2020
Annual
Report
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended July 3, 2020
Or
For the transition period from to
Commission file number: 1-8703
WESTERN DIGITAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
5601 Great Oaks Parkway San Jose, California
(Address of principal executive offices)
33-0956711
(I.R.S. Employer Identification No.)
95119
(Zip Code)
Registrant’s telephone number, including area code: (408) 717-6000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $.01 Par Value Per Share
Trading symbol(s)
WDC
Name of each exchange on which registered
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
☒
☐
☐
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ý
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant on January 3, 2020, the last business day of the
registrant’s most recently completed second fiscal quarter, was $15.7 billion, based on the closing sale price as reported on the Nasdaq Global Select Market.
There were 302,525,787 shares of common stock, par value $0.01 per share, outstanding as of the close of business on August 19, 2020.
Part III incorporates by reference certain information from the registrant’s definitive proxy statement (the “Proxy Statement”) for the 2020 Annual
Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the end of the 2020 fiscal year. Except with
respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as part hereof.
Documents Incorporated by Reference
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WESTERN DIGITAL CORPORATION
INDEX
PAGE NO.
Business
Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4. Mine Safety Disclosures
Properties
Legal Proceedings
PART I
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Selected Financial Data
Item 6.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 9.
Item 9A. Controls and Procedures
Item 9B. Other Information
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Financial Statements and Supplementary Data
PART III
Item 10. Director, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accounting Fees and Services
Item 15. Exhibits and Financial Statement Schedules
Item 16. Form 10-K Summary
PART IV
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30
31
32
32
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35
36
49
50
109
109
110
111
111
111
111
111
112
116
Unless otherwise indicated, references herein to specific years and quarters are to our fiscal years and fiscal quarters, and
references to financial information are on a consolidated basis. As used herein, the terms “we,” “us,” “our,” the “Company,”
“WDC” and “Western Digital” refer to Western Digital Corporation and its subsidiaries, unless we state, or the context
indicates, otherwise.
WDC, a Delaware corporation, is the parent company of our data storage business. Our principal executive offices are
located at 5601 Great Oaks Parkway, San Jose, California 95119. Our telephone number is (408) 717-6000.
Western Digital, the Western Digital logo, G-Technology, SanDisk and WD are registered trademarks or trademarks of
Western Digital or its affiliates in the U.S. and/or other countries. All other trademarks, registered trademarks and/or service
marks, indicated or otherwise, are the property of their respective owners.
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FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements within the meaning of the federal securities laws. Any statements that
do not relate to historical or current facts or matters are forward-looking statements. You can identify some of the forward-
looking statements by the use of forward-looking words, such as “may,” “will,” “could,” “would,” “project,” “believe,”
“anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecast,” and the like, or the use of future tense.
Statements concerning current conditions may also be forward-looking if they imply a continuation of current conditions.
Examples of forward-looking statements include, but are not limited to, statements concerning:
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expectations regarding the effects of the COVID-19 pandemic and measures intended to reduce its spread;
expectations regarding our Flash Ventures joint venture with Kioxia Corporation, the flash industry and our flash
wafer output plans;
expectations regarding pricing conditions for flash products;
expectations regarding our cost saving initiatives;
expectations regarding our product development and technology plans;
expectations regarding the outcome of legal proceedings in which we are involved;
our reinvestment in the business and ongoing deleveraging efforts;
our share repurchase program and resumption of our quarterly cash dividend policy;
expectations regarding the repatriation of funds from our foreign operations;
our beliefs regarding tax benefits and the timing of future payments, if any, relating to the unrecognized tax benefits,
and the adequacy of our tax provisions;
expectations regarding capital investments and sources of funding for those investments; and
our beliefs regarding the sufficiency of our available liquidity to meet our working capital, debt and capital
expenditure needs.
Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from
those expressed in the forward-looking statements. You are urged to carefully review the disclosures we make concerning risks
and other factors that may affect our business and operating results, including those made in Part I, Item 1A of this Annual
Report on Form 10-K, and any of those made in our other reports filed with the Securities and Exchange Commission. You are
cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document.
We do not intend, and undertake no obligation, to publish revised forward-looking statements to reflect events or circumstances
after the date of this document or to reflect the occurrence of unanticipated events.
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Item 1.
Business
General
PART I
Western Digital Corporation (“Western Digital”) is a leading developer, manufacturer, and provider of data storage devices
and solutions that address the evolving needs of information technology (“IT”) and the infrastructure that enables the
proliferation of data in virtually every industry. We create environments for data to thrive. We are driving the innovation
needed to help customers capture, preserve, access and transform an ever-increasing diversity of data. Everywhere data lives,
from advanced data centers to mobile sensors to personal devices, our industry-leading solutions deliver the possibilities of
data.
Our broad portfolio of technology and products address the following key end markets: Client Devices; Data Center
Devices and Solutions; and Client Solutions. We also generate license and royalty revenue from our extensive intellectual
property (“IP”), which is included in each of these three end market categories.
Founded in 1970 in Santa Ana, California and now headquartered in San Jose, California, Western Digital has one of the
technology industry’s most valuable patent portfolios with approximately 13,500 active patents worldwide. Since 2009, we
have been a Standard & Poor’s 500 (“S&P 500”) company. We have a rich heritage of innovation and operational excellence, a
wide range of IP assets and broad research and development (“R&D”) capabilities. The unabated growth and value of data
continues, creating a global need for a larger and more capable storage infrastructure. We continue to transform ourselves to
address this growth by providing what we believe to be the broadest range of storage technologies in the industry with a
comprehensive product portfolio and global reach. Our devices and solutions are made using either rotating magnetic
technology, hard disk drives (“HDD”), or semiconductor technology, referred to as flash-based memory (“flash”).
We enable cloud service providers to build more powerful, cost effective and efficient data centers. We have deep
relationships with a large range of original equipment manufacturers (“OEM”) and data center customers currently addressing
storage opportunities, such as storage subsystem suppliers, major server OEMs, Internet and social media infrastructure players,
and personal computer (“PC”) and Mac™ OEMs. We have also built strong consumer brands by providing effective tools to
manage fast-accumulating libraries of personal content. Western Digital data-centric solutions are comprised of the Western
Digital®, G-Technology™, SanDisk® and WD® brands. Our products are sold through distribution, retail and direct channels
worldwide. We are a vertically integrated company with deep capabilities to transform disk drive and flash-based components
into products and solutions. We operate a series of joint ventures with Kioxia Corporation (“Kioxia,” formerly known as
Toshiba Memory Corporation) that provide us with industry leading flash-based memory wafers that we use in our products
(see “Ventures with Kioxia” section below).
We are well positioned to capitalize on the ongoing expansion in digital content generation and management. This
fundamental trend is linked directly to commercial enterprises’ and consumers’ need for data storage and extraction of value
from the data. The ways in which people and organizations are creating and using data are changing and the amount of data
considered useful to store is expanding. More digital content is being stored and managed in a cloud environment on both
HDDs and flash-based solid state drives (“SSD”). With a focus on innovation and value creation, our goal is to grow through
strong execution and targeted investments in data center infrastructure, mobility and the cloud.
Industry
We operate in the data storage and data management industry. Our devices and solutions provide a broad range of
reliability, performance, storage capacity and data retention capabilities to our customers. The ability to capture and create
value through the use of data analytics is increasingly important to our customers. In a connected global marketplace, across the
data infrastructure, there has been a proliferation in the methods by and the rates at which content is generated, accessed,
transformed, consumed and stored by end users. When combined with fast global networks, these trends create tremendous
need for cost effective, high-performance and/or high-capacity storage solutions in edge and end-point use cases such as
mobile, computing and consumer electronic devices, as well as in a wide range of storage systems, servers and data centers.
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The growth in computing complexity, cloud computing applications, connected mobile devices and Internet connected
products is driving unabated growth in the volume of digital content to be stored. This growth has led to a creation of new form
factors for data storage. The storage industry is increasingly utilizing tiered architectures with HDDs, SSDs and other non-
volatile memory-based storage to address an expanding set of uses and applications. We continuously monitor the advantages,
disadvantages and advances of the full array of storage technologies, including reviewing these technologies with our
customers, to ensure we are appropriately resourced to meet our customers’ storage needs. Storage solutions that hold large
amounts of data are key enablers of the trends seen in the evolution of a data driven economy, underpinned by the increase of
digital content creation, consumption and monetization.
We are a market and customer driven company, focused on growth, technology, innovation and value creation for our
customers, employees and shareholders. We develop deep and collaborative relationships with our customers with a goal of
enabling their continued success, an approach that has made us a trusted business partner in our served markets. As our
portfolio of storage solutions expands further, we believe our customer engagement approach is one of the key factors that will
help us continue to achieve strong financial performance over the long term. We continue to evolve our customer engagement
and go-to-market model to address changing customer and market needs. We are well positioned to expand our value-creation
model within an evolving and growing storage ecosystem with our diversified product platform and unique competitive
advantages.
Competition
Our industry is highly competitive. We compete with manufacturers of HDDs and flash-based memory for client devices
and solutions, and data center devices and solutions. In HDD, we compete with Seagate Technology plc and Toshiba Electronic
Devices & Storage Corporation. In flash, we compete with vertically integrated suppliers such as Intel Corporation, Kioxia,
Micron Technology, Inc., Samsung Electronics Co., Ltd., SK hynix, Inc., Yangtze Memory Technologies Co., Ltd. and
numerous smaller companies that assemble flash into products.
Business Strategy
Our overall strategy is to leverage our technology, innovation and execution capabilities to be an industry-leading and
broad-based developer, manufacturer and provider of storage devices and solutions that support the infrastructure that has
enabled the unabated proliferation of data. We believe we are the only company in the world with large-scale capabilities to
develop and manufacture a portfolio of integrated data storage solutions that are based on both rotating magnetic and flash
memory technologies. We strive to successfully execute our strategy through the following foundational elements in order to
deliver the best outcome for our customers, partners, investors and employees:
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Technology Leadership: We continue to innovate and develop advanced technologies across platforms for both HDD
and flash to deliver timely new products and solutions to meet growing demands for scale, performance and cost
efficiency in the market.
Broad Product Portfolio: We leverage our capabilities in firmware, software and systems in both HDD and flash to
deliver compelling and differentiated integrated storage solutions to our customers that offer the best combinations of
performance, cost, power consumption, form factor, quality and reliability, while creating new use cases for our
solutions in emerging markets.
Operational Excellence: We are focused on delivering the best value for our customers in data center, client and
consumer markets through a relentless focus on appropriately scaling our operations across both HDD and flash
technologies to efficiently support business growth, achieving best in class cost, quality and cycle-time, maintaining
industry leading manufacturing capabilities, and having a competitive advantage in supply-chain management.
Our strategy provides the following benefits, which distinguish us in the dynamic and competitive data storage industry:
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differentiates us as the leading developer and manufacturer of integrated products and solutions based on both HDD
and flash, making us a more strategic supply partner to our large-scale customers who have storage needs across the
data infrastructure ecosystem;
enables scaling for efficiency and flexibility, allowing us to leverage our HDD and flash R&D and capital expenditures
to deliver storage solutions to multiple markets;
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results in continued diversification of our HDD and flash storage solutions portfolio and entry into additional growing
adjacent markets; and
allows us to achieve strong financial performance, including healthy cash generation, thereby enabling organic and
inorganic business investments and facilitating our ongoing deleveraging efforts.
Data Storage Solutions
We offer a broad line of data storage solutions to meet the evolving storage needs of end markets which include the
following:
Client Devices
Client Devices consist of HDDs and SSDs for computing devices, such as desktop and notebook PCs, smart video systems,
gaming consoles and set top boxes; flash-based embedded storage products for mobile phones, tablets, notebook PCs and other
portable and wearable devices, automotive, Internet of Things (“IoT”), industrial and connected home applications; and flash-
based memory wafers and components. Our HDDs and SSDs are designed for use in devices requiring high performance,
reliability and capacity with various attributes such as low cost per gigabyte (“GB”), quiet acoustics, low power consumption
and protection against shocks.
Data Center Devices and Solutions
Data Center Devices and Solutions consist of high-capacity enterprise HDDs and high-performance enterprise SSDs, and
platforms. Our capacity enterprise helium hard drives provide high capacity storage needs and low total cost of ownership per
GB for the growing cloud data center market. These drives are primarily for use in data storage systems, in tiered storage
models and where data must be stored reliably for years. Our high-performance enterprise class SSDs include high-performance
flash-based SSDs and software solutions which are optimized for performance applications providing a range of capacity and
performance levels primarily for use in enterprise servers, supporting high volume on-line transactions, data analysis and other
enterprise applications. We also provide higher value data storage platforms to the market.
Client Solutions
Client Solutions consist of HDDs and SSDs embedded into external storage products and removable flash-based products,
which include cards, universal serial bus (“USB”) flash drives and wireless drives. Our external HDD storage products in both
mobile and desktop form factors provide affordable, high quality, reliable storage for backup and capacity expansion that are
designed to keep digital content secure. We offer client portable SSDs with a range of capacities and performance
characteristics to address a broad spectrum of the client storage market. Our removable cards are designed primarily for use in
consumer devices, such as mobile phones, tablets, imaging systems, still cameras, action video cameras and smart video
systems. Our USB flash drives are used in the computing and consumer markets and are designed for high-performance and
reliability. Our wireless drive products allow in-field back up of created content, as well as wireless streaming of high-
definition movies, photos, music and documents to tablets, smartphones and PCs.
Technology
Rotating Magnetic Storage
HDDs provide non-volatile data storage based on the recording of magnetic information on a rotating disk. We have
successfully developed and commercialized HDDs that operate in an enclosed helium environment, instead of air, delivering
industry leading HDD capacity and performance attributes. Our improvements in HDD capacity, which lower product costs
over time, have been enabled largely through advancements in recording head and magnetic media technology. We develop and
manufacture substantially all of the recording heads and magnetic media used in our hard drive products. We invest
considerable resources in R&D, manufacturing infrastructure and capital equipment for recording head and media technology,
as well as other aspects of the magnetic recording system such as HDD mechanics, controller and firmware technology, in order
to secure our competitive position and cost structure. To support our ongoing efforts of driving innovation and continued areal
density leadership, we are actively investing in both microwave-assisted magnetic recording (“MAMR”) and heat-assisted
magnetic recording (“HAMR”) technology. As part of our energy-assisted recording technology roadmap, in 2019 we
introduced our 16-, 18-, and 20-terabyte drives that are using energy-assisted perpendicular magnetic recording (“ePMR”)
technology.
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Solid State Storage
Solid state storage products provide non-volatile data storage based on flash technology. We develop and manufacture
solid state storage products in different form factors for a variety of different markets, including enterprise or cloud storage,
client storage, automotive, mobile devices and removable memory devices.
Our solid state storage products utilize our captive flash-based technology which we develop and manufacture through our
business ventures with Kioxia. We devote significant research and development resources to the development of highly reliable,
high-performance, cost-effective flash-based technology. Over time, we have successfully developed and commercialized an
increased number of storage bits per cell in an increasingly smaller form factor, further driving cost reductions. Following our
introduction and commercialization in 2018 of products based on 4-bits-per-cell architectures (“QLC technology”) and on 3-
dimensional flash technology (“3D NAND”), which we refer to as BiCS4, we started shipping products based on QLC and our
4th generation 96-layer BiCS4 technologies in 2019. Our BiCS4 QLC technology delivers an industry-leading storage capacity
of 1.33 terabits on a single chip. We have also begun initial shipments of our 5th generation 112-layer BiCS5 products. In
addition, we implemented our advanced UFS and e.MMC interface in a new portfolio of advanced embedded flash drives to
empower smartphone users to unlock the full potential of today’s data-driven applications and experiences. We also provide a
range of embedded storage solutions for customers developing high-end, highly demanding, and data-intensive automotive
applications.
We expect to develop and commercialize additional generations of 3D NAND technologies over the next several years
while continuing to utilize our older technology for certain markets and applications.
We are leveraging our expertise, resources and strategic investments in non-volatile memories to explore a wide spectrum
of persistent memory and storage class memory technologies. We have also initiated, defined and developed standards to meet
new market needs and to promote wide acceptance of flash storage standards through interoperability and ease-of-use.
