) |  | 2 |  |  | — |
Other comprehensive loss, net of tax | (1 | ) |  | (2 | ) |  | (4 | ) |  | 6 |  |  | (1 | )
Total comprehensive income | $ | 680 |  |  | $ | 803 |  |  | $ | 571 |  |  | $ | (1,374 | ) |  | $ | 680 |
Condensed Consolidating Statement of Comprehensive Income (Loss)
For the three months ended September 30, 2016
| Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Company
| (in millions)
Net loss | $ | (366 | ) |  | $ | (15 | ) |  | $ | (227 | ) |  | $ | 242 |  |  | $ | (366 | )
Other comprehensive income, before tax: |  |  |  |  |  |  |  |  |
Actuarial pension gain | 5 |  |  | 5 |  |  | 5 |  |  | (10 | ) |  | 5 |
Foreign currency translation adjustment | 17 |  |  | 17 |  |  | 18 |  |  | (35 | ) |  | 17 |
Net unrealized loss on derivative contracts | (4 | ) |  | (4 | ) |  | (4 | ) |  | 8 |  |  | (4 | )
Total other comprehensive income, before tax | 18 |  |  | 18 |  |  | 19 |  |  | (37 | ) |  | 18 |
Income tax expense related to items of other comprehensive income | (6 | ) |  | (7 | ) |  | (8 | ) |  | 15 |  |  | (6 | )
Other comprehensive income, net of tax | 12 |  |  | 11 |  |  | 11 |  |  | (22 | ) |  | 12 |
Total comprehensive loss | $ | (354 | ) |  | $ | (4 | ) |  | $ | (216 | ) |  | $ | 220 |  |  | $ | (354 | )
Condensed Consolidating Statement of Cash Flows
For the three months ended September 29, 2017
| Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Company
| (in millions)
Cash flows from operating activities |  |  |  |  |  |  |  |  |
Net cash provided by (used in) operating activities | $ | (6 | ) |  | $ | 145 |  |  | $ | 1,031 |  |  | $ | (37 | ) |  | $ | 1,133 |
Cash flows from investing activities |  |  |  |  |  |  |  |  |
Purchases of property, plant and equipment | — |  |  | (47 | ) |  | (113 | ) |  | — |  |  | (160 | )
Proceeds from the sale of property, plant and equipment | — |  |  | — |  |  | 5 |  |  | — |  |  | 5 |
Acquisitions, net of cash acquired | — |  |  | (93 | ) |  | — |  |  | — |  |  | (93 | )
Purchases of investments | — |  |  | (10 | ) |  | (28 | ) |  | — |  |  | (38 | )
Proceeds from sale of investments | — |  |  | — |  |  | 14 |  |  | — |  |  | 14 |
Proceeds from maturities of investments | — |  |  | — |  |  | 2 |  |  | — |  |  | 2 |
Notes receivable issuances to Flash Ventures | — |  |  | — |  |  | (229 | ) |  | — |  |  | (229 | )
Notes receivable proceeds from Flash Ventures | — |  |  | — |  |  | 98 |  |  | — |  |  | 98 |
Strategic investments and other, net | — |  |  | — |  |  | 23 |  |  | — |  |  | 23 |
Advances from (to) parent and consolidated affiliates | 60 |  |  | (62 | ) |  | — |  |  | 2 |  |  | — |
Net cash provided by (used in) investing activities | 60 |  |  | (212 | ) |  | (228 | ) |  | 2 |  |  | (378 | )
Cash flows from financing activities |  |  |  |  |  |  |  |  |
Issuance of stock under employee stock plans | 20 |  |  | — |  |  | — |  |  | — |  |  | 20 |
Taxes paid on vested stock awards under employee stock plans | (61 | ) |  | — |  |  | — |  |  | — |  |  | (61 | )
Dividends paid to shareholders | (147 | ) |  | — |  |  | — |  |  | — |  |  | (147 | )
Settlement of debt hedge contracts | 26 |  |  | — |  |  | — |  |  | — |  |  | 26 |
Repayment of debt | (62 | ) |  | — |  |  | — |  |  | — |  |  | (62 | )
Intercompany loan from (to) consolidated affiliates | 300 |  |  | — |  |  | (300 | ) |  | — |  |  | — |
Change in investment in consolidated subsidiaries | 117 |  |  | (129 | ) |  | (23 | ) |  | 35 |  |  | — |
Net cash provided by (used in) financing activities | 193 |  |  | (129 | ) |  | (323 | ) |  | 35 |  |  | (224 | )
