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Separate Financial Information of Guarantor Subsidiaries | 9 Months Ended
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Mar. 29, 2019
Condensed Financial Information Disclosure [Abstract] |
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 March 29, 2019
| Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Company
| (in millions)
ASSETS
Current assets: |  |  |  |  |  |  |  |  |
Cash and cash equivalents | $ | 9 |  |  | $ | 1,019 |  |  | $ | 2,654 |  |  | $ | — |  |  | $ | 3,682 |
Accounts receivable, net | — |  |  | 645 |  |  | 578 |  |  | — |  |  | 1,223 |
Intercompany receivables | 2,602 |  |  | 5,564 |  |  | 1,924 |  |  | (10,090 | ) |  | — |
Inventories | — |  |  | 1,115 |  |  | 2,517 |  |  | (192 | ) |  | 3,440 |
Loans due from consolidated affiliates | — |  |  | — |  |  | 50 |  |  | (50 | ) |  | — |
Other current assets | 11 |  |  | 273 |  |  | 273 |  |  | — |  |  | 557 |
Total current assets | 2,622 |  |  | 8,616 |  |  | 7,996 |  |  | (10,332 | ) |  | 8,902 |
Property, plant and equipment, net | — |  |  | 1,038 |  |  | 1,993 |  |  | — |  |  | 3,031 |
Notes receivable and investments in Flash Ventures | — |  |  | — |  |  | 2,403 |  |  | — |  |  | 2,403 |
Goodwill | — |  |  | 388 |  |  | 9,687 |  |  | — |  |  | 10,075 |
Other intangible assets, net | — |  |  | 27 |  |  | 1,891 |  |  | — |  |  | 1,918 |
Investments in consolidated subsidiaries | 20,540 |  |  | 16,822 |  |  | — |  |  | (37,362 | ) |  | — |
Loans due from consolidated affiliates | — |  |  | 557 |  |  | — |  |  | (557 | ) |  | — |
Other non-current assets | 56 |  |  | 49 |  |  | 479 |  |  | — |  |  | 584 |
Total assets | $ | 23,218 |  |  | $ | 27,497 |  |  | $ | 24,449 |  |  | $ | (48,251 | ) |  | $ | 26,913 |
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities: |  |  |  |  |  |  |  |  |
Accounts payable | $ | — |  |  | $ | 216 |  |  | $ | 1,361 |  |  | $ | — |  |  | $ | 1,577 |
Accounts payable to related parties | — |  |  | — |  |  | 312 |  |  | — |  |  | 312 |
Intercompany payables | 1,704 |  |  | 3,969 |  |  | 4,417 |  |  | (10,090 | ) |  | — |
Accrued expenses | 169 |  |  | 614 |  |  | 862 |  |  | — |  |  | 1,645 |
Accrued compensation | — |  |  | 264 |  |  | 138 |  |  | — |  |  | 402 |
Loans due to consolidated affiliates | — |  |  | 50 |  |  | — |  |  | (50 | ) |  | — |
Current portion of long-term debt | 276 |  |  | — |  |  | — |  |  | — |  |  | 276 |
Total current liabilities | 2,149 |  |  | 5,113 |  |  | 7,090 |  |  | (10,140 | ) |  | 4,212 |
Long-term debt | 10,277 |  |  | — |  |  | 32 |  |  | — |  |  | 10,309 |
Loans due to consolidated affiliates | 541 |  |  | — |  |  | 16 |  |  | (557 | ) |  | — |
Other liabilities | 37 |  |  | 1,684 |  |  | 457 |  |  | — |  |  | 2,178 |
Total liabilities | 13,004 |  |  | 6,797 |  |  | 7,595 |  |  | (10,697 | ) |  | 16,699 |
Total shareholders’ equity | 10,214 |  |  | 20,700 |  |  | 16,854 |  |  | (37,554 | ) |  | 10,214 |
Total liabilities and shareholders’ equity | $ | 23,218 |  |  | $ | 27,497 |  |  | $ | 24,449 |  |  | $ | (48,251 | ) |  | $ | 26,913 |
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 Consolidating Statement of Operations
For the three months ended March 29, 2019
| Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Company
| (in millions)
Revenue, net | $ | — |  |  | $ | 3,054 |  |  | $ | 3,817 |  |  | $ | (3,197 | ) |  | $ | 3,674 |
Cost of revenue | — |  |  | 2,655 |  |  | 3,667 |  |  | (3,227 | ) |  | 3,095 |
