Western Digital Corporation · NASDAQ:WDC
Western Digital — Non-Deal Roadshow (November 2015)
25 slides from Western Digital's roadshow presentation, Nov 17, 2015
Slide 1: Western Digital's Non-Deal Roadshow: Acquisition of SanDisk
Exhibit 99.1 Western Digital’s Non-Deal NOVEMBER Roadshow 17-19, Acquisition 2015 of SanDisk
Slide 2: Safe Harbor/Forward-Looking Statements
Safe Forward-Looking This positioning, of Western competitive “anticipate,” and information. Such result known plans detailed Risks stock approval, related as In including Many future 2theatooccurrence addition timing merger, SanDisk), transaction), Harbor/Disclaimers document whether forward-lookin
Slide 3: Important Information and Where to Find It
Safe Important This respect preliminary will DIGITAL CONTAIN filings charge Participants Western proposed in on from 3statement/prospectus the September mail Harbor/Disclaimers communication Western joint containing on of© Digital Digital, the transaction. Western AND Additional the 2015 proxy IMPOR
Slide 4: Western Digital's Acquisition of SanDisk
Western Combination Acquisition 4$17.4 billion © Digital’s Digital 2015 atof of$86.50 new is Western WESTERN Acquisition acquiring debt a share Digital andSanDisk DIGITAL financed equity of and SanDisk SanDisk consideration for with CORP. approximately balance creates ALL sheet RIGHTS a global $19 c
Slide 5: Strategic Rationale for the Combination
Strategic Infrastructure, Cloud Personal Storage storage Backup appliance Analytics Software cSSD Combination Doubles Strong Technology Annual 5Achieves up-the-stack Solid run-rate services Core © addressable Rationale defined immediate Gateway Flash 2015 leadership creates HDD State Solutions, arra
Slide 6: Western Digital at a Glance
16 growing Western Leading Fast Rich Strong base track Western Digital market ©of record technologies Enterprise 2015 at position Digital aof Glance WESTERNvalue Solid LTM inwith Hard creation State as 10,000+ Disk of 10/02/2015. DIGITALDrives through Drives patents (eSSD) CORP.strategic (HDDs) andb
Slide 7: SanDisk at a Glance
Manufacturing SanDisk Enterprise Software SSD, & Removable Vertically Japan 1Semiconductor Systems Global $2.3 CAGR 12% 7$6.6 Software LeadingChina strength Revenues 2005 2014SanDisk atIntegrated Client aEmbedded Malaysia Glance leadership with © Fabs enterprise ($bn) 2015 $5.8LTM Manufacturing Diea
Slide 8: Storage: Growth Enabler for the Data-Driven Economy
Storage: Growth 44 4.4 2020 (1ZB 2013 Changing 42% process, Machine unified Data Apps Strong Intensive Private Infrastructure Mobile Mobility Accelerated Months Virtual Traditional Increased 8Source: ZB ZB Companies = will Growth SDx distributed onal Devices 1B IDC: in Days © Sensor Core Generated &
Slide 9: Creates a Global Leader in Storage Technology
Creates Enhanced $LTM $14.0 $16.6 $19.7 $11.4 $6.0 (Information $1.9 91Note: in 2015 LTM © billion $5.8 Revenue1 $9.1 Individual $13.7 revenues a Global WESTERN $5.3 scale Storage) $3.6 and Western based Leader diversity DIGITAL (Storage oninDigital most Storage strengthens and recent CORP. and Tech
Slide 10: Doubles Addressable Market and Enhances Position in Higher Growth Segments
110 Doubles $37 HDD 2015 $76 >2x Other $13 $33 2017 Source: 2 ©billion TAM $30 Solid Gartner, Represents Addressable billion eSSD1 HDD StateIDC. Includes 2015 WESTERN$30 $7 Enterprise Market billion Client SSD,2and DIGITAL Solid Storage Enhances StateALL Embedded CORP. Drives. Position Flash, in Hig
Slide 11: Robust Up-the-Stack Positioning in a Rapidly Evolving Storage Market
Robust Strong Software Hyperscale Representative Retail Providers Comprehensive 11 © 2015 up-the-stack Platform &WESTERN Cloud Systems Customers Storage Enables positioning DIGITAL Technology Innovation CORP. Platform in a Rapidly ALLPowerful RIGHTS Evolving Multi-channel RESERVED. Storage Market Di
Slide 12: Technology Leadership Driven by IP and Talent
Technology 10,000+ One 9,700+ Leading First 6,500+ NAND 3,000+ World’s Strong ReRAM Broadest 12 ©ofand 2015 3D the patents engineers memory, most HDD patents technology only portfolio IP storage WESTERN Leadership portfolio advanced supplier and / /applications systems applications of industry’s eSS