Our products generally leverage a common platform for various products within product families, and in some cases across
product families, resulting in the commonality of components which reduces our exposure to changes in demand, facilitates
inventory management and allows us to achieve lower costs through purchasing economies. This platform strategy also enables
our customers to leverage their qualification efforts onto successive product models. For a discussion of associated risks, see
Part I, Item 1A, Risk Factors, of this Annual Report on Form 10-K.
Research and Development
We devote substantial resources to the development of new products and the improvement of existing products. We focus
our engineering efforts on coordinating our product design and manufacturing processes to bring our products to market in a
cost-effective and timely manner. For a discussion of associated risks, see Part I, Item 1A, Risk Factors, of this Annual Report
on Form 10-K.
Patents, Licenses and Proprietary Information
We rely on a combination of patents, trademarks, copyright and trade secret laws, confidentiality procedures and licensing
arrangements to protect our IP rights.
We have approximately 13,500 active patents worldwide and have many patent applications in process. We continually
seek additional United States (“U.S.”) and international patents on our technology. We believe that, although our active patents
and patent applications have considerable value, the successful manufacturing and marketing of our products also depends upon
the technical and managerial competence of our staff. Accordingly, the patents held and applied for cannot alone ensure our
future success.
In addition to patent protection of certain IP rights, we consider elements of our product designs and processes to be
proprietary and confidential. We believe that our non-patented IP, particularly some of our process technology, is an important
factor in our success. We rely upon non-disclosure agreements, contractual provisions and a system of internal safeguards to
protect our proprietary information. Despite these safeguards, there is a risk that competitors may obtain and use such
information. The laws of foreign jurisdictions in which we conduct business may provide less protection for confidential
information than the laws of the U.S.
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We rely on certain technology that we license from other parties to manufacture and sell our products. We believe that we
have adequate cross-licenses and other agreements in place in addition to our own IP portfolio to compete successfully in the
storage industry. For a discussion of associated risks, see Part I, Item 1A, Risk Factors, of this Annual Report on Form 10‑K.
Manufacturing
We believe that we have significant know-how, unique product manufacturing processes, test and tooling, execution skills,
human resources and training to continue to be successful and to grow our manufacturing operations as necessary. We strive to
maintain manufacturing flexibility, high manufacturing yields, reliable products and high-quality components. The critical
elements of our production of HDD and flash-based products are high-volume and utilization, low-cost assembly and testing,
strict adherence to quality metrics and maintaining close relationships with our strategic component suppliers to access best-in-
class technology and manufacturing capacity. We continually monitor our manufacturing capabilities to respond to the
changing requirements of our customers and maintain our competitiveness and position as a data technology leader.
HDD and flash-based product manufacturing are complex processes involving the production and assembly of precision
components with narrow tolerances and rigorous testing. The manufacturing processes involve a number of steps that are
dependent on each other and occur in “clean room” environments that demand skill in process engineering and efficient space
utilization to control the operating costs of these manufacturing environments. We continually evaluate our manufacturing
processes in an effort to increase productivity, sustain and improve quality and decrease manufacturing costs. We continually
evaluate which steps in the manufacturing process would benefit from automation and how automated manufacturing processes
can improve productivity and reduce manufacturing costs.
Substantially all of our flash-based supply requirements for our flash-based products is obtained from our business ventures
with Kioxia, which provide us with leading-edge, high-quality and low-cost flash memory wafers. This represents our captive
supply and we are obligated to take our share of the output from these ventures or pay the fixed costs associated with that
capacity. See “Ventures with Kioxia” below for additional information. While substantially all of our flash memory supply
utilized for our products is purchased from these ventures, from time-to-time, we also purchase flash memory from other flash
manufacturers, which we refer to as non-captive. While we do not unilaterally control the operations of our ventures with
Kioxia, we believe that our business venture relationship with Kioxia helps us to reduce the costs of producing our products,
increases our ability to control the quality of our products and speeds delivery of our products to our customers. Our vertically
integrated manufacturing operations for our flash-based products are concentrated in three locations, with our business ventures
with Kioxia located primarily in Yokkaichi, Japan, and our in-house assembly and test operations located in Shanghai, China
and Penang, Malaysia.
We also leverage the efficiencies of contract manufacturers when strategically advantageous. For a discussion of associated
risks, see Part I, Item 1A, Risk Factors, of this Annual Report on Form 10-K.
Materials and Supplies
HDD consists primarily of recording heads, magnetic media and a printed circuit board assembly. We design and
manufacture substantially all of the recording heads and magnetic media required for our products. As a result, we are more
dependent upon our own development and execution efforts and less reliant on recording head and magnetic media
technologies developed by other manufacturers. We depend on an external supply base for all remaining components and
materials for use in our HDD product design, manufacturing, and testing.
Our flash-based products consist of flash memory, controllers and firmwares. Substantially all of our flash-based memory
is supplied by our business ventures with Kioxia. Controllers are primarily designed in-house and manufactured by third-party
foundries or acquired from third-party suppliers. We believe the use of our in-house assembly and test facilities, as well as
contract manufacturers, provides flexibility and gives us access to increased production capacity. We have developed deep
relationships with these vendors and Kioxia to establish continuous supply of flash-based memory and controllers.
We generally retain multiple suppliers for our component requirements but, for business or technology reasons, we source
some of our components from a limited number of sole or single source providers. Currently, we believe that there are no major
issues with component availability. For a discussion of associated risks, see Part I, Item 1A, Risk Factors, of this Annual Report
on Form 10-K.
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Ventures with Kioxia
We and Kioxia currently operate three business ventures in 300-millimeter flash-based manufacturing facilities in Japan,
which provide us leading-edge, cost-competitive flash-based memory wafers for our end products. Through Flash Partners Ltd.,
Flash Alliance Ltd., and Flash Forward Ltd., which we collectively refer to as Flash Ventures, we and Kioxia collaborate in the
development and manufacture of flash-based memory wafers using semiconductor manufacturing equipment owned or leased
by each of the Flash Venture entities. We hold a 49.9% ownership position in each of the Flash Venture entities. Each Flash
Venture entity purchases wafers from Kioxia at cost and then resells those wafers to us and Kioxia at cost plus a small mark-up.
We are obligated to pay for variable costs incurred in producing our share of Flash Ventures’ flash-based memory wafer supply,
based on our three-month forecast, which generally equals 50% of Flash Ventures’ output. In addition, we are obligated to pay
for half of Flash Ventures’ fixed costs regardless of the output we choose to purchase. We are also obligated to fund 49.9% to
50% of each Flash Ventures entity’s capital investments to the extent that Flash Ventures entity’s operating cash flow is
insufficient to fund these investments. We co-develop flash technologies (including process technology and memory design)
with Kioxia and contribute IP for Flash Ventures’ use.
The agreements governing the operations of the Flash Venture entities also set out a framework for any investment by the
joint venture partners in flash manufacturing capacity. Since its inception, Flash Ventures’ primary manufacturing site has been
located in Yokkaichi, Japan. The Yokkaichi site, which is owned and operated by Kioxia, currently includes five wafer
fabrication facilities. We have jointly invested, and intend to continue to jointly invest, with Kioxia in manufacturing equipment
for the Yokkaichi fabrication facilities. In May 2019, we entered into additional agreements to extend Flash Ventures to a new
wafer fabrication facility, known as “K1.” Located in Kitakami, Japan, K1 is operated by Kioxia Iwate Corporation, a wholly
owned subsidiary of Kioxia. The primary purpose of K1 is to provide clean room space to continue the transition of existing
flash-based wafer capacity to newer technology nodes. Output from the initial production line at K1 began in the third quarter
of fiscal year 2020. Meaningful output from K1 is not expected to begin until the end of calendar year 2020.
For a discussion of risks associated with our business ventures with Kioxia, see Part I, Item 1A, Risk Factors, of this
Annual Report on Form 10-K.
Sales and Distribution
We maintain sales offices in selected parts of the world including the major geographies of the Americas, Asia Pacific,
Europe and the Middle East. Our international sales, which include sales to foreign subsidiaries of U.S. companies but do not
include sales to U.S. subsidiaries of foreign companies, represented 72%, 78% and 78% of our net revenue for 2020, 2019 and
2018, respectively. Sales to international customers are subject to certain risks not normally encountered in domestic operations,
including exposure to tariffs and various trade regulations. For a discussion of associated risks, see Part I, Item 1A, Risk
Factors, of this Annual Report on Form 10-K.
We perform our marketing and advertising functions internally and through outside firms utilizing both consumer media
and trade publications targeting various reseller and end-user categories. We also maintain customer relationships through
direct communication and by providing information and support through our website. In accordance with standard storage
industry practice, we provide distributors and retailers with limited price protection and programs under which we reimburse
certain marketing expenditures. We also provide distributors, resellers and OEMs with other sales incentive programs. While
these groups of customers make up our end markets, some of these customers cross into multiple groups. We define these
customers as follows:
Original Equipment Manufacturers. OEMs purchase our products either directly or through a contract manufacturer such
as an original design manufacturer and assemble them into the devices they build and market under their own brands. OEMs
typically seek to qualify two or more providers for each generation of products and generally will purchase products from those
vendors for the life of that product. Many of our OEM customers utilize just-in-time inventory management processes. As a
result, for certain OEMs, we maintain a base stock of finished goods inventory in facilities located near or adjacent to the
OEM’s operations. In addition, we sell flash storage solutions directly to customers that offer our products under their own
brand name in the retail market, which we also classify as OEMs.
Cloud. A large and growing customer base are those who integrate our storage solutions to provide services to other
companies and end users primarily through the cloud. This customer base includes hyper-scale users that utilize our storage
solutions to provide cloud-based services and infrastructure including information technology services, social media, gaming,
streaming media, research and other services to an ever-increasing market. This group of customers purchase either directly,
through an integrator, an original design manufacturer (“ODM”), an OEM or a combination of channels.
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Distributors. We use a broad group of distributors to sell our products to non-direct customers such as small computer and
consumer electronics (“CE”) manufacturers, dealers, value-added resellers, systems integrators, online retailers and other
resellers. Distributors generally enter into non-exclusive agreements with us for the purchase and redistribution of our products
in specific territories.
Retailers. We sell our branded products directly to a select group of major retailers such as computer superstores,
warehouse clubs, online retailers and computer electronics stores, and authorize sales through distributors to smaller retailers.
The retail channel complements our other sales channels while helping to build brand awareness for us and our products. We
also sell our branded products through our websites.
For each of 2020, 2019 and 2018, no single customer accounted for 10% or more of our net revenue. For a discussion of
associated risks, see Part I, Item 1A, Risk Factors, of this Annual Report on Form 10-K. For additional information regarding
revenue recognition and major customers, see Part II, Item 8, Note 1, Organization and Basis of Presentation, and Note 10,
Business Segment, Revenue Information, Geographic Information and Concentration of Risk, of the Notes to Consolidated
Financial Statements included in this Annual Report on Form 10-K.
Backlog
A substantial portion of our orders are generally for shipments within 60 days of the placement of the order. Customers’
purchase orders may be canceled with relatively short notice to us, with little or no cost to the customer, or modified by
customers to provide for delivery at a later date. In addition, for many of our OEMs utilizing just-in-time inventory, we do not
generally require firm order commitments and instead receive a periodic forecast of requirements. Therefore, backlog
information as of the end of a particular period is not necessarily indicative of future levels of our revenue and profit and may
not be comparable to prior periods.
Seasonality
We have historically experienced seasonal fluctuations in our business with higher levels of demand in the first and second
quarters of our fiscal year as a result of increased customer spending. Seasonality can also be impacted by the growth in
emerging markets and macroeconomic conditions. For a discussion of associated risks, see Part I, Item 1A, Risk Factors, of this
Annual Report on Form 10-K.
Service and Warranty
We generally warrant our newly manufactured products against defects in materials and workmanship from one to five
years from the date of sale depending on the type of product, with a small number of products having a warranty ranging up to
ten years or more. Our warranty obligation is generally limited to repair or replacement. We have engaged third parties in
various countries in multiple regions to provide various levels of testing, processing, or recertification of returned products for
our customers. For additional information regarding our service and warranty policy, see Part II, Item 8, Note 1, Organization
and Basis of Presentation, and Note 3, Supplemental Financial Statement Data, of the Notes to Consolidated Financial
Statements included in this Annual Report on Form 10-K.
Environmental Regulation
We are subject to a variety of U.S. and foreign laws and regulations in connection with our operations and relating to the
protection of the environment, including those governing discharges of pollutants into the air and water, the management and
disposal of hazardous substances and the clean-up of contaminated sites. Some of our operations require environmental permits
and controls to prevent and reduce air and water pollution. These permits are subject to modification, renewal and revocation by
issuing authorities. We believe that we have obtained or are in the process of obtaining all necessary environmental permits for
our operations.
We have established environmental management systems and continually update our environmental policies and standard
operating procedures for our operations worldwide. We believe that our operations are in material compliance with applicable
environmental laws, regulations and permits. We budget for operating and capital costs on an ongoing basis to comply with
environmental laws.
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Our properties have in some cases been operated for many years and may contain soil or groundwater contamination. In
certain of our facilities we are undertaking voluntary monitoring of soil and groundwater. Based on available information,
including our voluntary monitoring activities, we do not believe that we have a current affirmative legal obligation for any
remedial action.
For a discussion of associated risks, see Part I, Item 1A, Risk Factors, of this Annual Report on Form 10-K.
Employees
As of July 3, 2020, we employed a total of approximately 63,800 employees worldwide, excluding temporary employees
and contractors. Many of our employees are highly skilled and our continued success depends in part upon our ability to attract
and retain such employees. Accordingly, we offer our employees compensation and benefit programs that we believe are, in the
aggregate, competitive with those offered by our competitors.
While the substantial majority of our employees are not party to a collective bargaining agreement, nearly half of our
employees in Japan and China and a portion of our employees in Malaysia are subject to collective bargaining agreements. We
consider our employee relations to be good. For a discussion of associated risks, see Part I, Item 1A, Risk Factors, of this
Annual Report on Form 10-K.
Corporate Responsibility and Sustainability
We believe responsible and sustainable business practices support our long-term success. As a company, we are deeply
committed to protecting and supporting our people, our environment, and our communities. That commitment is reflected
through sustainability-focused initiatives as well as day-to-day activities, including our adoption of sustainability-focused
policies and procedures, our publicly-recognized focus on fostering an inclusive workplace, our constant drive toward more
efficient use of materials and energy, our careful and active management of our supply chain, our community-focused
volunteerism programs and philanthropic initiatives, and our impactful, globally-integrated ethics and compliance program.
• We seek to protect the human rights and civil liberties of our employees through policies, procedures, and programs
that avoid risks of compulsory and child labor, both within our company and throughout our supply chain.
• We foster a workplace of dignity, respect, diversity, and inclusion through our recruiting and advancement practices,
internal communications, and employee resource groups.
• We educate our employees annually on relevant ethics and compliance topics, publish accessible guidance on ethical
issues and related company resources in our Global Code of Conduct, and encourage reporting of ethical concerns
through any of several global and local reporting channels.
• We support local communities throughout the world, focusing on hunger relief, environmental quality, and STEM
(science, technology, engineering, and math) education, especially for underrepresented and underprivileged youth.
• We utilize a robust integrated management system, with associated policies and procedures, to evaluate and manage
occupational health and safety risks, environmental compliance, and chemical and hazardous substance risks.
• We innovate to reduce the energy used by our products, the energy used to manufacture them, and the amount of new
materials required to manufacture them.
• We proactively protect the health and safety of our employees through policies and practices that help employees
maintain safe distances from others (including remote work and social distancing at our facilities), ensure our facilities
are regularly sanitized, and provide support to employees who have been or are at risk of being infected by dangerous
viruses though an emergency leave plan for absences caused directly or indirectly by COVID-19.
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Available Information
We maintain an Internet website at www.wdc.com. The information on our website is not incorporated in this Annual
Report on Form 10-K. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as
amended, are available on our website at www.wdc.com, free of charge, as soon as reasonably practicable after the electronic
filing of these reports with, or furnishing of these reports to, the Securities and Exchange Commission (“SEC”). The SEC
maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding
issuers that file electronically with the SEC, including us.
Item 1A. Risk Factors
Our business, financial condition and operating results can be affected by a number of risks and uncertainties, whether
currently known or unknown, any one or more of which could, directly or indirectly, cause our actual results of operations and
financial condition to vary materially from past, or from anticipated future, results of operations and financial condition. The
risks and uncertainties discussed below are not the only ones facing our business, but represent risks and uncertainties that we
believe are material to us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial
may also adversely affect our business, financial condition, results of operations or the market price of our common stock.