Effect of exchange rate changes on cash | — |  |  | — |  |  | 1 |  |  | — |  |  | 1 |
Net increase (decrease) in cash and cash equivalents | 247 |  |  | (196 | ) |  | 481 |  |  | — |  |  | 532 |
Cash and cash equivalents, beginning of year | 18 |  |  | 1,212 |  |  | 5,124 |  |  | — |  |  | 6,354 |
Cash and cash equivalents, end of period | $ | 265 |  |  | $ | 1,016 |  |  | $ | 5,605 |  |  | $ | — |  |  | $ | 6,886 |
Condensed Consolidating Statement of Cash Flows
For the three months ended September 30, 2016
| Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Company
| (in millions)
Cash flows from operating activities |  |  |  |  |  |  |  |  |
Net cash provided by (used in) operating activities | $ | 181 |  |  | $ | (96 | ) |  | $ | 580 |  |  | $ | (225 | ) |  | $ | 440 |
Cash flows from investing activities |  |  |  |  |  |  |  |  |
Purchases of property, plant and equipment | — |  |  | (67 | ) |  | (117 | ) |  | — |  |  | (184 | )
Proceeds from the sale of property, plant and equipment | — |  |  | — |  |  | 1 |  |  | — |  |  | 1 |
Purchases of investments | — |  |  | — |  |  | (84 | ) |  | — |  |  | (84 | )
Proceeds from sale of investments | — |  |  | — |  |  | 39 |  |  | — |  |  | 39 |
Proceeds from maturities of investments | — |  |  | — |  |  | 54 |  |  | — |  |  | 54 |
Investments in Flash Ventures | — |  |  | — |  |  | (20 | ) |  | — |  |  | (20 | )
Notes receivable issuances to Flash Ventures | — |  |  | — |  |  | (127 | ) |  | — |  |  | (127 | )
Notes receivable proceeds from Flash Ventures | — |  |  | — |  |  | 120 |  |  | — |  |  | 120 |
Strategic investments and other, net | (1 | ) |  | — |  |  | — |  |  | — |  |  | (1 | )
Intercompany loans from consolidated affiliates | 770 |  |  | 40 |  |  | — |  |  | (810 | ) |  | — |
Advances from consolidated affiliates | 12 |  |  | 4 |  |  | 6 |  |  | (22 | ) |  | — |
Net cash provided by (used in) investing activities | 781 |  |  | (23 | ) |  | (128 | ) |  | (832 | ) |  | (202 | )
Cash flows from financing activities |  |  |  |  |  |  |  |  |
Issuance of stock under employee stock plans | 24 |  |  | — |  |  | — |  |  | — |  |  | 24 |
Taxes paid on vested stock awards under employee stock plans | (26 | ) |  | — |  |  | — |  |  | — |  |  | (26 | )
Excess tax benefits from employee stock plans | 28 |  |  | — |  |  | — |  |  | — |  |  | 28 |
Proceeds from acquired call option | — |  |  | — |  |  | 61 |  |  | — |  |  | 61 |
Dividends paid to shareholders | (142 | ) |  | — |  |  | — |  |  | — |  |  | (142 | )
Repayment of debt | (4,757 | ) |  | (2,995 | ) |  | (490 | ) |  | — |  |  | (8,242 | )
Proceeds from debt | 3,992 |  |  | — |  |  | — |  |  | — |  |  | 3,992 |
Debt issuance costs | (7 | ) |  | — |  |  | — |  |  | — |  |  | (7 | )
Intercompany loan from (to) consolidated affiliates | — |  |  | (5,966 | ) |  | 5,156 |  |  | 810 |  |  | — |
Change in investment in consolidated subsidiaries | 192 |  |  | 8,697 |  |  | (9,136 | ) |  | 247 |  |  | — |
Net cash used in financing activities | (696 | ) |  | (264 | ) |  | (4,409 | ) |  | 1,057 |  |  | (4,312 | )
Net increase (decrease) in cash and cash equivalents | 266 |  |  | (383 | ) |  | (3,957 | ) |  | — |  |  | (4,074 | )
Cash and cash equivalents, beginning of year | — |  |  | 1,206 |  |  | 6,945 |  |  | — |  |  | 8,151 |
Cash and cash equivalents, end of period | $ | 266 |  |  | $ | 823 |  |  | $ | 2,988 |  |  | $ | — |  |  | $ | 4,077 |

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