Gross profit | — |  |  | 399 |  |  | 150 |  |  | 30 |  |  | 579 |
Operating expenses: |  |  |  |  |  |  |  |  |
Research and development | — |  |  | 359 |  |  | 185 |  |  | — |  |  | 544 |
Selling, general and administrative | 1 |  |  | 199 |  |  | 153 |  |  | — |  |  | 353 |
Intercompany operating expense (income) | — |  |  | (394 | ) |  | 394 |  |  | — |  |  | — |
Employee termination, asset impairment, and other charges | — |  |  | 42 |  |  | 34 |  |  | — |  |  | 76 |
Total operating expenses | 1 |  |  | 206 |  |  | 766 |  |  | — |  |  | 973 |
Operating income (loss) | (1 | ) |  | 193 |  |  | (616 | ) |  | 30 |  |  | (394 | )
Interest and other income (expense): |  |  |  |  |  |  |  |  |
Interest income | — |  |  | 5 |  |  | 11 |  |  | (3 | ) |  | 13 |
Interest expense | (119 | ) |  | (1 | ) |  | (1 | ) |  | 3 |  |  | (118 | )
Other income, net | — |  |  | — |  |  | 22 |  |  | — |  |  | 22 |
Total interest and other income (expense), net | (119 | ) |  | 4 |  |  | 32 |  |  | — |  |  | (83 | )
Income (loss) before taxes | (120 | ) |  | 197 |  |  | (584 | ) |  | 30 |  |  | (477 | )
Equity in earnings from subsidiaries | (558 | ) |  | (732 | ) |  | — |  |  | 1,290 |  |  | — |
Income tax expense (benefit) | (97 | ) |  | 52 |  |  | 149 |  |  | — |  |  | 104 |
Net loss | $ | (581 | ) |  | $ | (587 | ) |  | $ | (733 | ) |  | $ | 1,320 |  |  | $ | (581 | )
Condensed Consolidating Statement of Operations
For the nine months ended March 29, 2019
| Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Company
| (in millions)
Revenue, net | $ | — |  |  | $ | 9,931 |  |  | $ | 13,670 |  |  | $ | (10,666 | ) |  | $ | 12,935 |
Cost of revenue | — |  |  | 8,602 |  |  | 11,706 |  |  | (10,660 | ) |  | 9,648 |
Gross profit | — |  |  | 1,329 |  |  | 1,964 |  |  | (6 | ) |  | 3,287 |
Operating expenses: |  |  |  |  |  |  |  |  |
Research and development | — |  |  | 1,056 |  |  | 603 |  |  | — |  |  | 1,659 |
Selling, general and administrative | 2 |  |  | 664 |  |  | 352 |  |  | — |  |  | 1,018 |
Intercompany operating expense (income) | — |  |  | (1,148 | ) |  | 1,148 |  |  | — |  |  | — |
Employee termination, asset impairment, and other charges | — |  |  | 80 |  |  | 62 |  |  | — |  |  | 142 |
Total operating expenses | 2 |  |  | 652 |  |  | 2,165 |  |  | — |  |  | 2,819 |
Operating income (loss) | (2 | ) |  | 677 |  |  | (201 | ) |  | (6 | ) |  | 468 |
Interest and other income (expense): |  |  |  |  |  |  |  |  |
Interest income | 10 |  |  | 12 |  |  | 35 |  |  | (14 | ) |  | 43 |
Interest expense | (353 | ) |  | (9 | ) |  | (4 | ) |  | 14 |  |  | (352 | )
Other income (expense), net | 1 |  |  | (2 | ) |  | 29 |  |  | — |  |  | 28 |
Total interest and other income (expense), net | (342 | ) |  | 1 |  |  | 60 |  |  | — |  |  | (281 | )
Income (loss) before taxes | (344 | ) |  | 678 |  |  | (141 | ) |  | (6 | ) |  | 187 |
Equity in earnings from subsidiaries | (551 | ) |  | (520 | ) |  | — |  |  | 1,071 |  |  | — |
Income tax expense (benefit) | (338 | ) |  | 702 |  |  | 380 |  |  | — |  |  | 744 |
Net loss | $ | (557 | ) |  | $ | (544 | ) |  | $ | (521 | ) |  | $ | 1,065 |  |  | $ | (557 | )
Condensed Consolidating Statement of Operations
For the three months ended March 30, 2018
| Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Company
| (in millions)
Revenue, net | $ | — |  |  | $ | 3,685 |  |  | $ | 4,924 |  |  | $ | (3,596 | ) |  | $ | 5,013 |
Cost of revenue | — |  |  | 3,209 |  |  | 3,499 |  |  | (3,622 | ) |  | 3,086 |
