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v3.19.3

Separate Financial Information of Guarantor Subsidiaries (Tables) | 3 Months Ended
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Oct. 04, 2019
Condensed Financial Information Disclosure [Abstract] |
Condensed Balance Sheet |
Condensed Consolidating Balance Sheet
As of October 4, 2019
| Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Company
| (in millions)
ASSETS
Current assets: |  |  |  |  |  |  |  |  |
Cash and cash equivalents | $ | 7 |  |  | $ | 579 |  |  | $ | 2,662 |  |  | $ | — |  |  | $ | 3,248 |
Accounts receivable, net | — |  |  | 1,031 |  |  | 417 |  |  | — |  |  | 1,448 |
Intercompany receivables | 2,514 |  |  | 6,248 |  |  | 1,738 |  |  | (10,500 | ) |  | — |
Inventories | — |  |  | 797 |  |  | 2,602 |  |  | (112 | ) |  | 3,287 |
Loans due from consolidated affiliates | — |  |  | — |  |  | 58 |  |  | (58 | ) |  | — |
Other current assets | — |  |  | 263 |  |  | 254 |  |  | — |  |  | 517 |
Total current assets | 2,521 |  |  | 8,918 |  |  | 7,731 |  |  | (10,670 | ) |  | 8,500 |
Property, plant and equipment, net | — |  |  | 857 |  |  | 1,939 |  |  | — |  |  | 2,796 |
Notes receivable and investments in Flash Ventures | — |  |  | — |  |  | 2,629 |  |  | — |  |  | 2,629 |
Goodwill | — |  |  | 390 |  |  | 9,700 |  |  | — |  |  | 10,090 |
Other intangible assets, net | — |  |  | 19 |  |  | 1,495 |  |  | — |  |  | 1,514 |
Investments in consolidated subsidiaries | 20,616 |  |  | 15,884 |  |  | — |  |  | (36,500 | ) |  | — |
Loans due from consolidated affiliates | — |  |  | 1,164 |  |  | — |  |  | (1,164 | ) |  | — |
Other non-current assets | 58 |  |  | 237 |  |  | 456 |  |  | — |  |  | 751 |
Total assets | $ | 23,195 |  |  | $ | 27,469 |  |  | $ | 23,950 |  |  | $ | (48,334 | ) |  | $ | 26,280 |
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities: |  |  |  |  |  |  |  |  |
Accounts payable | $ | — |  |  | $ | 166 |  |  | $ | 1,558 |  |  | $ | — |  |  | $ | 1,724 |
Accounts payable to related parties | — |  |  | 42 |  |  | 465 |  |  | — |  |  | 507 |
Intercompany payables | 2,067 |  |  | 3,702 |  |  | 4,731 |  |  | (10,500 | ) |  | — |
Accrued expenses | 174 |  |  | 689 |  |  | 511 |  |  | — |  |  | 1,374 |
Accrued compensation | — |  |  | 263 |  |  | 169 |  |  | — |  |  | 432 |
Loans due to consolidated affiliates | — |  |  | 58 |  |  | — |  |  | (58 | ) |  | — |
Current portion of long-term debt | 251 |  |  | — |  |  | — |  |  | — |  |  | 251 |
Total current liabilities | 2,492 |  |  | 4,920 |  |  | 7,434 |  |  | (10,558 | ) |  | 4,288 |
Long-term debt | 9,927 |  |  | — |  |  | 34 |  |  | — |  |  | 9,961 |
Loans due to consolidated affiliates | 1,141 |  |  | — |  |  | 23 |  |  | (1,164 | ) |  | — |
Other liabilities | 69 |  |  | 1,853 |  |  | 543 |  |  | — |  |  | 2,465 |
Total liabilities | 13,629 |  |  | 6,773 |  |  | 8,034 |  |  | (11,722 | ) |  | 16,714 |
Total shareholders’ equity | 9,566 |  |  | 20,696 |  |  | 15,916 |  |  | (36,612 | ) |  | 9,566 |
Total liabilities and shareholders’ equity | $ | 23,195 |  |  | $ | 27,469 |  |  | $ | 23,950 |  |  | $ | (48,334 | ) |  | $ | 26,280 |
Condensed Consolidating Balance Sheet
As of June 28, 2019
| Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Company
| (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 Income Statement |
Condensed Consolidating Statement of Operations
For the three months ended October 4, 2019
| Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Company
| (in millions)
Revenue, net | $ | — |  |  | $ | 3,361 |  |  | $ | 3,984 |  |  | $ | (3,305 | ) |  | $ | 4,040 |
Cost of revenue | — |  |  | 2,952 |  |  | 3,690 |  |  | (3,360 | ) |  | 3,282 |
Gross profit | — |  |  | 409 |  |  | 294 |  |  | 55 |  |  | 758 |
Operating expenses: |  |  |  |  |  |  |  |  |
Research and development | — |  |  | 364 |  |  | 210 |  |  | — |  |  | 574 |
Selling, general and administrative | 1 |  |  | 203 |  |  | 101 |  |  | — |  |  | 305 |
Intercompany operating expense (income) | 3 |  |  | (425 | ) |  | 422 |  |  | — |  |  | — |
Employee termination, asset impairment, and other charges | — |  |  | — |  |  | 8 |  |  | — |  |  | 8 |
Total operating expenses | 4 |  |  | 142 |  |  | 741 |  |  | — |  |  | 887 |
Operating income (loss) | (4 | ) |  | 267 |  |  | (447 | ) |  | 55 |  |  | (129 | )
Interest and other income (expense): |  |  |  |  |  |  |  |  |
Interest income | — |  |  | 12 |  |  | 10 |  |  | (10 | ) |  | 12 |
Interest expense | (131 | ) |  | — |  |  | (1 | ) |  | 10 |  |  | (122 | )
Other income, net | — |  |  | — |  |  | 2 |  |  | — |  |  | 2 |
Total interest and other income (expense), net | (131 | ) |  | 12 |  |  | 11 |  |  | — |  |  | (108 | )
Income (loss) before taxes | (135 | ) |  | 279 |  |  | (436 | ) |  | 55 |  |  | (237 | )
Equity in earnings from subsidiaries | (164 | ) |  | (460 | ) |  | — |  |  | 624 |  |  | — |
Income tax expense (benefit) | (23 | ) |  | 39 |  |  | 23 |  |  | — |  |  | 39 |
Net loss | $ | (276 | ) |  | $ | (220 | ) |  | $ | (459 | ) |  | $ | 679 |  |  | $ | (276 | )
Condensed Consolidating Statement of Operations
For the three months ended September 28, 2018
| Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Company
| (in millions)
Revenue, net | $ | — |  |  | $ | 3,485 |  |  | $ | 4,996 |  |  | $ | (3,453 | ) |  | $ | 5,028 |
Cost of revenue | — |  |  | 3,005 |  |  | 3,824 |  |  | (3,465 | ) |  | 3,364 |
Gross profit | — |  |  | 480 |  |  | 1,172 |  |  | 12 |  |  | 1,664 |
Operating expenses: |  |  |  |  |  |  |  |  |
Research and development | — |  |  | 363 |  |  | 213 |  |  | — |  |  | 576 |
Selling, general and administrative | 1 |  |  | 251 |  |  | 104 |  |  | — |  |  | 356 |
Intercompany operating expense (income) | — |  |  | (407 | ) |  | 407 |  |  | — |  |  | — |
Employee termination, asset impairment, and other charges | — |  |  | 32 |  |  | 14 |  |  | — |  |  | 46 |
Total operating expenses | 1 |  |  | 239 |  |  | 738 |  |  | — |  |  | 978 |
Operating income (loss) | (1 | ) |  | 241 |  |  | 434 |  |  | 12 |  |  | 686 |
Interest and other income (expense): |  |  |  |  |  |  |  |  |
Interest income | 8 |  |  | 3 |  |  | 12 |  |  | (8 | ) |  | 15 |
Interest expense | (116 | ) |  | (6 | ) |  | (2 | ) |  | 8 |  |  | (116 | )
Other income (expense), net | 1 |  |  | — |  |  | (1 | ) |  | (2 | ) |  | (2 | )
Total interest and other income (expense), net | (107 | ) |  | (3 | ) |  | 9 |  |  | (2 | ) |  | (103 | )
Income (loss) before taxes | (108 | ) |  | 238 |  |  | 443 |  |  | 10 |  |  | 583 |
Equity in earnings from subsidiaries | 475 |  |  | 345 |  |  | — |  |  | (820 | ) |  | — |
Income tax expense (benefit) | (144 | ) |  | 118 |  |  | 98 |  |  | — |  |  | 72 |
Net income | $ | 511 |  |  | $ | 465 |  |  | $ | 345 |  |  | $ | (810 | ) |  | $ | 511 |
Condensed Statement of Comprehensive Income |
Condensed Consolidating Statement of Comprehensive Income (Loss)