The COVID-19 pandemic could adversely affect our business, results of operations and financial condition.
The COVID-19 pandemic and efforts to control its spread have impacted and will continue to impact our workforce and
operations, and those of our strategic partners, customers, suppliers and logistics providers. These impacts have included and
may continue to include under-absorbed overhead, increased logistics and other costs, decreased demand for our products and
manufacturing challenges, including decreased product output. While our manufacturing facilities and those used by Flash
Ventures are all currently operational, in some cases with exemptions from government restrictions, this is subject to change
based on evolving conditions related to the pandemic.
The effects of the pandemic are uncertain and difficult to predict, but may include:
•
•
•
•
•
•
Further disruptions to our supply chain, our operations or those of our strategic partners, customers or suppliers caused
by employees or others contracting COVID-19, or governmental orders to contain the spread of COVID-19 such as
travel restrictions, quarantines, shelter in place orders, trade controls, and business shutdowns;
A deepening of the global economic downturn or a recession causing a decrease or shift in short- or long-term demand
for our products, resulting in industry oversupply and decreases of average selling prices (“ASPs”), which would
adversely impact our profitability;
Further deterioration of worldwide credit markets that may limit our ability or increase our cost to obtain external
financing to fund our operations and capital expenditures and result in a higher rate of losses on our accounts
receivables due to customer credit defaults;
Extreme volatility in financial markets which has and may continue to adversely impact our stock price and our ability
to access the financial markets on acceptable terms;
Increased data security and technology risk as many employees continue to work from home, including possible
outages to systems and technologies critical to remote work and increased data privacy risk with cybercriminals
attempting to take advantage of the disruption;
Reduced productivity or other disruptions of our operations if essential workers in our factories or those returning to
our worksites are exposed to or spread COVID-19 to other employees; and
• Management’s ongoing commitment of significant time, attention and resources to respond to the pandemic.
The degree to which the pandemic ultimately impacts our business and results of operations will depend on future
developments beyond our control which are highly uncertain and cannot be predicted at this time, including the severity and
duration of the pandemic, the extent of actions to contain or treat COVID-19, the effectiveness of government stimulus
programs, any possible resurgence of COVID-19 that may occur after the current outbreak subsides, how quickly and to what
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extent normal economic and operating activity can resume, and the severity and duration of the global economic downturn that
results from the pandemic. The COVID-19 pandemic may also have the effect of heightening many of the other risks described
in more detail in this “Risk Factors” section, such as those relating to adverse global or regional conditions, our highly
competitive industry, supply chain disruption, demand conditions and our ability to forecast demand, cost saving initiatives, our
indebtedness and liquidity, and cyber attacks.
Adverse global or regional conditions could harm our business, results of operations and financial condition.
A large portion of our revenue is derived from our international operations, and many of our products and components are
produced overseas. As a result, our business, results of operations and financial condition depend significantly on global and
regional conditions. Adverse changes in global or regional economic conditions, including, but not limited to, volatility in the
financial markets, tighter credit, slower growth in certain geographic regions, political uncertainty, other macroeconomic
factors, and changes to social conditions, policies, rules and regulations, could significantly harm demand for our products,
increase credit and collectability risks, result in revenue reductions, cause us to change our business practices, increase
manufacturing and operating costs or result in impairment charges or other expenses.
Our revenue and future growth are significantly dependent on the growth of international markets, and we may face
difficulties in entering or maintaining international sales markets. We are subject to risks associated with our global
manufacturing operations and global marketing and sales efforts, as well as risks associated with our utilization of and reliance
on contract manufacturers, including:
•
•
•
•
•
•
•
obtaining requisite governmental permits and approvals, compliance with foreign laws and regulations and changes in
foreign laws and regulations;
the need to comply with regulations on international business, including the Foreign Corrupt Practices Act, the United
Kingdom Bribery Act 2010, the anti-bribery laws of other countries and rules regarding conflict minerals;
copyright levies or similar fees or taxes imposed in European and other countries;
exchange, currency and tax controls and reallocations;
weaker protection of IP rights;
trade restrictions, such as export controls, export bans, embargoes, sanctions, license and certification requirements
(including semiconductor, encryption and other technology), new or increased tariffs and fees and complex customs
regulations; and
difficulties in managing international operations, including appropriate internal controls.
As a result of these risks, our business, results of operations or financial condition could be adversely affected.
We rely substantially on our business ventures with Kioxia for the development and supply of flash-based memory, which
subjects us to risks and uncertainties that could harm our business, financial condition and operating results.
We depend on our ventures with Kioxia to develop and manufacture our flash-based memory. We partner with Kioxia on
the development of flash-based technology, including future generations of 3D NAND, as well as other non-volatile memory
technology in support of Flash Ventures. Flash Ventures is subject to various risks that could harm the value of our investments,
our revenue and costs, our future rate of spending, our technology plans and our future growth opportunities.
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Substantially all of our flash-based memory is supplied by Flash Ventures, which limits our ability to respond to market
demand and supply changes. A failure to accurately forecast demand could cause us to over-invest or under-invest in
technology transitions or the expansion of Flash Ventures’ capacity. Over-investment by us or our competitors could result in
excess supply, which could cause significant decreases in our product prices, significant excess, obsolete inventory or inventory
write-downs or under-utilization charges, and the potential impairment of our investments in Flash Ventures. On the other hand,
if we under-invest in Flash Ventures or otherwise grow or transition Flash Ventures’ capacity more slowly than we expect or
than the rest of the industry, we may not have enough supply of the right type of memory or at all to meet demand on a timely
and cost effective basis and we may lose opportunities for revenue, gross margin and market share as a result. If our supply is
limited, we may make strategic decisions with respect to the allocation of our supply among our products and customers, and
these strategic allocation decisions may result in less favorable gross margin or damage certain customer relationships. We are
contractually obligated to pay for 50% of the fixed costs of Flash Ventures regardless of whether we purchase any wafers from
Flash Ventures. Furthermore, purchase orders placed with Flash Ventures and under the foundry arrangements with Kioxia for
up to three months are binding and cannot be canceled. Therefore, once our purchase decisions have been made, our production
costs for flash memory are fixed, and we may be unable to reduce costs to match any subsequent declines in pricing or demand,
which would harm our gross margin. Our limited ability to react to fluctuations in flash memory supply and demand makes our
financial results particularly susceptible to variations from our forecasts and expectations.
Under the Flash Ventures agreements, we have limited power to unilaterally direct most of the activities that most
significantly impact Flash Ventures’ performance and we have limited ability to source or fabricate flash-based memory outside
of Flash Ventures. Lack of alignment with Kioxia with respect to Flash Ventures could adversely impact our ability to stay at
the forefront of technological advancement and our investment in Flash Ventures and otherwise harm our business.
Misalignment could arise due to changes in Kioxia’s strategic priorities, management, ownership and/or access to capital, which
has changed significantly recently and could continue to change. Kioxia’s stakeholders may include, or have included in the
past, flash and HDD competitors, customers, a private equity firm and a bank owned by the Government of Japan or public
shareholders, if Kioxia publicly lists its shares in the future. Kioxia’s management changes, ownership and capital structure
could lead to delays in decision-making, disputes, or changes in strategic direction that could adversely impact Flash Ventures
and/or adversely affect our business prospects, results of operations and financial condition. There may exist conflicts of
interest between Kioxia’s stakeholders and Flash Ventures or us with respect to, among other things, protecting and growing
Flash Ventures’ business, IP and competitively sensitive confidential information.
Flash Ventures requires significant investments by both Kioxia and us for technology transitions, including the transition to
3D NAND, and capacity expansions. In May 2019, Kioxia’s parent company, Kioxia Holdings Corporation (“KHC”),
announced new financing in the amount of 1.2 trillion Japanese yen. KHC’s financing agreements and/or its high level of debt
could limit Kioxia’s ability to timely fund or finance investments in Flash Ventures or our joint development efforts, as well as
limit Flash Ventures’ ability to enter into lease financings. Availability of lease financings for Flash Ventures could also be
limited by our and/or Kioxia’s financial performance. To the extent that lease financings for Flash Ventures are not accessible
on favorable terms or at all, more cash would be required to fund investments. If Kioxia does not or we do not provide
sufficient resources, or have adequate access to credit, to timely fund investments in Flash Ventures, our investments could be
delayed or reduced. Delayed or reduced investment in manufacturing capacity or R&D could harm Flash Ventures’
competitiveness and/or our investment in Flash Ventures. In addition, KHC’s financing arrangements might be secured by
Kioxia’s equity interests in Flash Ventures, permitting the lenders to foreclose on those equity interests under certain
circumstances.
In May 2019, we entered into definitive agreements with Kioxia regarding a new 3D NAND wafer fabrication facility in
Kitakami, Iwate, Japan, known as “K1.” Output from Flash Ventures’ initial production line at K1 began in the third quarter of
fiscal year 2020. As K1 is located at a new manufacturing site, K1 could be particularly susceptible to delays and other
challenges in the production ramp and yields, qualification of wafers, shipment of samples to customers and customer approval
processes. Further, although we intend to continue to jointly invest with Kioxia to ramp up manufacturing capacity at K1, there
is no certainty as to when, and on what terms, we will do so. If and for so long as our share of the K1 capacity falls below a
specified threshold, we will be responsible for bearing fixed costs associated with K1’s operations at that threshold, which
could adversely affect our financial results.
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We participate in a highly competitive industry that is subject to declining average selling prices (“ASPs”), volatile
demand, rapid technological change and industry consolidation, all of which could adversely affect our operating results
and financial condition.
Demand for our devices, software and solutions that we offer to our customers, which we refer to in this Item 1A as our
“products”, depends in large part on the demand for systems (including personal computers and mobile devices) manufactured
by our customers and on storage upgrades to existing systems. The demand for systems has been volatile in the past and often
has had an exaggerated effect on the demand for our products in any given period. The prices of our products are influenced by,
among other factors, the balance between supply and demand in the storage market, including the effects of new fab capacity,
macroeconomic factors, business conditions, technology transitions and other actions taken by us or our competitors. The
storage market has experienced volatile product life cycles, which can adversely affect our ability to recover the cost of product
development, and periods of excess capacity, which can lead to liquidation of excess inventories, significant reductions in ASPs
and adverse impacts on our revenue and gross margins.
Further, our ASPs and gross margins tend to decline when there is a shift in the mix of product sales, and sales of lower
priced products increase relative to those of higher priced products. Further, we face potential gross margin pressures resulting
from our ASPs declining more rapidly than our cost of revenue. Rapid technological changes often reduce the volume and
profitability of sales of existing products and increase the risk of inventory obsolescence. Finally, the data storage industry has
experienced consolidation over the past several years. Further consolidation across the industry could enhance the capacity,
abilities and resources and lower the cost structure of some of our competitors, causing us to be at a competitive disadvantage.
These factors may result in significant shifts in market share among the industry’s major participants, including a substantial
decrease in our market share, all of which could adversely impact our operating results and financial condition.
In addition, we compete based on our ability to offer our customers competitive solutions that provide the most current and
desired products and service features. As we compete in new product areas, the overall complexity of our business may increase
at an accelerated rate and may result in increases in R&D expenses and substantial investments in manufacturing capability,
technology enhancements and go-to-market capability. We must also qualify our products with customers through potentially
lengthy testing processes, which may result in delayed, reduced or lost product sales. Some of our competitors offer products
and technologies that we do not offer and may be able to use their broader product and technology portfolio to win sales from
us, and some of our customers may be developing storage solutions internally, which may reduce their demand for our
products. We expect that competition will continue to be intense, and there is a risk that our competitors may be able to gain a
product offering or cost structure advantage over us, which may result in a loss of business to us. Further, some of our
competitors may utilize certain pricing strategies, including offering products at prices at or below cost, that we may be unable
to competitively match. We may also have difficulty effectively competing with manufacturers benefitting from governmental
investments.
If we do not properly manage technology transitions and product development and introduction, our competitiveness and
operating results may be negatively affected.
The storage markets in which we offer our products continuously undergo technology transitions that we must anticipate
and adapt our existing products or develop new products to address in a timely manner. If we fail to implement new
technologies successfully, if we are slower than our competitors at implementing new technologies, or if our technology
transitions or product development are more costly to complete than anticipated, we may not be able to offer products our
customers desire and our costs may not remain competitive, which would harm revenues, our gross margin and operating
results.
In addition, the success of our technology transitions and product development and introduction depends on a number of
other factors, including:
•
•
R&D expenses and results;
difficulties faced in manufacturing ramp;
• market acceptance/qualification;
•
effective management of inventory levels in line with anticipated product demand;
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•
•
•
•
the vertical integration of some of our products, which may result in more capital expenditures and greater fixed costs
than if we were not vertically integrated;
our ability to cost effectively respond to customer requests for new products or features and software associated with
our products;
our ability to increase our software development capability; and
the effectiveness of our go-to-market capability in selling new products.
Moving to new technologies and products may require us to align to, and build, a new supply base. Our success in new
product areas may be dependent in part on our ability to develop close relationships with new suppliers and on our ability to
enter into favorable supply agreements. Where this cannot be done, our business and operations may be adversely affected. In
addition, if our customers choose to delay transition to new technologies, if demand for the products that we develop is lower
than expected or if the supporting technologies to implement these new technologies are not available, we may be unable to
achieve the cost structure required to support our profit objectives or may be unable to grow or maintain our market position.
Additionally, new technologies and products could substitute for or replace our current technologies and products and
make them obsolete. We also develop products to meet certain industry and technical standards, which may change. We could
incur substantial costs as a result of shifts in technology and standards, such as adopting new standards or investing in different
capital equipment or manufacturing processes to remain competitive.
For additional technology transition risks related to Flash Ventures, see the risk factor entitled “We rely substantially on
our business ventures with Kioxia for the development and supply of flash-based memory, which subjects us to risks and
uncertainties that could harm our business, financial condition and operating results.”
Our strategic relationships subject us to risks that could adversely affect our business, financial condition and results of
operations.
We have entered into strategic relationships with various partners for future product development, sales growth and the
supply of technologies, components, equipment and materials for use in our product design and manufacturing, including our
partnership with Kioxia for flash-based memory development and manufacturing. These strategic relationships are subject to
various risks that could adversely affect the value of our investments and our results of operations and financial condition.
These risks include, but are not limited to, the following:
•
•
•
•
•
•
•
•
our interests could diverge from our partners’ interests or we may not agree with co-venturers on ongoing activities,
technology transitions or on the amount, timing or nature of further investments in the relationship;
we may experience difficulties and delays in product and technology development at, ramping production at, and
transferring technology to, our business ventures;
our control over the operations of our business ventures is limited;
due to financial constraints, our co-venturers may be unable to meet their commitments to us or may pose credit risks
for our transactions with them;
due to differing business models, financial constraints or long-term business goals, our partners may decide not to join
us in funding capital investment by our business ventures, which may result in higher levels of cash expenditures by us
or prevent us from proceeding in the investment;
we may lose the rights to technology or products being developed by the strategic relationship, including if any of our
co-venturers is acquired by another company or otherwise transfers its interest in the business venture, files for
bankruptcy or experiences financial or other losses;
a bankruptcy event involving a co-venturer could result in the early termination or adverse modification of the business
venture or agreements governing the business venture;
we may experience difficulties or delays in collecting amounts due to us from our co-venturers;
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•
•
the terms of our arrangements may turn out to be unfavorable; and
changes in tax, legal or regulatory requirements may necessitate changes in the agreements with our co-venturers.
If our strategic relationships are unsuccessful or there are unanticipated changes in, or termination of, our strategic
relationships, our business, results of operations and financial condition may be adversely affected.
We are dependent on a limited number of qualified suppliers who provide critical materials or components, and a
disruption in our supply chain, including a shortage in supply or a supplier’s failure to support us in a timely manner with
goods or services at a quality level and cost acceptable to us, or supplier consolidation, could adversely affect our margins,
revenues and operating results.