Gross profit | — |  |  | 476 |  |  | 1,425 |  |  | 26 |  |  | 1,927 |
Operating expenses: |  |  |  |  |  |  |  |  |
Research and development | — |  |  | 361 |  |  | 241 |  |  | — |  |  | 602 |
Selling, general and administrative | 3 |  |  | 264 |  |  | 109 |  |  | — |  |  | 376 |
Intercompany operating expense (income) | (12 | ) |  | (391 | ) |  | 403 |  |  | — |  |  | — |
Employee termination, asset impairment, and other charges | 1 |  |  | 9 |  |  | 25 |  |  | — |  |  | 35 |
Total operating expenses | (8 | ) |  | 243 |  |  | 778 |  |  | — |  |  | 1,013 |
Operating income | 8 |  |  | 233 |  |  | 647 |  |  | 26 |  |  | 914 |
Interest and other income (expense): |  |  |  |  |  |  |  |  |
Interest income | 42 |  |  | 2 |  |  | 12 |  |  | (40 | ) |  | 16 |
Interest expense | (160 | ) |  | (5 | ) |  | (35 | ) |  | 40 |  |  | (160 | )
Other expense, net | (894 | ) |  | (7 | ) |  | (7 | ) |  | 10 |  |  | (898 | )
Total interest and other expense, net | (1,012 | ) |  | (10 | ) |  | (30 | ) |  | 10 |  |  | (1,042 | )
Income (loss) before taxes | (1,004 | ) |  | 223 |  |  | 617 |  |  | 36 |  |  | (128 | )
Equity in earnings from subsidiaries | 837 |  |  | 562 |  |  | — |  |  | (1,399 | ) |  | — |
Income tax expense (benefit) | (228 | ) |  | 22 |  |  | 17 |  |  | — |  |  | (189 | )
Net income | $ | 61 |  |  | $ | 763 |  |  | $ | 600 |  |  | $ | (1,363 | ) |  | $ | 61 |
Condensed Consolidating Statement of Operations
For the nine months ended March 30, 2018
| Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Company
| (in millions)
Revenue, net | $ | — |  |  | $ | 11,159 |  |  | $ | 15,178 |  |  | $ | (10,807 | ) |  | $ | 15,530 |
Cost of revenue | — |  |  | 9,665 |  |  | 10,849 |  |  | (10,837 | ) |  | 9,677 |
Gross profit | — |  |  | 1,494 |  |  | 4,329 |  |  | 30 |  |  | 5,853 |
Operating expenses: |  |  |  |  |  |  |  |  |
Research and development | — |  |  | 1,142 |  |  | 681 |  |  | — |  |  | 1,823 |
Selling, general and administrative | 6 |  |  | 798 |  |  | 317 |  |  | — |  |  | 1,121 |
Intercompany operating expense (income) | (12 | ) |  | (1,221 | ) |  | 1,233 |  |  | — |  |  | — |
Employee termination, asset impairment, and other charges | 1 |  |  | 30 |  |  | 104 |  |  | — |  |  | 135 |
Total operating expenses | (5 | ) |  | 749 |  |  | 2,335 |  |  | — |  |  | 3,079 |
Operating income | 5 |  |  | 745 |  |  | 1,994 |  |  | 30 |  |  | 2,774 |
Interest and other income (expense): |  |  |  |  |  |  |  |  |
Interest income | 189 |  |  | 6 |  |  | 38 |  |  | (187 | ) |  | 46 |
Interest expense | (561 | ) |  | (15 | ) |  | (173 | ) |  | 187 |  |  | (562 | )
Other income (expense), net | (902 | ) |  | — |  |  | (10 | ) |  | 10 |  |  | (902 | )
Total interest and other expense, net | (1,274 | ) |  | (9 | ) |  | (145 | ) |  | 10 |  |  | (1,418 | )
Income (loss) before taxes | (1,269 | ) |  | 736 |  |  | 1,849 |  |  | 40 |  |  | 1,356 |
Equity in earnings from subsidiaries | 869 |  |  | 1,747 |  |  | — |  |  | (2,616 | ) |  | — |
Income tax expense (benefit) | (319 | ) |  | 1,677 |  |  | 79 |  |  | — |  |  | 1,437 |
Net income (loss) | $ | (81 | ) |  | $ | 806 |  |  | $ | 1,770 |  |  | $ | (2,576 | ) |  | $ | (81 | )
Condensed Consolidating Statement of Comprehensive Income (Loss)
For the three months ended March 29, 2019
| Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Company
| (in millions)
Net loss | $ | (581 | ) |  | $ | (587 | ) |  | $ | (733 | ) |  | $ | 1,320 |  |  | $ | (581 | )
Other comprehensive income (loss), before tax: |  |  |  |  |  |  |  |  |
