Separate Financial Information of Guarantor Subsidiaries (Tables)

6 Months Ended

Dec. 28, 2018

Condensed Financial Information Disclosure [Abstract]



Condensed Consolidating Balance Sheet
As of December 28, 2018

	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Total Company
	(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 Company
	(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 Income Statement



Condensed Consolidating Statement of Operations
For the six months ended December 28, 2018

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total Company
	(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 Company
	(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 Company
	(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 Company
	(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 Company
	(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 Statement of Comprehensive Income



Condensed Consolidating Statement of Comprehensive Income (Loss)
For the six months ended December 28, 2018

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total Company
	(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 Company
	(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 Company
	(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 Cash Flow Statement



Condensed Consolidating Statement of Cash Flows
For the six months ended December 28, 2018

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total Company
	(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 Company
	(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