We depend on an external supply base for technologies, software (including firmware), preamps, controllers, dynamic
random-access memory, components, equipment and materials for use in our product design and manufacturing. We also
depend on suppliers for a portion of our wafer testing, chip assembly, product assembly and product testing, and on service
suppliers for providing technical support for our products. In addition, we use logistics partners to manage our just-in-time
hubs, distribution centers and freight from suppliers to our factories and from our factories to our customers throughout the
world. Many of the components and much of the equipment we acquire must be specifically designed to be compatible for use
in our products or for developing and manufacturing our future products, and are only available from a limited number of
suppliers, some of whom are our sole-source suppliers. We are therefore dependent on these suppliers to be able and willing to
meet our business needs including dedicating adequate engineering resources to develop components that can be successfully
integrated into our products, technology and equipment.
Our suppliers have in the past been, and may in the future be, unable or unwilling to meet our requirements. If we are
unable to purchase sufficient quantities from our current suppliers or qualify and engage additional suppliers, or if we cannot
purchase materials at a reasonable price, we may not be able to meet demand for our products. Trade restrictions, including
tariffs, quotas and embargoes, demand from other high volume industries for materials or components used in our products,
disruptions in supplier relationships or shortages in other components and materials used in our customers’ products could
result in increased costs to us or decreased demand for our products, which could negatively impact our operating results.
Delays or cost increases experienced by our suppliers in developing or sourcing materials and components for use in our
products or incompatibility or quality issues relating to our products, could also harm our financial results as well as business
relationships with our customers.
We do not have long-term contracts with some of our existing suppliers, nor do we always have guaranteed manufacturing
capacity with our suppliers and, therefore, we cannot guarantee that they will devote sufficient resources or capacity to
manufacturing our products. Any significant problems that occur at our suppliers, or their failure to perform at the level we
expect, could lead to product shortages or quality assurance problems, either of which would harm our operating results and
financial condition. When we do have contractual commitments with component suppliers in an effort to increase and stabilize
the supply of those components, those commitments may require us to buy a substantial number of components from the
supplier or make significant cash advances to the supplier; however, these commitments may not result in a satisfactory
increase or stabilization of the supply of such components and may cause us to have inadequate or excess component inventory,
which could increase our operating costs and adversely affect our operating results.
In addition, our supply base has experienced industry consolidation. Our suppliers may be acquired by our competitors,
consolidate, decide to exit the industry, or redirect their investments and increase costs to us, each of which may have an
adverse effect on our business and operations. In addition, some of our suppliers have experienced a decline in financial
performance. Where we rely on a limited number of suppliers or a single supplier, the risk of supplier loss due to industry
consolidation or a decline in financial performance is enhanced. Some of our suppliers may also be competitors in other areas
of our business, which could lead to difficulties in price negotiations or meeting our supply requirements. Any disruption in our
supply chain could reduce our revenue and adversely impact our financial results.
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Our operations, and those of certain of our suppliers and customers, are subject to substantial risk of damage or
disruption.
As a result of our cost structure and strategy of vertical integration, we conduct our operations at large, high volume,
purpose-built facilities in California and throughout Asia. The facilities of many of our customers, our suppliers and our
customers’ suppliers are also concentrated in certain geographic locations throughout Asia and elsewhere. A fire, flood,
earthquake, tsunami or other natural disaster, condition or event such as a power outage, terrorist attack, political instability,
civil unrest, localized labor unrest or other employment issues, or a health epidemic that adversely affects any of these facilities,
the employees, the technology infrastructure or logistics operators at these facilities, would significantly affect our ability to
manufacture or sell our products and source components, which would result in a substantial loss of sales and revenue and a
substantial harm to our operating results. In addition, the geographic concentration of our manufacturing sites could exacerbate
the negative impacts resulting from any of these problems. A significant event that impacts any of our manufacturing sites, or
the sites of our customers or suppliers, could adversely affect our ability to manufacture or sell our products, and our business,
financial condition and results of operations could suffer.
We may incur losses beyond the limits of, or outside the scope of, the coverage of our insurance policies. There can be no
assurance that in the future we will be able to maintain existing insurance coverage or that premiums will not increase
substantially. Due to market availability, pricing or other reasons, we may elect not to purchase insurance coverage or to
purchase only limited coverage. We maintain limited insurance coverage and, in some cases, no coverage at all, for natural
disasters and environmental damages, as these types of insurance are sometimes not available or available only at a prohibitive
cost. We depend upon Kioxia to obtain and maintain sufficient property, business interruption and other insurance for Flash
Ventures. If Kioxia fails to do so, we could suffer significant unreimbursable losses, and such failure could also cause Flash
Ventures to breach various financing covenants.
We experience sales seasonality and cyclicality, which could cause our operating results to fluctuate. In addition,
accurately forecasting demand has become more difficult, which could adversely affect our business and financial results or
operating efficiencies.
Sales of computer systems, mobile devices, storage subsystems, gaming consoles and consumer electronics tend to be
seasonal and subject to supply-demand cycles, and therefore we expect to continue to experience seasonality and cyclicality in
our business as we respond to variations in supply dynamics and customer demand. Changes in seasonal and cyclical supply
and demand patterns have made it, and could continue to make it, more difficult for us to forecast demand, especially as a result
of the current macroeconomic environment. Changes in the product or channel mix of our business can also impact seasonal
and cyclical patterns, adding complexity in forecasting demand. Seasonality and cyclicality also may lead to higher volatility in
our stock price. It is difficult for us to evaluate the degree to which seasonality and cyclicality may affect our stock price or
business in future periods because of the rate and unpredictability of product transitions, actions by competitors, new product
introductions and macroeconomic conditions.
The variety and volume of products we manufacture are based in part on accurately forecasting market and customer
demand for our products. Accurately forecasting demand has also become increasingly difficult for us, our customers and our
suppliers due to volatility in global economic conditions and industry consolidation, resulting in less availability of historical
market data for certain product segments. Further, for many of our original equipment manufacturers (“OEM”) customers
utilizing just-in-time inventory, we do not generally require firm order commitments and instead receive a periodic forecast of
requirements, which may prove to be inaccurate. In addition, because our products are designed to be largely interchangeable
with competitors’ products, our demand forecasts may be impacted significantly by the strategic actions of our competitors. As
forecasting demand becomes more difficult, the risk that our forecasts are not in line with demand increases. If our forecasts
exceed actual market demand, we could experience periods of product oversupply, excess inventory, and price decreases, which
could impact our sales, ASPs and gross margin, thereby adversely affecting our operating results and our financial condition. If
market demand increases significantly beyond our forecasts or beyond our ability to add manufacturing capacity, then we may
not be able to satisfy customer product needs, possibly resulting in a loss of market share if our competitors are able to meet
customer demands. In addition, some of our components have long lead-times, requiring us to place orders several months in
advance of anticipated demand. Such long lead-times increase the risk of excess inventory or loss of sales in the event our
forecasts vary substantially from actual demand.
19
The loss of our key management, staff and skilled employees, the inability to hire and integrate new employees or
decisions to realign our business could negatively impact our business prospects.
Our success depends upon the continued contributions of our key management, staff and skilled employees, many of whom
would be extremely difficult to replace. Changes in our key management team can result in loss of continuity, loss of
accumulated knowledge, departure of other key employees, disruptions to our operations and inefficiency during transitional
periods. Global competition for skilled employees in the technology related industry is intense, and our business success
becomes increasingly dependent on our ability to retain our key staff and skilled employees, to implement succession plans for
our key management and staff, to attract, integrate and retain new skilled employees, including employees from acquisitions,
and to make decisions to realign our business to take advantage of efficiencies or reduce redundancies. Changes in immigration
policies may impair our ability to recruit and hire technical and professional talent. Our employee hiring and retention also
depend on our ability to build and maintain a diverse and inclusive workplace culture and be viewed as an employer of choice.
Additionally, because a substantial portion of our key employees’ compensation is placed “at risk” and linked to the
performance of our business, including through equity compensation, when our operating results are negatively impacted, we
may be at a competitive disadvantage for retaining and hiring key management, staff and skilled employees versus other
companies that may pay a relatively higher portion of base compensation. If we are unable to hire and retain key management,
staff or skilled employees, our operating results would likely be harmed.
If we fail to identify, manage, complete and integrate acquisitions, investment opportunities or other significant
transactions, which are a key part of our growth strategy, it may adversely affect our future results.
We seek to be an industry-leading developer, manufacturer and provider of innovative storage solutions, balancing our core
hard drive and flash memory business with growing investments in newer areas that we believe will provide us with higher
growth opportunities. Acquisitions of, investment opportunities in, or other significant transactions with companies that are
complementary to our business are a key part of our overall business strategy. In order to pursue this part of our growth strategy
successfully, we must continue to identify attractive acquisition or investment opportunities, successfully complete the
transactions, some of which may be large and complex, and manage post-closing issues such as integration of the acquired
company or employees. We may not be able to continue to identify or complete appealing acquisition or investment
opportunities given the intense competition for these transactions. Even if we identify and complete suitable corporate
transactions, we may not be able to successfully address any integration challenges in a timely manner, or at all. There may be
difficulties with implementing new systems and processes or with integrating systems and processes of companies with
complex operations, which could result in inconsistencies in standards, controls, procedures and policies and may increase the
risk that our internal controls are found to be ineffective. Failing to successfully integrate or realign our business to take
advantage of efficiencies or reduce redundancies of an acquisition may result in not realizing all or any of the anticipated
benefits of the acquisition. In addition, failing to achieve the financial model projections for an acquisition or changes in
technology development and related roadmaps following an acquisition may result in the incurrence of impairment charges and
other expenses, both of which could adversely impact our results of operations or financial condition. Acquisitions and
investments may also result in the issuance of equity securities that may be dilutive to our shareholders and the issuance of
additional indebtedness that would put additional pressure on liquidity. Furthermore, we may agree to provide continuing
service obligations or enter into other agreements in order to obtain certain regulatory approvals of our corporate transactions,
and failure to satisfy these additional obligations could result in our failing to obtain regulatory approvals or the imposition of
additional obligations on us, any of which could adversely affect our business, financial condition and results of operations. In
addition, new legislation or additional regulations may affect or impair our ability to invest with or in certain other countries or
require us to obtain regulatory approvals to do so, including investments in joint ventures, minority investments and outbound
technology transfers to certain countries.
Any cost saving initiatives, restructurings or divestitures that we undertake may result in disruptions to our operations and
may not deliver the results we expect, which may adversely affect our business.
From time to time, we engage in cost saving initiatives, restructurings and divestitures that may result in workforce
reduction and consolidation of our manufacturing or other facilities. As a result of these actions, we may experience a loss of
continuity, loss of accumulated knowledge, disruptions to our operations and inefficiency during transitional periods. These
actions could also impact employee retention. In addition, we cannot be sure that these actions will be as successful in reducing
our overall expenses as we expect, that additional costs will not offset any such reductions or consolidations or that we do not
forego future business opportunities as a result of these actions. If our operating costs are higher than we expect or if we do not
maintain adequate control of our costs and expenses, our operating results could be adversely affected.
20
Our high level of debt may adversely impact our liquidity, restrict our operations and ability to respond to business
opportunities, and increase our vulnerability to adverse economic and industry conditions.
As of July 3, 2020, our total indebtedness was $9.71 billion in aggregate principal, and we had $2.25 billion of additional
borrowing availability under our revolving credit facility, subject to customary conditions under the credit agreement.
Our high level of debt could have significant consequences, which include, but are not limited to, the following:
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limiting our ability to obtain additional financing for working capital, capital expenditures, acquisitions or other
general corporate purposes;
requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes;
imposing financial and other restrictive covenants on our operations, including limiting our ability to (i) declare or pay
dividends or repurchase shares of our common stock; (ii) purchase assets, make investments, complete acquisitions,
consolidate or merge with or into, or sell all or substantially all of our assets to, another person; (iii) dispose of assets;
(iv) incur liens; and (v) enter into transactions with affiliates; and
• making us more vulnerable to economic downturns and limiting our ability to withstand competitive pressures or take
advantage of new opportunities to grow our business.
Our ability to meet our debt service obligations, comply with our debt covenants and deleverage depends on our cash flows
and financial performance, which are affected by financial, business, economic and other factors. The rate at which we will be
able to or choose to deleverage is uncertain. Failure to meet our debt service obligations or comply with our debt covenants
could result in an event of default under the applicable indebtedness. We may be unable to cure, or obtain a waiver of, an event
of default or otherwise amend our debt agreements to prevent an event of default thereunder on terms acceptable to us or at all.
In that event, the debt holders could accelerate the related debt, which may result in the cross-acceleration or cross-default of
other debt, leases or other obligations. We may not have sufficient funds available to repay accelerated indebtedness, and we
may be required to refinance all or part of our debt, sell important strategic assets at unfavorable prices, incur additional
indebtedness or issue common stock or other equity securities, which we may be unable to do on terms acceptable to us, in
amounts sufficient to meet our needs or at all. Our inability to service our debt obligations or refinance our debt could have a
material adverse effect on our business, operating results and financial condition. Further, if we are unable to repay, refinance or
restructure our secured indebtedness, the holder of such debt could proceed against the collateral securing that indebtedness.
Refinancing our indebtedness may also require us to expense previous debt issuance costs or to incur new debt issuance costs.
As our bank debt contains a variable interest rate component based on our corporate credit ratings, a decline in our ratings
could result in increased interest rates and debt service obligations. In addition, our ratings impact the cost and availability of
future borrowings and, accordingly, our cost of capital. Our ratings reflect the opinions of the ratings agencies as to our
financial strength, operating performance and ability to meet our debt obligations. There can be no assurance that we will
achieve a particular rating or maintain a particular rating in the future.
Our credit agreement uses the London Interbank Offered Rate (“LIBOR”) as a reference rate for our term loans and
revolving credit facility, such that the applicable interest rate may, at our option, be calculated based on LIBOR. In July 2017,
the U.K.’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of
2021. In April 2018, the Federal Reserve Bank of New York began publishing a Secured Overnight Funding Rate, which is
intended to replace U.S. dollar LIBOR. Plans for alternative reference rates for other currencies have also been announced. At
this time, we cannot predict how markets will respond to these proposed alternative rates or the effect of any changes to LIBOR
or the discontinuation of LIBOR. If LIBOR is no longer available or if our lenders have increased costs due to changes in
LIBOR, we may experience potential increases in interest rates on our variable rate debt, which could adversely impact our
interest expense, results of operations and cash flows. In addition, replacing LIBOR with an alternative reference rate for any of
our debt could be a taxable event.
We may from time to time seek to further refinance our substantial indebtedness by issuing additional shares of common
stock, which may dilute our existing shareholders, reduce the value of our common stock, or both.
21
Loss of revenue from a key customer, or consolidation among our customer base, could harm our operating results.
During the year ended July 3, 2020, 42% of our revenue came from sales to our top 10 customers. These customers have a
variety of suppliers to choose from and therefore can make substantial demands on us, including demands on product pricing
and on contractual terms, often resulting in the allocation of risk to us as the supplier. Our ability to maintain strong
relationships with our principal customers is essential to our future performance. We have experienced and may in the future
experience events such as the loss of a key customer, prohibition or restriction of sales to a key customer by law, regulation or
other government action, reductions in sales to or orders by a key customer, customer requirements to reduce our prices before
we are able to reduce costs or the acquisition of a key customer by one of our competitors. These events would likely harm our
operating results and financial condition. Further, government authorities may implement laws or regulations or take other
actions that could result in significant changes to the business or operating models of our customers. Such changes could
adversely affect our operating results.
Additionally, if there is consolidation among our customer base, our customers may be able to command increased
leverage in negotiating prices and other terms of sale, which could adversely affect our profitability. Consolidation among our
customer base may also lead to reduced demand for our products, increased customer pressure on our prices, replacement of our
products by the combined entity with those of our competitors and cancellations of orders, each of which could harm our
operating results.
Also, the storage ecosystem is constantly evolving, and our traditional customer base is changing. Fewer companies now
hold greater market share for certain applications and services, such as cloud storage and computing platforms, mobile, social
media, shopping and streaming media. As a result, the competitive landscape is changing, giving these companies increased
leverage in negotiating prices and other terms of sale, which could adversely affect our profitability. In addition, the changes in
our evolving customer base create new selling and distribution patterns to which we must adapt. To remain competitive, we
must respond to these changes by ensuring we have proper scale in this evolving market, as well as offer products that meet the
technological requirements of this customer base at competitive pricing points. To the extent we are not successful in
adequately responding to these changes, our operating results and financial condition could be harmed.