Actuarial pension gain | — |  |  | — |  |  | — |  |  | — |  |  | — |
Foreign currency translation adjustment | (2 | ) |  | (2 | ) |  | (2 | ) |  | 4 |  |  | (2 | )
Net unrealized gain (loss), on derivative contracts and available-for-sale securities | (24 | ) |  | 1 |  |  | 1 |  |  | (2 | ) |  | (24 | )
Total other comprehensive income (loss), before tax | (26 | ) |  | (1 | ) |  | (1 | ) |  | 2 |  |  | (26 | )
Income tax benefit (expense) related to items of other comprehensive income (loss) | 5 |  |  | — |  |  | — |  |  | 1 |  |  | 6 |
Other comprehensive income (loss), net of tax | (21 | ) |  | (1 | ) |  | (1 | ) |  | 3 |  |  | (20 | )
Total comprehensive loss | $ | (602 | ) |  | $ | (588 | ) |  | $ | (734 | ) |  | $ | 1,323 |  |  | $ | (601 | )
Condensed Consolidating Statement of Comprehensive Income (Loss)
For the nine months ended March 29, 2019
| Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Company
| (in millions)
Net loss | $ | (557 | ) |  | $ | (544 | ) |  | $ | (521 | ) |  | $ | 1,065 |  |  | $ | (557 | )
Other comprehensive income (loss), before tax: |  |  |  |  |  |  |  |  |
Actuarial pension gain | 1 |  |  | 1 |  |  | 1 |  |  | (2 | ) |  | 1 |
Foreign currency translation adjustment | (8 | ) |  | (4 | ) |  | (4 | ) |  | 8 |  |  | (8 | )
Net unrealized gain (loss), on derivative contracts and available-for-sale securities | (18 | ) |  | 23 |  |  | 21 |  |  | (44 | ) |  | (18 | )
Total other comprehensive income (loss), before tax | (25 | ) |  | 20 |  |  | 18 |  |  | (38 | ) |  | (25 | )
Income tax benefit (expense) related to items of other comprehensive income (loss) | 9 |  |  | (2 | ) |  | (1 | ) |  | 3 |  |  | 9 |
Other comprehensive income (loss), net of tax | (16 | ) |  | 18 |  |  | 17 |  |  | (35 | ) |  | (16 | )
Total comprehensive loss | $ | (573 | ) |  | $ | (526 | ) |  | $ | (504 | ) |  | $ | 1,030 |  |  | $ | (573 | )
Condensed Consolidating Statement of Comprehensive Income (Loss)
For the three months ended March 30, 2018
| Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Company
| (in millions)
Net income | $ | 61 |  |  | $ | 763 |  |  | $ | 600 |  |  | $ | (1,363 | ) |  | $ | 61 |
Other comprehensive income, before tax: |  |  |  |  |  |  |  |  |
Actuarial pension gain | 1 |  |  | 1 |  |  | 1 |  |  | (2 | ) |  | 1 |
Foreign currency translation adjustment | 76 |  |  | 75 |  |  | 75 |  |  | (150 | ) |  | 76 |
Net unrealized gain on derivative contracts and available-for-sale securities | 18 |  |  | 10 |  |  | 11 |  |  | (21 | ) |  | 18 |
Total other comprehensive income, before tax | 95 |  |  | 86 |  |  | 87 |  |  | (173 | ) |  | 95 |
Income tax expense related to items of other comprehensive income | (3 | ) |  | (2 | ) |  | (3 | ) |  | 5 |  |  | (3 | )
Other comprehensive income, net of tax | 92 |  |  | 84 |  |  | 84 |  |  | (168 | ) |  | 92 |
Total comprehensive income | $ | 153 |  |  | $ | 847 |  |  | $ | 684 |  |  | $ | (1,531 | ) |  | $ | 153 |
Condensed Consolidating Statement of Comprehensive Income (Loss)
For the nine months ended March 30, 2018
| Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Company
| (in millions)
Net income (loss) | $ | (81 | ) |  | $ | 806 |  |  | $ | 1,770 |  |  | $ | (2,576 | ) |  | $ | (81 | )
Other comprehensive income, before tax: |  |  |  |  |  |  |  |  |
Actuarial pension gain | 1 |  |  | 1 |  |  | 1 |  |  | (2 | ) |  | 1 |
Foreign currency translation adjustment | 78 |  |  | 76 |  |  | 76 |  |  | (152 | ) |  | 78 |