For the three months ended October 4, 2019
| Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Company
| (in millions)
Net loss | $ | (276 | ) |  | $ | (220 | ) |  | $ | (459 | ) |  | $ | 679 |  |  | $ | (276 | )
Other comprehensive loss, before tax: |  |  |  |  |  |  |  |  |
Actuarial pension gain | 1 |  |  | 1 |  |  | 1 |  |  | (2 | ) |  | 1 |
Foreign currency translation adjustment | 5 |  |  | 5 |  |  | 5 |  |  | (10 | ) |  | 5 |
Net unrealized loss, on derivative contracts and available-for-sale securities | (33 | ) |  | (8 | ) |  | (9 | ) |  | 17 |  |  | (33 | )
Total other comprehensive loss, before tax | (27 | ) |  | (2 | ) |  | (3 | ) |  | 5 |  |  | (27 | )
Income tax benefit (expense) related to items of other comprehensive loss | 5 |  |  | (1 | ) |  | (1 | ) |  | 2 |  |  | 5 |
Other comprehensive loss, net of tax | (22 | ) |  | (3 | ) |  | (4 | ) |  | 7 |  |  | (22 | )
Total comprehensive loss | $ | (298 | ) |  | $ | (223 | ) |  | $ | (463 | ) |  | $ | 686 |  |  | $ | (298 | )
Condensed Consolidating Statement of Comprehensive Income (Loss)
For the three months ended September 28, 2018
| Parent |  | Guarantor Subsidiaries |  | Non-Guarantor Subsidiaries |  | Eliminations |  | Total Company
| (in millions)
Net income | $ | 511 |  |  | $ | 465 |  |  | $ | 345 |  |  | $ | (810 | ) |  | $ | 511 |
Other comprehensive loss, before tax: |  |  |  |  |  |  |  |  |
Foreign currency translation adjustment | (37 | ) |  | (34 | ) |  | (34 | ) |  | 68 |  |  | (37 | )
Net unrealized loss, on derivative contracts and available-for-sale securities | (1 | ) |  | (8 | ) |  | (10 | ) |  | 18 |  |  | (1 | )
Total other comprehensive loss, before tax | (38 | ) |  | (42 | ) |  | (44 | ) |  | 86 |  |  | (38 | )
Income tax benefit related to items of other comprehensive loss | 1 |  |  | — |  |  | 1 |  |  | (1 | ) |  | 1 |
Other comprehensive loss, net of tax | (37 | ) |  | (42 | ) |  | (43 | ) |  | 85 |  |  | (37 | )
Total comprehensive income | $ | 474 |  |  | $ | 423 |  |  | $ | 302 |  |  | $ | (725 | ) |  | $ | 474 |
Condensed Cash Flow Statement |
Condensed Consolidating Statement of Cash Flows
For the three months ended October 4, 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 | $ | (178 | ) |  | $ | 204 |  |  | $ | 200 |  |  | $ | 27 |  |  | $ | 253 |
Cash flows from investing activities |  |  |  |  |  |  |  |  |
Purchases of property, plant and equipment | — |  |  | (46 | ) |  | (99 | ) |  | — |  |  | (145 | )
Acquisitions, net of cash acquired | — |  |  | (2 | ) |  | (20 | ) |  | — |  |  | (22 | )
Notes receivable issuances to Flash Ventures | — |  |  | — |  |  | (171 | ) |  | — |  |  | (171 | )
Notes receivable proceeds from Flash Ventures | — |  |  | — |  |  | 357 |  |  | — |  |  | 357 |
Strategic investments and other, net | — |  |  | — |  |  | 15 |  |  | — |  |  | 15 |
Intercompany loan from (to) consolidated affiliates | — |  |  | (490 | ) |  | (8 | ) |  | 498 |  |  | — |
Advances from (to) parent and consolidated affiliates | 126 |  |  | (126 | ) |  | — |  |  | — |  |  | — |
Net cash provided by (used in) investing activities | 126 |  |  | (664 | ) |  | 74 |  |  | 498 |  |  | 34 |
Cash flows from financing activities |  |  |  |  |  |  | — |  |  |
Issuance of stock under employee stock plans | 26 |  |  | — |  |  | — |  |  | — |  |  | 26 |
Taxes paid on vested stock awards under employee stock plans | (52 | ) |  | — |  |  | — |  |  | — |  |  | (52 | )