Tax matters may materially affect our financial position and results of operations.
Changes in tax laws in the United States, the European Union and around the globe have impacted and will continue to
impact our effective worldwide tax rate, which may materially affect our financial position and results of operations. Further,
organizations such as the Organization for Economic Cooperation and Development, have published action plans that, if
adopted by countries where we do business, could increase our tax obligations in these countries. Due to the large scale of our
U.S. and international business activities, many of these enacted and proposed changes to the taxation of our activities could
increase our worldwide effective tax rate and harm our financial position and results of operations. Additionally, portions of our
operations are subject to a reduced tax rate or are free of tax under various tax holidays that expire in whole or in part from time
to time, or may be terminated if certain conditions are not met. Although many of these holidays may be extended when certain
conditions are met, we may not be able to meet such conditions. If the tax holidays are not extended, or if we fail to satisfy the
conditions of the reduced tax rate, then our effective tax rate could increase in the future.
Our determination of our tax liability in the U.S. and other jurisdictions is subject to review by applicable domestic and
foreign tax authorities. For example, as disclosed in Part II, Item 8, Note 13, Income Tax Expense, of the Notes to Consolidated
Financial Statements included in this Annual Report on Form 10-K, we are under examination by the Internal Revenue Service
for certain fiscal years and in connection with that examination, we received statutory notices of deficiency seeking certain
adjustments to income and have filed petitions with the U.S. Tax Court. Although we believe our tax positions are properly
supported, the final timing and resolution of any tax examinations are subject to significant uncertainty and could result in
litigation or the payment of significant amounts to the applicable tax authority in order to resolve examination of our tax
positions, which could result in an increase or decrease of our current estimate of unrecognized tax benefits and may negatively
impact our financial position, results of operations or cash flows.
22
Sales in the distribution channel and to the retail market are important to our business, and if we fail to respond to
demand changes within these markets, or maintain and grow our applicable market share, our operating results could
suffer.
Our distribution customers typically sell to small computer manufacturers, dealers, systems integrators and other resellers.
We face significant competition in this channel as a result of limited product qualification programs and a significant focus on
price and availability of product. As a result of the shift to mobile devices, more computing devices are being delivered to the
market as complete systems, which could weaken the distribution market. If we fail to respond to changes in demand in the
distribution market, our operating results could suffer. Additionally, if the distribution market weakens as a result of technology
transitions or a significant change in consumer buying preference, or if we experience significant price declines due to demand
changes in the distribution channel, our operating results would be adversely affected. Negative changes in the credit-
worthiness or the ability to access credit, or the bankruptcy or shutdown of any of our significant retail or distribution partners
would harm our revenue and our ability to collect outstanding receivable balances.
A significant portion of our sales is also made through retailers. Our success in the retail market depends in large part on
our ability to maintain our brand image and corporate reputation and to expand into and gain market acceptance of our products
in multiple retail market channels. Particularly in the retail market, adverse publicity, whether or not justified, or allegations of
product or service quality issues, even if false or unfounded, could damage our reputation and cause our customers to choose
products offered by our competitors. Further, changes to the retail environment, such as store closures caused by
macroeconomic conditions or changing customer preferences, may reduce the demand for our products. If customers no longer
maintain a preference for our product brands or if our retailers are not successful in selling our products, our operating results
may be adversely affected.
Our operating results fluctuate, sometimes significantly, from period to period due to many factors, which may result in a
significant decline in our stock price.
Our quarterly operating results may be subject to significant fluctuations as a result of a number of other factors including:
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weakness in demand for one or more product categories;
the timing of orders from and shipment of products to major customers or loss of major customers;
our product mix;
reductions in the ASPs of our products and lower margins;
excess output, capacity or inventory, resulting in lower ASPs, financial charges or impairments, or insufficient output,
capacity or inventory, resulting in lost revenue opportunities;
inability to successfully implement technology transitions or other technology developments, or other failure to reduce
product costs to keep pace with reduction in ASPs;
• manufacturing delays or interruptions;
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delays in design wins or customer qualifications, acceptance by customers of competing products in lieu of our
products;
variations in the cost of and lead times for components for our products, disruptions of our supply chain;
increase in costs due to warranty claims; and
higher costs as a result of currency exchange rate fluctuations.
We often ship a high percentage of our total quarterly sales in the third month of the quarter, which makes it difficult for us
to forecast our financial results before the end of the quarter. As a result of the above or other factors, our forecast of operating
results for the quarter may differ materially from our actual financial results. If our results of operations fail to meet the
expectations of analysts or investors, it could cause an immediate and significant decline in our stock price.
23
If our technology infrastructure, systems or products are compromised, damaged or interrupted by cyber attacks, data
security breaches, other security problems, design defects or sustain system failures, our operating results and financial
condition could be adversely affected.
We experience cyber attacks of varying degrees on our technology infrastructure and systems and, as a result, unauthorized
parties have obtained in the past, and may in the future obtain, access to our computer systems and networks, including cloud-
based platforms. The technology infrastructure and systems of our suppliers, vendors, service providers, cloud solution
providers and partners have in the past experienced and may in the future experience such attacks. Cyber attacks can include
computer viruses, computer denial-of-service attacks, worms, and other malicious software programs or other attacks, covert
introduction of malware to computers and networks, impersonation of authorized users, and efforts to discover and exploit any
design flaws, bugs, security vulnerabilities or security weaknesses, as well as intentional or unintentional acts by employees or
other insiders with access privileges, intentional acts of vandalism or fraud by third parties and sabotage. In some instances,
efforts to correct vulnerabilities or prevent attacks may reduce the performance of our computer systems and networks, which
could negatively impact our business. We believe cyber attack attempts are increasing in number and that cyber attackers are
developing increasingly sophisticated systems and means to not only attack systems, but also to evade detection or to obscure
their activities.
Our products are also targets for cyber attacks, including those products utilized in cloud-based environments as well as our
cloud service offerings. While some of our products contain encryption or security algorithms to protect third-party content or
user-generated data stored on our products, these products could still be hacked or the encryption schemes could be
compromised, breached, or circumvented by motivated and sophisticated attackers. Further, our products contain sophisticated
hardware and operating system software and applications that may contain security problems, security vulnerabilities, or defects
in design or manufacture, including “bugs” and other problems that could interfere with the intended operation of our products.
To the extent our products are hacked or the encryption schemes are compromised or breached, this could harm our business by
requiring us to employ additional resources to fix the errors or defects, exposing us to litigation and indemnification claims and
hurting our reputation.
If efforts to breach our infrastructure, systems or products are successful or we are unable to protect against these risks, we
could suffer interruptions, delays, or cessation of operations of our systems, and loss or misuse of proprietary or confidential
information, IP, or sensitive or personal information. Breaches of our infrastructure, systems or products could also cause our
customers and other affected third parties to suffer loss or misuse of proprietary or confidential information, IP, or sensitive or
personal information, and could harm our relationships with customers and other third parties. As a result, we could experience
additional costs, indemnification claims, litigation, and damage to our brand and reputation. All of these consequences could
harm our reputation and our business and materially and adversely affect our operating results and financial condition.
We are subject to laws, rules, and regulations relating to the collection, use, sharing, and security of third-party data
including personal data, and our failure to comply with these laws, rules and regulations could subject us to proceedings by
governmental entities or others and cause us to incur penalties, significant legal liability, or loss of customers, loss of
revenue, and reputational harm.
We are subject to laws, rules, and regulations relating to the collection, use, and security and privacy of third-party data
including data that relates to or identifies an individual person. In many cases, these laws apply not only to third-party
transactions, but also to transfers of information between us and our subsidiaries, and among us, our subsidiaries and other
parties with which we have commercial relations. Our possession and use of third-party data, including personal data and
employee data in conducting our business, subjects us to legal and regulatory burdens that require us to notify vendors,
customers or employees or other parties with which we have commercial relations of a data security breach and to respond to
regulatory inquiries and to enforcement proceedings. Laws and regulations relating to the collection, use, and security and
privacy of third-party data change over time and new laws and regulations become effective from time to time. For example,
the California Consumer Privacy Act (“CCPA”), which became effective January 1, 2020, imposes new obligations on certain
companies doing business in California with respect to the personal information of California residents. These obligations
include new notice and privacy policy requirements, as well as new obligations to respond to requests to know and access
personal information, delete personal information and say no to the sale of personal information. Global privacy and data
protection legislation, enforcement, and policy activity in this area are rapidly expanding and evolving, and may be inconsistent
from jurisdiction to jurisdiction. Compliance requirements and even our inadvertent failure to comply with applicable laws may
cause us to incur substantial costs, subject us to proceedings by governmental entities or others, and cause us to incur penalties
or other significant legal liability, or lead us to change our business practices.
24
We are subject to risks related to product defects, which could result in product recalls or epidemic failures and could
subject us to warranty claims in excess of our warranty provisions or which are greater than anticipated, litigation or
indemnification claims.
We warrant the majority of our products for periods of one to five years. We test our products in our manufacturing
facilities through a variety of means. However, our testing may fail to reveal defects in our products that may not become
apparent until after the products have been sold into the market. In addition, our products may be used in a manner that is not
intended or anticipated by us, resulting in potential liability. Accordingly, there is a risk that product defects will occur,
including as a result of third-party components or applications that we incorporate in our products, which could require a
product recall. Product recalls can be expensive to implement. As part of a product recall, we may be required or choose to
replace the defective product. Moreover, there is a risk that product defects may trigger an epidemic failure clause in a customer
agreement. If an epidemic failure occurs, we may be required to replace or refund the value of the defective product and to
cover certain other costs associated with the consequences of the epidemic failure. In addition, product defects, product recalls
or epidemic failures may cause damage to our reputation or customer relationships, lost revenue, indemnification for a recall of
our customers’ products, warranty claims, litigation or loss of market share with our customers, including our OEM and ODM
customers. Our business liability insurance may be inadequate or future coverage may be unavailable on acceptable terms,
which could adversely impact our operating results and financial condition.
Our standard warranties contain limits on damages and exclusions of liability for consequential damages and for misuse,
improper installation, alteration, accident or mishandling while in the possession of someone other than us. We record an
accrual for estimated warranty costs at the time revenue is recognized. We may incur additional expenses if our warranty
provisions do not reflect the actual cost of resolving issues related to defects in our products, whether as a result of a product
recall, epidemic failure or otherwise. If these additional expenses are significant, it could adversely affect our business, financial
condition and operating results.
We are subject to state, federal and international legal and regulatory requirements, such as environmental, labor, trade,
health, safety, anti-corruption and tax regulations, customers’ standards of corporate citizenship, and industry and coalition
standards, such as those established by the Responsible Business Alliance (“RBA”), and compliance with those
requirements could cause an increase in our operating costs and failure to comply may harm our business.
We are subject to, and may become subject to additional, state, federal and international laws and regulations governing
our environmental, labor, trade, health, safety, anti-corruption and tax practices. These laws and regulations, particularly those
applicable to our international operations, are or may be complex, extensive and subject to change. We will need to ensure that
we and our suppliers, customers and partners timely comply with such laws and regulations, which may result in an increase in
our operating costs. Legislation has been, and may in the future be, enacted in locations where we manufacture or sell our
products, which could impair our ability to conduct business in certain jurisdictions or with certain customers and harm our
operating results. In addition, climate change and financial reform legislation is a significant topic of discussion and has
generated and may continue to generate federal, international or other regulatory responses in the near future. If we or our
suppliers, customers or partners fail to timely comply with applicable legislation, certain customers may refuse to purchase our
products or we may face increased operating costs as a result of taxes, fines or penalties, or legal liability and reputational
damage, which could have a material adverse effect on our business, operating results and financial condition.
In connection with our compliance with environmental laws and regulations, as well as our compliance with industry and
coalition environmental initiatives, such as those established by the RBA, the standards of business conduct required by some
of our customers, and our commitment to sound corporate citizenship in all aspects of our business, we could incur substantial
compliance and operating costs and be subject to disruptions to our operations and logistics. In addition, if we or our suppliers,
customers or partners were found to be in violation of these laws or noncompliant with these initiatives or standards of conduct,
we could be subject to governmental fines, liability to our customers and damage to our reputation and corporate brand, which
could cause our financial condition and operating results to suffer.
25
We and certain of our officers are at times involved in litigation, investigations and governmental proceedings, which may
be costly, may divert the efforts of our key personnel and could result in adverse court rulings, fines or penalties, which
could materially harm our business.
From time to time, we are involved in litigation, including antitrust and commercial matters, putative securities class action
suits and other actions. We are the plaintiff in some of these actions and the defendant in others. Some of the actions seek
injunctive relief, including injunctions against the sale of our products, and substantial monetary damages, which if granted or
awarded, could materially harm our business, financial condition and operating results. From time to time, we may also be the
subject of inquiries, requests for information, investigations and actions by government and regulatory agencies regarding our
businesses. Any such matters could result in material adverse consequences to our results of operations, financial condition or
ability to conduct our business, including fines, penalties or restrictions on our business activities.
Litigation is subject to inherent risks and uncertainties that may cause actual results to differ materially from our
expectations. In the event of an adverse outcome in any litigation, investigation or governmental proceeding, we could be
required to pay substantial damages, fines or penalties and cease certain practices or activities, including the manufacture, use
and sale of products. With or without merit, such matters can be complex, can extend for a protracted period of time, can be
very expensive and the expense can be unpredictable. Litigation initiated by us could also result in counter-claims against us,
which could increase the costs associated with the litigation and result in our payment of damages or other judgments against
us. In addition, litigation, investigations or governmental proceedings and any related publicity may divert the efforts and
attention of some of our key personnel, affect demand for our products and harm the market prices of our securities.
We may be obligated to indemnify our current or former directors or employees, or former directors or employees of
companies that we have acquired, in connection with litigation, investigations or governmental proceedings. These liabilities
could be substantial and may include, among other things: the costs of defending lawsuits against these individuals; the cost of
defending shareholder derivative suits; the cost of governmental, law enforcement or regulatory investigations or proceedings;
civil or criminal fines and penalties; legal and other expenses; and expenses associated with the remedial measures, if any,
which may be imposed.
The nature of our industry and its reliance on IP and other proprietary information subjects us and our suppliers,
customers and partners to the risk of significant litigation.
The data storage industry has been characterized by significant litigation. This includes litigation relating to patent and
other IP rights, product liability claims and other types of litigation. We have historically been involved in frequent disputes
regarding patent and other IP rights, and we have in the past received, and we may in the future receive, communications from
third parties asserting that certain of our products, processes or technologies infringe upon their patent rights, copyrights,
trademark rights or other IP rights. We may also receive claims of potential infringement if we attempt to license IP to others.
IP risks increase when we enter into new markets where we have little or no IP protection as a defense against litigation. The
complexity of the technology involved and the uncertainty of IP litigation increase the IP risks we face. Litigation can be
expensive, lengthy and disruptive to normal business operations. Moreover, the results of litigation are inherently uncertain and
may result in adverse rulings or decisions. We may be subject to injunctions, enter into settlements or be subject to judgments
that may, individually or in the aggregate, have a material adverse effect on our business, financial condition or operating
results.
If we incorporate third-party technology into our products or if claims or actions are asserted against us for alleged
infringement of the IP of others, we may be required to obtain a license or cross-license, modify our existing technology or
design a new non-infringing technology. Such licenses or design modifications can be extremely costly. We evaluate notices of
alleged patent infringement and notices of patents from patent holders that we receive from time to time. We may decide to
settle a claim or action against us, which settlement could be costly. We may also be liable for any past infringement. If there is
an adverse ruling against us in an infringement lawsuit, an injunction could be issued barring production or sale of any
infringing product. It could also result in a damage award equal to a reasonable royalty or lost profits or, if there is a finding of
willful infringement, treble damages. Any of these results would increase our costs and harm our operating results. In addition,
our suppliers, customers and partners are subject to similar risks of litigation, and a material, adverse ruling against a supplier,
customer or partner could negatively impact our business.
26
Moreover, from time to time, we agree to indemnify certain of our suppliers and customers for alleged IP infringement.
The scope of such indemnity varies but may include indemnification for direct and consequential damages and expenses,
including attorneys’ fees. We may be engaged in litigation as a result of these indemnification obligations. Third party claims
for patent infringement are excluded from coverage under our insurance policies. A future obligation to indemnify our
customers or suppliers may harm our business, financial condition and operating results.