Net unrealized gain on derivative contracts and available-for-sale securities | 31 |  |  | 15 |  |  | 16 |  |  | (31 | ) |  | 31 |
Total other comprehensive income, before tax | 110 |  |  | 92 |  |  | 93 |  |  | (185 | ) |  | 110 |
Income tax expense related to items of other comprehensive income | (6 | ) |  | (2 | ) |  | (4 | ) |  | 6 |  |  | (6 | )
Other comprehensive income, net of tax | 104 |  |  | 90 |  |  | 89 |  |  | (179 | ) |  | 104 |
Total comprehensive income | $ | 23 |  |  | $ | 896 |  |  | $ | 1,859 |  |  | $ | (2,755 | ) |  | $ | 23 |
Condensed Consolidating Statement of Cash Flows
For the nine months ended March 29, 2019
| Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Company
| (in millions)
Cash flows from operating activities |  |  |  |  |  |  |  |  |
Net cash provided by (used in) operating activities | $ | 87 |  |  | $ | (1,115 | ) |  | $ | 2,461 |  |  | $ | (55 | ) |  | $ | 1,378 |
Cash flows from investing activities |  |  |  |  |  |  |  |  |
Purchases of property, plant and equipment | — |  |  | (198 | ) |  | (524 | ) |  | — |  |  | (722 | )
Proceeds from the sale of property, plant and equipment | — |  |  | — |  |  | 3 |  |  | — |  |  | 3 |
Purchases of investments | — |  |  | (11 | ) |  | (58 | ) |  | — |  |  | (69 | )
Proceeds from sale of investments | — |  |  | — |  |  | 49 |  |  | — |  |  | 49 |
Proceeds from maturities of investments | — |  |  | — |  |  | 7 |  |  | — |  |  | 7 |
Notes receivable issuances to Flash Ventures | — |  |  | — |  |  | (858 | ) |  | — |  |  | (858 | )
Notes receivable proceeds from Flash Ventures | — |  |  | — |  |  | 570 |  |  | — |  |  | 570 |
Strategic investments and other, net | — |  |  | 1 |  |  | (23 | ) |  | — |  |  | (22 | )
Intercompany loan from (to) consolidated affiliates | 943 |  |  | (541 | ) |  | — |  |  | (402 | ) |  | — |
Advances from (to) parent and consolidated affiliates | (243 | ) |  | 243 |  |  | — |  |  | — |  |  | — |
Net cash provided by (used in) investing activities | 700 |  |  | (506 | ) |  | (834 | ) |  | (402 | ) |  | (1,042 | )
Cash flows from financing activities |  |  |  |  |  |  | — |  |  |
Issuance of stock under employee stock plans | 66 |  |  | — |  |  | — |  |  | — |  |  | 66 |
Taxes paid on vested stock awards under employee stock plans | (109 | ) |  | — |  |  | — |  |  | — |  |  | (109 | )
Repurchases of common stock | (563 | ) |  | — |  |  | — |  |  | — |  |  | (563 | )
Repayment of revolving credit facility | — |  |  | — |  |  | — |  |  | — |  |  | — |
Dividends paid to shareholders | (438 | ) |  | — |  |  | — |  |  | — |  |  | (438 | )
Repayment of debt | (113 | ) |  | — |  |  | — |  |  | — |  |  | (113 | )
Proceeds from (repayment of) revolving credit facility | (500 | ) |  | — |  |  | — |  |  | — |  |  | (500 | )
Intercompany loan from (to) consolidated affiliates | 541 |  |  | (377 | ) |  | (566 | ) |  | 402 |  |  | — |
Change in investment in consolidated subsidiaries | 298 |  |  | 2,349 |  |  | (2,702 | ) |  | 55 |  |  | — |
Net cash provided by (used in) financing activities | (818 | ) |  | 1,972 |  |  | (3,268 | ) |  | 457 |  |  | (1,657 | )
Effect of exchange rate changes on cash | — |  |  | — |  |  | (2 | ) |  | — |  |  | (2 | )
Net increase (decrease) in cash and cash equivalents | (31 | ) |  | 351 |  |  | (1,643 | ) |  | — |  |  | (1,323 | )
Cash and cash equivalents, beginning of year | 40 |  |  | 668 |  |  | 4,297 |  |  | — |  |  | 5,005 |
Cash and cash equivalents, end of period | $ | 9 |  |  | $ | 1,019 |  |  | $ | 2,654 |  |  | $ | — |  |  | $ | 3,682 |