Dividends paid to shareholders | (147 | ) |  | — |  |  | — |  |  | — |  |  | (147 | )
Repayment of debt | (319 | ) |  | — |  |  | — |  |  | — |  |  | (319 | )
Intercompany loan from (to) consolidated affiliates | 467 |  |  | 8 |  |  | 23 |  |  | (498 | ) |  | — |
Change in investment in consolidated subsidiaries | 76 |  |  | 46 |  |  | (95 | ) |  | (27 | ) |  | — |
Net cash provided by (used in) financing activities | 51 |  |  | 54 |  |  | (72 | ) |  | (525 | ) |  | (492 | )
Effect of exchange rate changes on cash | — |  |  | — |  |  | (2 | ) |  | — |  |  | (2 | )
Net increase (decrease) in cash and cash equivalents | (1 | ) |  | (406 | ) |  | 200 |  |  | — |  |  | (207 | )
Cash and cash equivalents, beginning of year | 8 |  |  | 985 |  |  | 2,462 |  |  | — |  |  | 3,455 |
Cash and cash equivalents, end of period | $ | 7 |  |  | $ | 579 |  |  | $ | 2,662 |  |  | $ | — |  |  | $ | 3,248 |
Condensed Consolidating Statement of Cash Flows
For the three months ended September 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 | $ | (101 | ) |  | $ | (691 | ) |  | $ | 1,244 |  |  | $ | 253 |  |  | $ | 705 |
Cash flows from investing activities |  |  |  |  |  |  |  |  |
Purchases of property, plant and equipment | — |  |  | (63 | ) |  | (214 | ) |  | — |  |  | (277 | )
Purchases of investments | — |  |  | (2 | ) |  | (9 | ) |  | — |  |  | (11 | )
Proceeds from sale of investments | — |  |  | — |  |  | 6 |  |  | — |  |  | 6 |
Proceeds from maturities of investments | — |  |  | — |  |  | 3 |  |  | — |  |  | 3 |
Notes receivable issuances to Flash Ventures | — |  |  | — |  |  | (115 | ) |  | — |  |  | (115 | )
Notes receivable proceeds from Flash Ventures | — |  |  | — |  |  | 144 |  |  | — |  |  | 144 |
Strategic investments and other, net | — |  |  | — |  |  | (9 | ) |  | — |  |  | (9 | )
Intercompany loan from (to) consolidated affiliates | 696 |  |  | — |  |  | — |  |  | (696 | ) |  | — |
Advances from (to) parent and consolidated affiliates | 97 |  |  | (97 | ) |  | — |  |  | — |  |  | — |
Net cash provided by (used in) investing activities | 793 |  |  | (162 | ) |  | (194 | ) |  | (696 | ) |  | (259 | )
Cash flows from financing activities |  |  |  |  |  |  |  |  |
Issuance of stock under employee stock plans | 8 |  |  | — |  |  | — |  |  | — |  |  | 8 |
Taxes paid on vested stock awards under employee stock plans | (66 | ) |  | — |  |  | — |  |  | — |  |  | (66 | )
Repurchases of common stock | (563 | ) |  | — |  |  | — |  |  | — |  |  | (563 | )
Dividends paid to shareholders | (148 | ) |  | — |  |  | — |  |  | — |  |  | (148 | )
Repayment of debt | (38 | ) |  | — |  |  | — |  |  | — |  |  | (38 | )
Intercompany loan from (to) consolidated affiliates | — |  |  | (180 | ) |  | (516 | ) |  | 696 |  |  | — |
Change in investment in consolidated subsidiaries | 80 |  |  | 1,426 |  |  | (1,253 | ) |  | (253 | ) |  | — |
Net cash provided by (used in) financing activities | (727 | ) |  | 1,246 |  |  | (1,769 | ) |  | 443 |  |  | (807 | )
Effect of exchange rate changes on cash | — |  |  | — |  |  | 2 |  |  | — |  |  | 2 |
Net increase (decrease) in cash and cash equivalents | (35 | ) |  | 393 |  |  | (717 | ) |  | — |  |  | (359 | )
Cash and cash equivalents, beginning of year | 40 |  |  | 668 |  |  | 4,297 |  |  | — |  |  | 5,005 |
Cash and cash equivalents, end of period | $ | 5 |  |  | $ | 1,061 |  |  | $ | 3,580 |  |  | $ | — |  |  | $ | 4,646 |

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