Our reliance on IP and other proprietary information subjects us to the risk that these key ingredients of our business
could be copied by competitors.
Our success depends, in significant part, on the proprietary nature of our technology, including non-patentable IP such as
our process technology. We primarily rely on patent, copyright, trademark and trade secret laws, as well as nondisclosure
agreements and other methods, to protect our proprietary technologies and processes. There can be no assurance that our
existing patents will continue to be held valid, if challenged, or that they will have sufficient scope or strength to protect us. It is
also possible that competitors or other unauthorized third parties may obtain, copy, use or disclose, illegally or otherwise, our
proprietary technologies and processes, despite our efforts to protect our proprietary technologies and processes. If a competitor
is able to reproduce or otherwise capitalize on our technology despite the safeguards we have in place, it may be difficult,
expensive or impossible for us to obtain necessary legal protection. There are entities whom we believe may infringe our IP.
Enforcement of our rights often requires litigation. If we bring a patent infringement action and are not successful, our
competitors would be able to use similar technology to compete with us. Moreover, the defendant in such an action may
successfully countersue us for infringement of their patents or assert a counterclaim that our patents are invalid or
unenforceable. Also, the laws of some foreign countries may not protect our IP to the same extent as do U.S. laws. In addition
to patent protection of IP rights, we consider elements of our product designs and processes to be proprietary and confidential.
We rely upon employee, consultant and vendor non-disclosure agreements and contractual provisions and a system of internal
safeguards to protect our proprietary information. However, any of our registered or unregistered IP rights may be challenged or
exploited by others in the industry, which could harm our operating results.
The success of our branded products depends in part on the positive image that consumers have of our brands. We believe
the popularity of our brands makes them a target of counterfeiting or imitation, with third parties attempting to pass off
counterfeit products as our products. Any occurrence of counterfeiting, imitation or confusion with our brands could adversely
affect our reputation and impair the value of our brands, which in turn could negatively impact sales of our branded products,
our share and our gross margin, as well as increase our administrative costs related to brand protection and counterfeit detection
and prosecution.
Flash Ventures’ equipment lease agreements contain covenants and other cancellation events, and cancellation of the
leases would harm our business, operating results and financial condition.
Flash Ventures sells to and leases back a portion of its equipment from a consortium of financial institutions. Most of the
lease obligations are guaranteed 50% by us and 50% by Kioxia. Some of the lease obligations are guaranteed in full by us. As
of July 3, 2020, the portion of outstanding obligations covered by our guarantees totaled approximately $1.90 billion, based
upon the Japanese yen to U.S. dollar exchange rate at July 3, 2020. The leases are subject to customary covenants and
cancellation events that relate to Flash Ventures and each of the guarantors. Cancellation events include, among other things, an
assignment of all or a substantial part of a guarantor’s business and acceleration of other monetary debts of Flash Ventures or a
guarantor above a specified threshold. If a cancellation event were to occur, Flash Ventures would be required to negotiate a
resolution with the other parties to the lease transactions to avoid cancellation and acceleration of the lease obligations. Such
resolution could include, among other things, supplementary security to be supplied by us, increased interest rates or waiver
fees. If a resolution is not reached, we may be required to pay all of the outstanding lease obligations covered by our
guarantees, which would significantly reduce our cash position and may force us to seek additional financing, which may not be
available on terms acceptable to us, if at all.
If we do not resume paying a quarterly cash dividend or repurchasing shares of our common stock, the market price for
our common stock could decline.
In April 2020, we suspended our quarterly cash dividend policy. In addition, we have not repurchased shares of our
common stock pursuant to our stock repurchase program since the first quarter of fiscal 2019. Although we will reevaluate
paying cash dividends and repurchasing shares of our common stock when appropriate, there can be no assurance if, when or at
what level we may resume these activities. If we choose not to or are unable to resume paying cash dividends or repurchasing
shares of our common stock in the future, the market price of our common stock may decline.
27
Fluctuations in currency exchange rates as a result of our international operations may negatively affect our operating
results.
Because we manufacture and sell our products abroad, our revenue, cost of revenue, margins, operating costs and cash
flows are impacted by fluctuations in foreign currency exchange rates. If the U.S. dollar exhibits sustained weakness against
most foreign currencies, the U.S. dollar equivalents of unhedged manufacturing costs could increase because a significant
portion of our production costs are foreign-currency denominated. Conversely, there would not be an offsetting impact to
revenues since revenues are substantially U.S. dollar denominated. Additionally, we negotiate and procure some of our
component requirements in U.S. dollars from non-U.S. based vendors. If the U.S. dollar weakens against other foreign
currencies, some of our component suppliers may increase the price they charge for their components in order to maintain an
equivalent profit margin. In addition, our purchases of flash-based memory from Flash Ventures and our investment in Flash
Ventures are denominated in Japanese yen. If the Japanese yen appreciates against the U.S. dollar, our cost of purchasing flash-
based memory wafers and the cost to us of future capital funding of Flash Ventures would increase. If any of these events
occur, they could have a negative impact on our operating results.
Prices for our products are substantially U.S. dollar denominated, even when sold to customers that are located outside the
U.S. Therefore, as a substantial portion of our sales are from countries outside the U.S., fluctuations in currency exchanges
rates, most notably the strengthening of the U.S. dollar against other foreign currencies, contribute to variations in sales of
products in impacted jurisdictions and could adversely impact demand and revenue growth. In addition, currency variations can
adversely affect margins on sales of our products in countries outside the U.S.
We attempt to manage the impact of foreign currency exchange rate changes by, among other things, entering into short-
term foreign exchange contracts. However, these contracts may not cover our full exposure, and can be canceled by the
counterparty if currency controls are put in place. Thus, our decisions and hedging strategy with respect to currency risks may
not be successful and harm our operating results. Further, the ability to enter into foreign exchange contracts with financial
institutions is based upon our available credit from such institutions and compliance with covenants and other restrictions.
Operating losses, third party downgrades of our credit rating or instability in the worldwide financial markets could impact our
ability to effectively manage our foreign currency exchange rate risk. Hedging also exposes us to the credit risk of our
counterparty financial institutions.
Increases in our customers’ credit risk could result in credit losses and term extensions under existing contracts with
customers with credit losses could result in an increase in our operating costs.
Some of our OEM customers have adopted a subcontractor model that requires us to contract directly with companies, such
as ODMs, that provide manufacturing and fulfillment services to our OEM customers. Because these subcontractors are
generally not as well capitalized as our direct OEM customers, this subcontractor model exposes us to increased credit risks.
Our agreements with our OEM customers may not permit us to increase our product prices to alleviate this increased credit risk.
Additionally, as we attempt to expand our OEM and distribution channel sales into emerging economies such as Brazil, Russia,
India and China, the customers with the most success in these regions may have relatively short operating histories, making it
more difficult for us to accurately assess the associated credit risks. Our customers’ credit risk may also be exacerbated by an
economic downturn or other adverse global or regional economic conditions. Any credit losses we may suffer as a result of
these increased risks, or as a result of credit losses from any significant customer, especially in situations where there are term
extensions under existing contracts with such customers, would increase our operating costs, which may negatively impact our
operating results.
The market price of our common stock is volatile.
The market price of our common stock has been, and may continue to be, volatile. Factors that may significantly affect the
market price of our common stock include the following:
•
•
•
actual or anticipated fluctuations in our operating results, including those resulting from the seasonality of our
business;
perceptions about our strategic relationships and joint ventures, access to supply of flash-based memory, new
technologies and technology transitions;
announcements of technological innovations or new products by us or our competitors, which may decrease the
volume and profitability of sales of our existing products and increase the risk of inventory obsolescence;
28
•
•
•
•
•
•
strategic actions by us or competitors, such as acquisitions and restructurings;
periods of severe pricing pressures due to oversupply or price erosion resulting from competitive pressures or industry
consolidation;
proposed or adopted regulatory changes or developments or anticipated or pending investigations, proceedings or
litigation that involve or affect us or our competitors;
adverse publicity, whether or not justified;
failure to meet analysts’ revenue or earnings estimates or changes in financial estimates or publication of research
reports and recommendations by financial analysts relating specifically to us or the storage industry in general;
announcements relating to dividends and share repurchases; and
• macroeconomic conditions or other events that affect the market generally and, in particular, developments or events
impacting our industry.
In addition, the sale of substantial amounts of shares of our common stock, or the perception that these sales may occur,
could adversely affect the market price of our common stock. Further, the stock market is subject to fluctuations in the stock
prices and trading volumes that affect the market prices of the stock of public companies, including us. These broad market
fluctuations have adversely affected and may continue to adversely affect the market price of shares of our common stock. For
example, expectations concerning general economic conditions may cause the stock market to experience extreme price and
volume fluctuations from time to time that particularly affect the stock prices of many high technology companies. These
fluctuations may be unrelated to the operating performance of the companies.
Securities class action lawsuits are often brought against companies after periods of volatility in the market price of their
securities. A number of such suits have been filed against us in the past, and should any new lawsuits be filed, such matters
could result in substantial costs and a diversion of resources and management’s attention.
Further, a sustained decline in our stock price or market capitalization are among the factors that may be considered a
change in circumstances indicating that the carrying value of our long-lived assets or goodwill may be impaired and, if an
impairment review is triggered, could require us to record a significant charge to earnings in our Consolidated Financial
Statements.
Our cash balances and investment portfolio are subject to various risks, any of which could adversely impact our financial
position.
Given the international footprint of our business, we have both domestic and international cash balances. From time to
time, our investment portfolio may include various holdings, security types, and maturities. Our investment portfolio is subject
to general credit, liquidity, market, political, sovereign and interest rate risks, which may be exacerbated by unusual events that
affect global financial markets. Our investment portfolio may include investment grade corporate securities, bank deposits,
asset backed securities and U.S. government and agency securities. If global credit and equity markets experience prolonged
periods of decline, or if there is a downgrade of the U.S. government credit rating due to an actual or threatened default on
government debt, our investment portfolio may be adversely impacted and we could determine that our investments may
experience an other-than-temporary decline in fair value, requiring impairment charges that could adversely affect our financial
results. A failure of any of these financial institutions in which deposits exceed Federal Deposit Insurance Corporation (FDIC)
limits could also have an adverse impact on our financial position.
In addition, if we are unable to generate sufficient cash flows from operations to repay our indebtedness, fund acquisitions,
pay dividends, or repurchase shares of our common stock, we may choose or be required to increase our borrowings, if
available, or to repatriate funds to the U.S. at an additional tax cost. We must comply with regulations regarding the conversion
and distribution of funds earned in the local currencies of various countries. If we cannot comply with these or other applicable
regulations, we may face increased difficulties in using cash generated in these countries.
29
Item 1B. Unresolved Staff Comments
Not applicable.
30
Item 2.
Properties
Our principal executive offices are located in San Jose, California. Our leased facilities are occupied under leases that
expire at various times through 2034. Our principal manufacturing, R&D, marketing and administrative facilities as of July 3,
2020 were as follows:
Location
United States
California
Fremont
Irvine
Milpitas
San Jose
Colorado
Buildings
Owned or
Leased
Approximate
Square
Footage
Description
Leased
Leased
Owned
Owned and
Leased
290,000 Manufacturing of head wafers and R&D
434,000 R&D, administrative, marketing and sales
589,000 R&D, marketing and sales, and administrative
2,561,000 Manufacturing of head wafers, head, media and product development,
R&D, administrative, marketing and sales
Longmont
Colorado Springs
Leased
Leased
87,000 R&D
59,000 R&D
Minnesota
Rochester
Leased
121,000 Product development
Asia
China
Shanghai
Shenzhen
Japan
Owned
Owned and
Leased
774,000 Assembly and test of SSDs
563,000 Manufacturing of media
Fujisawa
Owned
661,000 Product development
Malaysia
Johor
Kuala Lumpur
Kuching
Penang
Philippines
Laguna
Thailand
Bang Pa-In
Prachinburi
India
Bangalore
Middle East
Israel
Owned
Owned
Owned
Owned
277,000 Manufacturing of substrates
145,000 R&D and administrative
285,000 Manufacturing and development of substrates
1,683,000 Assembly and test of SSDs, manufacturing of media, and R&D
Owned
632,000 Manufacturing of HGAs and slider fabrication
Owned
Owned
Owned and
Leased
1,578,000 Slider fabrication, manufacturing of HDDs and HGAs, and R&D
838,000 Manufacturing of HDDs
638,000 R&D and administrative
Kfar Saba
Tefen
Owned
Owned
167,000 R&D
64,000 R&D
We also lease office space in various other locations throughout the world primarily for R&D, sales, operations,
administration and technical support. We believe our present facilities are adequate for our current needs, although we upgrade
our facilities from time to time to meet anticipated future technological and market requirements. In general, new
manufacturing facilities can be developed and become operational within approximately nine to eighteen months should we
require such additional facilities.
31
Item 3.
Legal Proceedings
For a description of our legal proceedings, see Part II, Item 8, Note 16, Legal Proceedings, of the Notes to Consolidated
Financial Statements included in this Annual Report on Form 10-K, which is incorporated by reference in response to this item.
Item 4. Mine Safety Disclosures
Not applicable.
32
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information for Common Stock
Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “WDC.” The approximate
number of holders of record of our common stock as of August 19, 2020 was 920.
Repurchases of Equity Securities
We have not repurchased shares of our common stock pursuant to our stock repurchase program since the first quarter of
fiscal 2019. For additional information about our share repurchase program see Part II, Item 7, Management’s Discussion and
Analysis of Financial Condition and Results of Operations - Stock Repurchase Program.
Dividends
In April 2020, we suspended our quarterly cash dividend policy. For more information about our dividend policy see Part
II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations - Cash Dividends.
Stock Performance Graph
The following graph compares the cumulative total stockholder return of our common stock with the cumulative total
return of the S&P 500 Index and the Dow Jones U.S. Technology Hardware & Equipment Index for the five years ended July 3,
2020. The graph assumes that $100 was invested in our common stock at the close of market on July 2, 2015 and that all
dividends were reinvested. Stockholder returns over the indicated period should not be considered indicative of future
stockholder returns.
TOTAL RETURN TO STOCKHOLDERS
(Assumes $100 investment on July 2, 2015)
33
Total Return Analysis
Western Digital Corporation
S&P 500 Index
July 2,
2015
July 1,
2016
June 30,
2017
June 29,
2018
June 28,
2019
July 3,
2020
$ 100.00 $ 59.58 $ 116.72 $ 104.45 $ 67.05 $ 61.61
$ 100.00 $ 103.99 $ 122.60 $ 140.23 $ 154.83 $ 166.45
Dow Jones U.S. Technology Hardware & Equipment Index
$ 100.00 $ 92.31 $ 130.38 $ 169.84 $ 183.12 $ 266.37
The stock performance graph shall not be deemed soliciting material or to be filed with the SEC or subject to
Regulation 14A or 14C under the Securities Exchange Act of 1934 or to the liabilities of Section 18 of the Securities
Exchange Act of 1934, nor shall it be incorporated by reference into any past or future filing under the Securities Act of
1933 or the Securities Exchange Act of 1934, except to the extent we specifically request that it be treated as soliciting
material or specifically incorporate it by reference into a filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934.
34
Item 6.
Selected Financial Data
Financial Highlights
This selected consolidated financial data should be read together with the Consolidated Financial Statements and related
Notes contained in this Annual Report on Form 10-K, as well as the section of this Annual Report on Form 10-K entitled
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Revenue, net
Gross profit
Net income (loss)
Income (loss) per common share:
Basic
Diluted
Cash dividends declared per common share
Working capital
Total assets
Long-term debt
Shareholders’ equity
July 3,
2020
June 28,
2019
June 29,
2018
June 30,
2017
July 1,
2016
(in millions, except per share and employee data)
$
16,736 $
16,569 $
20,647 $
19,093 $
12,994
3,781
(250)
3,752
(754)
7,705
675
6,072
397
3,435
242
$
$
$
$
$
$
$
(0.84) $
(2.58) $
2.27 $
1.38 $
(0.84) $
(2.58) $
2.20 $
1.34 $
1.01
1.00
1.50 $
2.00 $
2.00 $
2.00 $
2.00
4,642 $
4,660 $
6,182 $
6,712 $
5,635
25,662 $
26,370 $
29,235 $
29,860 $
32,862
9,289 $
10,246 $
10,993 $
12,918 $
13,660
9,551 $
9,967 $
11,531 $
11,418 $
11,145
Number of employees (1)
63,800
61,800
71,600
67,600
72,900
(1) Excludes temporary employees and contractors.