Condensed Consolidating Statement of Cash Flows
For the nine months ended March 30, 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 | $ | (130 | ) |  | $ | 405 |  |  | $ | 3,284 |  |  | $ | (217 | ) |  | $ | 3,342 |
Cash flows from investing activities |  |  |  |  |  |  |  |  |
Purchases of property, plant and equipment | — |  |  | (162 | ) |  | (481 | ) |  | — |  |  | (643 | )
Proceeds from the sale of property, plant and equipment | — |  |  | — |  |  | 24 |  |  | — |  |  | 24 |
Acquisitions, net of cash acquired | — |  |  | (93 | ) |  | (6 | ) |  | — |  |  | (99 | )
Purchases of investments | — |  |  | (11 | ) |  | (55 | ) |  | — |  |  | (66 | )
Proceeds from sale of investments | — |  |  | — |  |  | 39 |  |  | — |  |  | 39 |
Proceeds from maturities of investments | — |  |  | — |  |  | 16 |  |  | — |  |  | 16 |
Notes receivable issuances to Flash Ventures | — |  |  | — |  |  | (1,015 | ) |  | — |  |  | (1,015 | )
Notes receivable proceeds from Flash Ventures | — |  |  | — |  |  | 308 |  |  | — |  |  | 308 |
Strategic investments and other, net | — |  |  | (1 | ) |  | 31 |  |  | — |  |  | 30 |
Intercompany loan from consolidated affiliates | 3,295 |  |  | — |  |  | — |  |  | (3,295 | ) |  | — |
Advances from (to) parent and consolidated affiliates | (47 | ) |  | 47 |  |  | — |  |  | — |  |  | — |
Net cash provided by (used in) investing activities | 3,248 |  |  | (220 | ) |  | (1,139 | ) |  | (3,295 | ) |  | (1,406 | )
Cash flows from financing activities |  |  |  |  |  |  |  |  |
Issuance of stock under employee stock plans | 146 |  |  | — |  |  | — |  |  | — |  |  | 146 |
Taxes paid on vested stock awards under employee stock plans | (164 | ) |  | — |  |  | — |  |  | — |  |  | (164 | )
Repurchases of common stock | (155 | ) |  | — |  |  | — |  |  | — |  |  | (155 | )
Dividends paid to shareholders | (443 | ) |  | — |  |  | — |  |  | — |  |  | (443 | )
Settlement of debt hedge contracts | 28 |  |  | — |  |  | — |  |  | — |  |  | 28 |
Repayment of debt | (14,581 | ) |  | — |  |  | — |  |  | — |  |  | (14,581 | )
Proceeds from debt | 11,384 |  |  | — |  |  | — |  |  | — |  |  | 11,384 |
Proceeds from (repayment of) revolving credit facility | 500 |  |  | — |  |  | — |  |  | — |  |  | 500 |
Debt issuance costs | (52 | ) |  | — |  |  | — |  |  | — |  |  | (52 | )
Intercompany loan to consolidated affiliates | — |  |  | (205 | ) |  | (3,090 | ) |  | 3,295 |  |  | — |
Change in investment in consolidated subsidiaries | 319 |  |  | (463 | ) |  | (73 | ) |  | 217 |  |  | — |
Net cash used in financing activities | (3,018 | ) |  | (668 | ) |  | (3,163 | ) |  | 3,512 |  |  | (3,337 | )
Effect of exchange rate changes on cash | — |  |  | — |  |  | 10 |  |  | — |  |  | 10 |
Net increase (decrease) in cash and cash equivalents | 100 |  |  | (483 | ) |  | (1,008 | ) |  | — |  |  | (1,391 | )
Cash and cash equivalents, beginning of year | 18 |  |  | 1,212 |  |  | 5,124 |  |  | — |  |  | 6,354 |
Cash and cash equivalents, end of period | $ | 118 |  |  | $ | 729 |  |  | $ | 4,116 |  |  | $ | — |  |  | $ | 4,963 |

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- Definition Tabular disclosure of condensed financial statements, including, but not limited to, the balance sheet, income statement, and statement of cash flows. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 3 -Paragraph i -Subsection 10 + Details
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