Slide 13: Continued Toshiba Partnership
Continued Toshiba Current Technology JV Shared R&D 13 © provides 2015 Fab IP collaboration / SanDisk process Partnership WESTERN leadership stable technology JV NAND extends has with through DIGITAL had supply Toshiba & through a JV successful R&D CORP. atdriven Enables scale 3D manufacturing ALL by
Slide 14: Benefits of Vertical Integration
Benefits Innovation Emerging NAND Deep Category Access New Vertical Rapid Stable Continuing JV Cost 14 © ensures Effective business 2015 Optimization Time supply to control Integration integration ofleading media NVM WESTERN Lead cost Vertical Toshiba toof models Market Supply affords effective NAND
Slide 15: Significant Synergy Opportunities
Significant Vertical G&A Overlapping R&D Annual 15 © 2015 efficiency consolidation run-rate integration WESTERN Synergy go-to-market synergies Opportunities DIGITAL of (GTM) $500M CORP. consolidation expected ALL within RIGHTS 18 RESERVED. months post-closing
Slide 16: Successful Track Record of Shareholder Value Creation
116 Successful Shareholder 600%+ Price Key Stock HGST Track Value ©Acquisitions Creation / Intel Includes 2015 Record JV Agreement WESTERNvalue of M&A, Unisplendour creation DIGITAL andPartnerships fromPartnerships stock CORP. price ALL and Shareholder Investment appreciation RIGHTS andValue RESERVE
Slide 17: Transaction Details and Consideration
117 Transaction $86.50 Per –Consideration $17.4 thresholds Sources Financing $0.9 Approval Process Other Considerations integrated, 2 Cash ©Share billion1,2 billion Expected per /Certain of 2015Assumes equity Approval –$6.8 media-agnostic share $Approximately Details of 85.10 Includes–of WESTERNbill
Slide 18: Debt Management and Capitalization
$118 Debt Management over xLTM1 ($ Pro Cash Capitalization Net Combined Capital Rapid Expect 2 1.0 17.4 in ©Forma Debt time billion) Facilities billion $7.7 EBITDAdeleveraging billion to Allocation Structure EBITDA 2015Western $9.7 be 1.4x company Gross revolving non-GAAP synergies)2 committed of 1.
Slide 19: Strong Pro Forma Cash Flow Generation
Strong Pro Cash $4.6 $0.5 $4.2 $1.1 $2.5 $3.1 $2.8 $2.0 Significant Free $3.3 $3.9 $1.5 $0.4 CY2011 $0.9 $1.4 $1.9 $2.2 $3.0 $0.8 $1.7 Western Note: 1. 19 Free ©forma Average: $4.7 $1.9 $4.0 $2.5 $2.2 Cash Flow 2015 Western Pro cash Digital CY2012 Average: cash Flow(1) WESTERN Forma from free flow $
Slide 20: Achieves Immediate Scale and Margin Expansion
120 Achieves Western GAAP Revenue Gross R&D SG&A Operating Non-GAAP 11% Margin LTM1 5% 2 © 2015LTM Digital $14.0B Immediate Margin 14% 9% financials GAAP as 30% 6% Non- 12% WESTERNof $5.8B 14% 44% 10/02/2015. Scale LTM2 SanDisk exclude 20% $19.7B 34% and GAAP 16% 9/27/2015. DIGITALNon- amortization
Slide 21: Non-GAAP Reconciliation
Western LTM Revenue Inventory GAAP Stock-based Amortization Other Non-GAAP % Note: 21Source: to 21 practice. The Non-GAAP Non-GAAP Revenue © 2015 LTM Dollars 40 (3) items toCompany Gross R&D Digital $13,989 — — Non-GAAP Step-up WESTERN LTM 11% included Gross R&D 40 Compensation Compensation2 (3) $1,
Slide 22: Non-GAAP Reconciliation (Cont'd)
Western LTM % GAAP Stock-based Amortization Inventory Employee Acquisition-related Charges Other Non-GAAP Note: 21Source: to 22 practice. The Non-GAAP Non-GAAP Revenue © 2015 LTM Dollars 32 45 items toCompany SG&A Operating Digital Related and — Non-GAAP Step-up Termination WESTERN LTM 5% included S
Slide 23: Pro-forma Combination Revenue Segmentation
123 © Combination Pro-forma 68% 32% 6% HDD 28% 22% Americas By 33% PC 67% 59% Note: Product Geography End Non-PC 94% 25% 34% 41% SSD LTM Market1 PC 2015Europe, 41% LTM /Revenue revenues NAND Drives 50% Revenue WESTERNMiddle Revenue segmentation forDIGITAL SanDisk Segmentation East,Diversification Af
Slide 24: Summary
Infrastructure, Summary Cloud Personal Storage storage Backup appliance Analytics Software cSSD Combination Doubles Strong Technology Annual Achieves 24 © 2015 up-the-stack Solid run-rate services Core addressable defined immediate Gateway Flash WESTERN leadership creates HDD State Solutions, arrays
Slide 25: Q & A
Q &©A2015 WESTERN DIGITAL CORP. ALL RIGHTS RESERVED. 25