Results for Kazan Networks, Inc., Tegile Systems, Inc., Upthere, Inc., and SanDisk Corporation, which were acquired on
September 10, 2019, September 15, 2017, August 25, 2017 and May 12, 2016, respectively, are included in our operating
results only after their respective dates of acquisition.
35
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis contains forward-looking statements within the meaning of the federal securities
laws, and should be read in conjunction with the disclosures we make concerning risks and other factors that may affect our
business and operating results. You should read this information in conjunction with the Consolidated Financial Statements and
the notes thereto included in Part II, Item 8 of this Annual Report on Form 10-K. See also “Forward-Looking Statements”
immediately prior to Part I, Item 1 of this Annual Report on Form 10-K.
Our Company
We are a leading developer, manufacturer and provider of data storage devices and solutions that address the evolving
needs of the information technology (“IT”) industry and the infrastructure that enables the proliferation of data in virtually
every other industry. We create environments for data to thrive. We drive the innovation needed to help customers capture,
preserve, access and transform an ever-increasing diversity of data. Everywhere data lives, from advanced data centers to
mobile sensors to personal devices, our industry-leading solutions deliver the possibilities of data.
Our broad portfolio of technology and products address the following key end markets: Client Devices; Data Center
Devices and Solutions; and Client Solutions. We also generate license and royalty revenue from our extensive intellectual
property (“IP”), which is included in each of these three end market categories.
Our fiscal year ends on the Friday nearest to June 30 and typically consists of 52 weeks. Approximately every five to six
years, we report a 53-week fiscal year to align the fiscal year with the foregoing policy. Fiscal year 2020, which ended on
July 3, 2020, is comprised of 53 weeks, with the first quarter consisting of 14 weeks and the remaining quarters consisting of 13
weeks each. Fiscal years 2019, which ended on June 28, 2019, and 2018, which ended on June 29, 2018, were each comprised
of 52 weeks, with all quarters presented consisting of 13 weeks.
Key Developments
COVID-19 Pandemic
In March 2020, the World Health Organization declared COVID-19 a pandemic, and the United States declared a national
emergency. In the intervening months, COVID-19 has spread globally and led governments and other authorities around the
world, including federal, state and local authorities in the United States, to impose measures intended to reduce its spread,
including restrictions on freedom of movement and business operations such as travel bans, border closings, business
limitations and closures (subject to exceptions for essential operations and businesses), quarantines and shelter-in-place orders.
Although some of these governmental restrictions have since been lifted or scaled back, a recent surge of COVID-19 infections
has resulted in the re-imposition of certain restrictions and may lead to other restrictions being re-implemented in response to
efforts to reduce the spread of COVID-19. These measures may remain in place for a significant amount of time. In light of
these events, we have taken actions to protect the health and safety of our employees while continuing to serve our global
customers as an essential business. We have implemented more thorough sanitation practices as outlined by health
organizations and instituted social distancing policies at our locations around the world, including working from home, limiting
the number of employees attending meetings, reducing the number of people in our sites at any one time, and suspending
employee travel. These actions have resulted in some reductions of production levels, particularly impacting our manufacture
of hard drives, as we adapt to a more limited number of employees in facilities and, as a result, we have incurred charges of
approximately $110 million in costs related to under-absorbed overhead and higher logistics and other costs during the year
ended July 3, 2020.
As an essential business, we continue to provide products and solutions that enable the proliferation of data and facilitate
the sharing of information remotely, which has become more critical as much of the world is interacting from areas of self-
isolation. While we have experienced some reductions of sales in certain areas such as retail in our Client Solutions end market
where brick and mortar operations have been impacted, we have seen strong demand for capacity enterprise products in our
Data Center Devices and Solutions end market as the current environment has accelerated the movement to the cloud. As such,
our net revenue for the year ended July 3, 2020 was not significantly impacted by COVID-19. We currently expect some
softening in Cloud demand as these customers absorb recent capacity expansions, but expect some improvement in retail
demand as countries begin to ease their lockdown restrictions and as brick and mortar locations shift more of their operations
online. However, we cannot predict the duration of this crisis and how demand may change if it becomes more protracted.
36
We will continue to actively monitor the situation and may take further actions altering our business operations that we
determine are in the best interests of our employees, customers, partners, suppliers, and stakeholders, or as required by federal,
state, or local authorities. See “The COVID-19 pandemic could adversely affect our business, results of operations and financial
condition” in Part I, Item 1A, Risk Factors, of this Annual Report on Form 10-K for more information regarding the risks we
face as a result of the COVID-19 pandemic.
Flash Ventures
Through our three business ventures with Kioxia Corporation (“Kioxia”), referred to as “Flash Ventures”, we and Kioxia
operate flash-based memory wafer manufacturing facilities in Japan. We are obligated to pay for variable costs incurred in
producing our share of Flash Ventures’ flash-based memory wafer supply, based on our three-month forecast, which generally
equals 50% of Flash Ventures’ output. In addition, we are obligated to pay for half of Flash Ventures’ fixed costs regardless of
the output we choose to purchase. We are also obligated to fund 49.9% to 50% of each Flash Ventures entity’s capital
investments to the extent that Flash Ventures entity’s operating cash flow is insufficient to fund these investments.
Since its inception, Flash Ventures’ primary manufacturing site has been located in Yokkaichi, Japan, which currently
includes five wafer fabrication facilities. These facilities historically operated near 100% of their manufacturing capacity. As a
result of supply/demand imbalance for flash-based products arising in the prior year, we temporarily reduced our utilization of
our share of Flash Ventures’ manufacturing capacity to an abnormally low level for several quarters to more closely align our
flash-based wafer supply with the projected demand. As a result of this temporary reduction to abnormally low production
levels, we incurred $264 million associated with the reduction in utilization, which was recorded as a charge to cost of revenue
in the year ended June 28, 2019. In addition, levels at the Yokkaichi site were temporarily reduced as a result of an unexpected
power outage incident that occurred in the Yokkaichi region on June 15, 2019. The power outage incident impacted the
facilities and process tools and resulted in the damage of flash wafers in production. The incident resulted in a reduction of our
flash wafer availability by approximately 4 exabytes, the majority of which was contained in the first quarter of fiscal year
2020. As a result of this power outage incident, we incurred aggregate charges of $68 million and $145 million recorded in Cost
of revenue in the years ended July 3, 2020 and June 28, 2019, respectively, which primarily consisted of the write-off of
damaged inventory and unabsorbed manufacturing overhead costs. We continue to pursue recovery of our losses associated
with this event; however, the total amount of recovery cannot be estimated at this time.
In May 2019, we entered into additional agreements with Kioxia to extend Flash Ventures to a new wafer fabrication
facility, known as “K1,” located in Kitakami, Japan. The primary purpose of K1 is to provide clean room space to continue the
transition of existing flash-based wafer capacity to newer technology nodes. Output from the initial production line at K1 began
in the third quarter of fiscal year 2020, although meaningful output from K1 is not expected to begin until the end of calendar
2020. We have paid for most of our share of initial K1 equipment investments and relocation costs. Other period expenses
associated with the initial production ramp at K1 will begin trailing off as output increases toward the end of the calendar year.
We also agreed to prepay an aggregate of approximately $360 million over a 3-year period beginning in the first half of fiscal
year 2020 toward K1 building depreciation, to be credited against future wafer charges. As of July 3, 2020, remaining
committed prepayments totaled $206 million.
Exit of Storage Systems Business
In September 2019, we announced our intention to exit Storage Systems, which consisted of IntelliFlash and ActiveScale.
These actions allow us to redirect investments to other higher value priorities. In November 2019, we completed the sale of
IntelliFlash for a price of $28 million, to be collected over the next three years. The sale of our IntelliFlash business included an
immaterial amount of inventory, other tangible and intangible assets, and goodwill and resulted in a gain of approximately $17
million recorded in Employee termination, asset impairment, and other charges in the Consolidated Statements of Operations
for the year ended July 3, 2020. Additionally, in March 2020, we completed the sale of ActiveScale. The net assets sold and the
proceeds from the sale of ActiveScale were not material.
37
Results of Operations
Summary Comparison of 2020, 2019 and 2018
The following table sets forth, for the periods presented, selected summary information from our Consolidated
Statements of Operations by dollars and percentage of net revenue(1):
Revenue, net
Cost of revenue
Gross profit
Operating Expenses:
Research and development
Selling, general and administrative
Employee termination, asset impairment, and other
charges
Total operating expenses
Operating income
Interest and other income (expense):
Interest income
Interest expense
Other income (expense), net
Total interest and other expense, net
Income (loss) before taxes
Income tax expense
2020
2019
2018
(in millions, except percentages)
$
16,736
100.0 % $
16,569
100.0 % $
20,647
100.0 %
12,955
3,781
2,261
1,153
32
3,446
335
77.4
22.6
13.5
6.9
0.2
20.6
2.0
12,817
3,752
2,182
1,317
166
3,665
87
77.4
22.6
13.2
7.9
1.0
22.1
0.5
28
0.2
57
0.3
(413)
(2.5)
(469)
(2.8)
4
(381)
(46)
204
—
(2.3)
(0.3)
1.2
38
(374)
(287)
467
0.2
(2.3)
(1.7)
2.8
12,942
7,705
2,400
1,473
215
4,088
3,617
60
(676)
(916)
(1,532)
2,085
1,410
675
62.7
37.3
11.6
7.1
1.0
19.8
17.5
0.3
(3.3)
(4.4)
(7.4)
10.1
6.8
3.3 %
Net income (loss)
(1) Percentages may not total due to rounding.
$
(250)
(1.5) % $
(754)
(4.6) % $
38
The following table sets forth, for the periods presented, summary information regarding our revenue(1):
Revenue by Product
Hard disk drives (“HDD”)
Flash-based
Total Revenue
Revenue by End Market
Client Devices
Data Center Devices & Solutions
Client Solutions
Total Revenue
Revenue by Geography
Americas
Europe, Middle East and Africa
Asia
Total Revenue
Exabytes Shipped
2020
Year Ended
2019
(in millions)
2018
$
$
$
$
$
$
8,967 $
8,746 $
7,769
7,823
16,736 $
16,569 $
7,160 $
8,095 $
6,228
3,348
5,038
3,436
16,736 $
16,569 $
5,444 $
4,361 $
2,926
8,366
3,109
9,099
16,736 $
16,569 $
518
383
10,698
9,949
20,647
10,108
6,075
4,464
20,647
5,622
3,858
11,167
20,647
389
(1) Revenue for 2020 and 2019 are presented in accordance with Accounting Standards Codification (“ASC”) Topic 606.
Revenue for 2018 is presented in accordance with ASC Topic 605. For information related to our transition from Topic 605
to Topic 606, see Part II, Item 8, Note 1, Organization and Basis of Presentation, of the Notes to Consolidated Financial
Statements included in this Annual Report on Form 10-K.
Net Revenue
Net revenue was relatively flat in 2020 compared to 2019. Higher volumes of memory generated approximately 30
percentage points of exabyte growth year over year, split relatively evenly between HDD and Flash products, which was
largely offset by lower average selling prices. Our revenue for Data Center Devices and Solutions increased 24% year over
year, reflecting approximately 46 percentage points of growth in exabytes of storage, primarily driven by strength in
capacity enterprise HDD and Flash, which we believe reflects an acceleration in the movement to cloud driven by remote
working conditions as a result of COVID-19. This growth was partially offset by lower average selling prices. Client
Devices revenue declined 12% year over year, which primarily reflects lower average selling prices in HDD and mobility
products. Client Solutions revenue declined 3% year over year, which reflects a decline of approximately 12 percentage
points due to lower average selling prices, primarily on retail products, partially offset by an increase in volume of Flash
products.
The changes in net revenue by geography reflect a decrease in Asia in 2020 primarily driven by our decision to limit
our participation in the mobile market and our exit from multi-chip package solutions sales, resulting in lower sales to
manufacturers in the Asia region, and a slight increase in the Americas driven by increased sales of capacity enterprise
HDD.
For 2020, 2019 and 2018, our top 10 customers accounted for 42%, 45% and 42%, respectively, of our net revenue.
For each of 2020, 2019 and 2018, no single customer accounted for 10% or more of our net revenue.
39
Consistent with standard industry practice, we have sales incentive and marketing programs that provide customers
with price protection and other incentives or reimbursements that are recorded as a reduction to gross revenue. For 2020,
2019 and 2018, these programs represented 16%, 15% and 12%, respectively, of gross revenues, and adjustments to
revenue due to changes in accruals for these programs have generally averaged less than 1% of gross revenue over the last
three fiscal years. The amounts attributed to our sales incentive and marketing programs generally vary according to
several factors including industry conditions, list pricing strategies, seasonal demand, competitor actions, channel mix and
overall availability of products. Changes in future customer demand and market conditions may require us to adjust our
incentive programs as a percentage of gross revenue.
Gross Profit and Gross Margin
Gross profit and gross margin for 2020 were relatively flat compared to 2019, which reflected lower aggregate charges
for amortization expense on acquired intangible assets, manufacturing underutilization charges, and charges related to the
power outage incident, which aggregated $678 million for 2020 compared to $1.2 billion for 2019. These lower costs were
offset by the impact of lower average selling prices, as noted above; the impact of COVID-related costs; and higher per-
unit overhead costs in HDD as we ramp up production on our new 18-terabyte drives. We expect gross margins to be
constrained in the near term as we continue to ramp up production on our new drives and continue to incur COVID-related
costs.
Operating Expenses
Research and development (“R&D”) expense increased $79 million in 2020 compared to 2019 primarily due to
approximately $30 million of additional expense related to the additional week in the current year and increased variable
compensation, partially offset by savings from our exit from the storage systems business and lower outside services and
travel and entertainment (“T&E”) spending.
Selling, general and administrative (“SG&A”) expense decreased $164 million in 2020 compared to 2019 primarily
due to savings realized from our exit from the storage systems business, lower outside services and T&E spending,
partially offset by approximately $10 million of additional expense related to the additional week in the current year and
increased variable compensation.
Employee termination, asset impairment and other charges decreased from the prior year as many of the actions
initiated in the prior year have been substantially completed. For additional information regarding employee termination,
asset impairment and other charges, see Part II, Item 8, Note 15, Employee Termination, Asset Impairment and Other
Charges, of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.
Interest and Other Income (Expense)
The decreases in total interest and other expense, net in 2020 compared to 2019 primarily reflect decreases in interest
expense resulting from the pay-down of principal on our debt and lower index rates, partially offset by decreases in Interest
income resulting from lower invested cash and lower rates of return, as well as lower gains on foreign currency
transactions.
Income Tax Expense
The following table sets forth income tax information from our Consolidated Statements of Operations by dollar and
effective tax rate:
Income (loss) before taxes
Income tax expense
Effective tax rate
2020
2019
(in millions, except percentages)
2018
$
(46)
$
(287)
$
204
(443) %
467
(163) %
2,085
1,410
68 %
40
The Tax Cuts and Jobs Act (the “2017 Act”) includes a broad range of tax reform proposals affecting businesses. We
completed our accounting for the tax effects of the enactment of the 2017 Act during the second quarter of fiscal 2019.
However, the U.S. Treasury and the Internal Revenue Service (“IRS”) have issued tax guidance on certain provisions of the
2017 Act since the enactment date, and we anticipate the issuance of additional regulatory and interpretive guidance. We
applied a reasonable interpretation of the 2017 Act along with the then-available guidance in finalizing our accounting for
the tax effects of the 2017 Act. Any additional regulatory or interpretive guidance would constitute new information, which
may require further refinements to our estimates in future periods.
The primary drivers of the difference between the effective tax rate for 2020 and the U.S. Federal statutory rate of 21%
are the relative mix of earnings and losses by jurisdiction, the deduction for foreign derived intangible income, credits and
tax holidays in Malaysia, Philippines and Thailand that will expire at various dates during fiscal years 2021 through 2030.
In addition, the effective tax rate for 2020 includes the discrete effect of a de-recognition of $31 million for certain deferred
tax assets associated with creditable foreign withholding taxes due to the issuance of final regulatory guidance. The
regulatory guidance does not preclude us from potentially claiming these creditable taxes as a period benefit when paid.
The primary driver of the difference between the effective tax rate for the year ended June 28, 2019 and the U.S.
Federal statutory rate of 21% is the discrete effect of the finalization of the accounting for the tax effects of the enactment
of the 2017 Act. These discrete effects consist of $119 million related to the mandatory deemed repatriation tax and $189
million related to the decision to change our indefinite reinvestment assertion. The remaining difference is attributable
primarily to a change in the estimated effective tax rate due to changes in the relative mix of earnings by jurisdiction,
partially offset by credits and tax holidays.
Our future effective tax rate is subject to future regulatory developments and changes in the mix of our U.S. earnings
compared to foreign earnings. Our total tax expense in future fiscal years may also vary as a result of discrete items such as
excess tax benefits or deficiencies.
For additional information regarding Income tax expense (benefit), see Part II, Item 8, Note 13, Income Tax Expense,
of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.
A discussion of our results of operations for 2018, including a comparison of such results of operations to 2019, is
included in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations,
included in our Annual Report on Form 10-K for the year ended June 28, 2019 filed with the Securities and Exchange
Commission on August 27, 2019.
41
Liquidity and Capital Resources
The following table summarizes our statements of cash flows:
Net cash provided by (used in):
Operating activities
Investing activities
Financing activities
Effect of exchange rate changes on cash
Net decrease in cash and cash equivalents
2020
2019
(in millions)
2018
$
824 $
1,547 $
278
(1,508)
(1)
(1,272)
(1,829)
4
4,205
(1,655)
(3,900)
1
$
(407) $
(1,550) $
(1,349)
We believe our cash, cash equivalents and cash generated from operations as well as our available credit facilities will be
sufficient to meet our working capital, debt and capital expenditure needs for at least the next twelve months. Our ability to
sustain our working capital position is subject to a number of risks that we discuss in Part I, Item 1A, Risk Factors, in this
Annual Report on Form 10-K.
During fiscal 2021, we expect expenditures for property, plant and equipment for our company plus our portion of the
capital expenditures by our Flash Ventures joint venture with Kioxia for its operations to aggregate approximately $3.1 billion.
After consideration of the Flash Ventures’ lease financing of its capital expenditures and net operating cash flow, we expect net
cash used for our purchases of property, plant and equipment and net activity in notes receivable relating to Flash Ventures to
be a cash outflow of approximately $1.3 billion during fiscal 2021. The total expected cash to be used could vary depending on
the timing and completion of various capital projects and the availability, timing and terms of related financing.
During fiscal 2019, we made the determination that it was our intention to repatriate all of our foreign undistributed
earnings as a result of the 2017 Act, except a portion of our foreign undistributed earnings, which could result in additional
federal taxes based on interpretive guidance issued by the IRS. After consideration of this interpretative guidance affecting the
taxation of a certain portion of our foreign undistributed earnings, we made the determination that we do not intend to repatriate
this portion of our foreign undistributed earnings and did not establish an accrual for this liability of $1.25 billion.
A total of $2.12 billion and $2.37 billion of our Cash and cash equivalents was held outside of the U.S. as of July 3, 2020
and June 28, 2019, respectively. As a result of the change in our permanent reinvestment assertion, there are no material tax
consequences that were not previously accrued for on the repatriation of this cash.
Operating Activities
Cash flow from operating activities primarily consists of net income, adjusted for non-cash charges, plus or minus changes
in operating assets and liabilities. This represents our principal source of cash. Net cash used for changes in operating assets and
liabilities was $757 million for 2020, as compared to $260 million net cash used for changes in operating assets and liabilities
for 2019. Changes in our operating assets and liabilities are largely affected by our working capital requirements, which are
dependent on the effective management of our cash conversion cycle as well as timing of payments for taxes. Our cash
conversion cycle measures how quickly we can convert our products into cash through sales. The cash conversion cycles were
as follows:
Days sales outstanding
Days in inventory
Days payables outstanding
Cash conversion cycle
2020
2019
(in days)
2018
52
85
(66)
71
26
93
(54)
65
39
83
(71)
51
42
Changes in days sales outstanding (“DSO”) are generally due to the linearity of shipments. Changes in days in inventory
(“DIO”) are generally related to the timing of inventory builds. Changes in days payables outstanding (“DPO”) are generally
related to production volume and the timing of purchases during the period. From time to time, we modify the timing of
payments to our vendors. We make modifications primarily to manage our vendor relationships and to manage our cash flows,
including our cash balances. Generally, we make the payment term modifications through negotiations with our vendors or by
granting to, or receiving from, our vendors’ payment term accommodations.
For 2020, DSO increased by 26 days over the prior year, reflecting 6 days for lower factoring of receivables, and 4 days
resulting from balance sheet reclassifications of certain customer incentives in connection with the adoption of ASC Topic 606
related to recognition of agreements with customers. The additional increase primarily reflects the timing of shipments and
customer collections. We have seen no significant deterioration in our receivables as a result of COVID-19. DIO decreased by 8
days over the prior year, reflecting higher stocking levels of HDD inventory in the prior year in response to the plant closure in
Kuala Lumpur. DPO increased by 12 days over the prior year, primarily reflecting resumptions of flash production volumes as
well as routine variations in the timing of purchases and payments during the period.
Investing Activities
Net cash provided by investing activities in 2020 primarily consisted of a $931 million net decrease in notes receivable
issuances to Flash Ventures, partially offset by $647 million of capital expenditures and $22 million for acquisitions. Net cash
used in investing activities in 2019 primarily consisted of $876 million of capital expenditures and a net $598 million increase
in notes receivable issuances to Flash Ventures to fund its capital expansion.
Our cash equivalents are primarily invested in money market funds that invest in U.S. Treasury securities and
U.S. Government agency securities. In addition, from time to time, we invest directly in U.S. Treasury securities, U.S. and
international government agency securities, certificates of deposit, asset backed securities and corporate and municipal notes
and bonds.
Financing Activities
During 2020, net cash used in financing activities primarily consisted of $982 million for repayment of debt (of which
$257 million was for scheduled principal payments and $725 million was for voluntary prepayments), $595 million to pay
dividends on our common stock and $72 million for taxes paid on vested stock awards under employee stock plans, partially
offset by $141 million of cash from the issuance of stock under our employee stock plans. Net cash used in financing activities
in 2019 primarily consisted of $681 million for the repayment of our revolving credit facility and other debt, $584 million to
pay dividends on our common stock, and $563 million for share repurchases. On July 31, 2020, we made an incremental
voluntary prepayment of $150 million on our Term Loan B-4.
In April 2020, we suspended our dividend policy to reinvest in the business and to support our ongoing deleveraging
efforts. We will reevaluate our dividend policy as our leverage ratio improves.
A discussion of our cash flows for the year ended June 29, 2018 is included in Part II, Item 7, Management’s Discussion
and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources, included in our Annual
Report on Form 10-K for the year ended June 28, 2019 filed with the Securities and Exchange Commission on August 27,
2019.
Off-Balance Sheet Arrangements
Other than the commitments related to Flash Ventures incurred in the normal course of business and certain
indemnification provisions (see “Short and Long-term Liquidity-Contractual Obligations and Commitments” below), we do not
have any other material off-balance sheet financing arrangements or liabilities, guarantee contracts, retained or contingent
interests in transferred assets, or any other obligation arising out of a material variable interest in an unconsolidated entity. We
do not have any majority-owned subsidiaries that are not included in the Consolidated Financial Statements. Additionally, with
the exception of Flash Ventures and our joint venture with Unisplendour Corporation Limited and Unissoft (Wuxi) Group Co.
Ltd. (“Unis”), referred to as the “Unis Venture”, we do not have an interest in, or relationships with, any variable interest
entities. For additional information regarding our off-balance sheet arrangements, see Part II, Item 8, Note 8, Related Parties
and Related Commitments and Contingencies, of the Notes to Consolidated Financial Statements included in this Annual
Report on Form 10-K.
43
Short and Long-term Liquidity
Contractual Obligations and Commitments
The following is a summary of our known contractual cash obligations and commercial commitments as of July 3, 2020:
Long-term debt, including current portion(1)
Interest on debt
Flash Ventures related commitments(2)
Operating leases
Purchase obligations and other commitments
Mandatory Deemed Repatriation Tax
Total
Total
1 Year (2021)
4-5 Years
(2024-2025)
More than
5 Years
(Beyond 2025)
2-3 Years
(2022-2023)
(in millions)
$
9,711 $
286 $
6,025 $
1,100 $
2,300
1,152
5,786
304
3,657
1,029
289
2,793
45
1,851
106
519
2,171
60
1,146
208
235
688
55
470
417
109
134
144
190
298
$
21,639 $
5,370 $
10,129 $
2,965 $
3,175
(1) Principal portion of debt, excluding discounts and issuance costs.
(2)
Includes reimbursement for depreciation and lease payments on owned and committed equipment, funding commitments
for loans and equity investments and payments for other committed expenses, including R&D and building depreciation.
Funding commitments assume no additional operating lease guarantees. Additional operating lease guarantees can reduce
funding commitments.
Debt
In addition to our existing debt, we have $2.25 billion available under our revolving credit facility, subject to customary
conditions under the credit agreement. Additional information regarding our indebtedness, including information about
availability under our revolving credit facility and the principal repayment terms, interest rates, covenants and other key terms
of our outstanding indebtedness, is included in Part II, Item 8, Note 6, Debt, of the Notes to Consolidated Financial Statements
included in this Annual Report on Form 10-K. The credit agreement governing our revolving credit facility and our term loan
A-1 due 2023 requires us to comply with certain financial covenants, consisting of a leverage ratio and an interest coverage
ratio. As of July 3, 2020, we were in compliance with these financial covenants.
Flash Ventures
Flash Ventures sells to and leases back from a consortium of financial institutions a portion of its tools and has entered into
equipment lease agreements of which we guarantee half or all of the outstanding obligations under each lease agreement. The
leases are subject to customary covenants and cancellation events that relate to Flash Ventures and each of the guarantors. The
occurrence of a cancellation event could result in an acceleration of the lease obligations and a call on our guarantees. As of
July 3, 2020, we were in compliance with all covenants under these Japanese lease facilities. See Part II, Item 8, Note 8, Related
Parties and Related Commitments and Contingencies, of the Notes to Consolidated Financial Statements included in this
Annual Report on Form 10-K for information regarding Flash Ventures.
Purchase Obligations and Other Commitments
In the normal course of business, we enter into purchase orders with suppliers for the purchase of components used to
manufacture our products. These purchase orders generally cover forecasted component supplies needed for production during
the next quarter, are recorded as a liability upon receipt of the components, and generally may be changed or canceled at any
time prior to shipment of the components. We also enter into long-term agreements with suppliers that contain fixed future
commitments, which are contingent on certain conditions such as performance, quality and technology of the vendor’s
components. These arrangements are included under “Purchase obligations” in the table above.
44
Mandatory Deemed Repatriation Tax
The following is a summary of our estimated mandatory deemed repatriation tax obligations that are payable in the
following fiscal years (in millions):
2021
2022
2023
2024
2025
2026
Total
106
104
104
179
238
298
$
1,029
For additional information regarding our estimate of the total tax liability for the mandatory deemed repatriation tax, see
Part II, Item 8, Note 13, Income Tax Expense, of the Notes to Consolidated Financial Statements included in our Annual Report
on Form 10-K for the fiscal year ended June 28, 2019.
Unrecognized Tax Benefits
As of July 3, 2020, the liability for unrecognized tax benefits (excluding accrued interest and penalties) was approximately
$717 million. Accrued interest and penalties related to unrecognized tax benefits as of July 3, 2020 was approximately $137
million. Of these amounts, approximately $720 million could result in potential cash payments. We are not able to provide a
reasonable estimate of the timing of future tax payments related to these obligations.
Interest Rate Swap
We have generally held a balance of fixed and variable rate debt. At July 3, 2020, we had $6.28 billion of variable rate
debt, comprising 65% of the par value of our debt. To balance the portfolio and moderate our exposure to fluctuations in
interest rates underlying our variable debt, we entered into pay-fixed interest rate swaps on $2.00 billion notional amount,
which effectively converts a portion of our term loan to fixed rates through February 2023. After giving effect to the $2.00
billion of interest rate swaps, we effectively had $4.28 billion of Long-term debt subject to variations in interest rates and a one
percent increase in the variable rate of interest would increase annual interest expense by $43 million.
Foreign Exchange Contracts
We purchase foreign exchange contracts to hedge the impact of foreign currency fluctuations on certain underlying assets,
liabilities and commitments for Operating expenses and product costs denominated in foreign currencies. For a description of
our current foreign exchange contract commitments, see Part II, Item 8, Note 5, Derivative Instruments and Hedging Activities,
of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.
Indemnifications
In the ordinary course of business, we may provide indemnifications of varying scope and terms to customers, vendors,
lessors, business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of our
breach of agreements, products or services to be provided by us, environmental compliance or from IP infringement claims
made by third parties. In addition, we have entered into indemnification agreements with our directors and certain of our
officers that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their
status or service as directors or officers. We maintain director and officer insurance, which may cover certain liabilities arising
from our obligation to indemnify our directors and officers in certain circumstances.
It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited
history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Such
indemnification agreements may not be subject to maximum loss clauses. Historically, we have not incurred material costs as a
result of obligations under these agreements.
45
Stock Repurchase Program
Our Board of Directors has authorized a stock repurchase program for the repurchase of up to $5.00 billion of our common
stock, which authorization is effective through July 25, 2023. For the year ended July 3, 2020, we did not make any stock
repurchases and have not repurchased any shares of our common stock pursuant to our stock repurchase program since the first
quarter of fiscal 2019. Although we will reevaluate the repurchasing of our common stock when appropriate, there can be no
assurance if, when or at what level we may resume such activity. The remaining amount available to be repurchased under our
current stock repurchase program as of July 3, 2020 was $4.50 billion. Repurchases under the stock repurchase program may be
made in the open market or in privately negotiated transactions and may be made under a Rule 10b5-1 plan.
Cash Dividend
We issued a quarterly cash dividend from the first quarter of fiscal 2013 up to the third quarter of fiscal 2020. During the
year ended July 3, 2020, we declared aggregate cash dividends of $1.50 per share on our outstanding common stock totaling
$449 million. In April 2020, we suspended our dividend to reinvest in the business and to support our ongoing deleveraging
efforts. We will reevaluate our dividend policy as our leverage ratio improves.
Recent Accounting Pronouncements
For a description of recently issued and adopted accounting pronouncements, including the respective dates of adoption
and expected effects on our results of operations and financial condition, see Part II, Item 8, Note 2, Recent Accounting
Pronouncements, of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.
Critical Accounting Policies and Estimates
We have prepared the accompanying Consolidated Financial Statements in accordance with accounting principles
generally accepted in the United States (U.S. GAAP). The preparation of the financial statements requires the use of judgments
and estimates that affect the reported amounts of revenues, expenses, assets, liabilities and shareholders’ equity. We have
adopted accounting policies and practices that are generally accepted in the industry in which we operate. If these estimates
differ significantly from actual results, the impact to the Consolidated Financial Statements may be material.
Revenue
We provide distributors and retailers (collectively referred to as “resellers”) with limited price protection for inventories
held by resellers at the time of published list price reductions. We also provide resellers and original equipment manufacturers
(“OEMs”) with other sales incentive programs. The Company records estimated variable consideration related to these items as
a reduction to revenue at the time of revenue recognition. We use judgment in our assessment of variable consideration in
contracts to be included in the transaction price. We use the expected value method to arrive at the amount of variable
consideration. The Company is constraining variable consideration until the likelihood of a significant revenue reversal is not
probable and believes that the expected value method is the appropriate estimate of the amount of variable consideration based
on the fact that we have a large number of contracts with similar characteristics.
For sales to OEMs, the Company’s methodology for estimating variable consideration is based on the amount of
consideration expected to be earned based on the OEMs’ volume of purchases from the Company or other agreed upon sales
incentive programs. For sales to resellers, the methodology for estimating variable consideration is based on several factors
including historical pricing information, current pricing trends and channel inventory levels. Differences between the estimated
and actual amounts of variable consideration are recognized as adjustments to revenue.
Marketing development program costs are typically recorded as a reduction of the transaction price and, therefore, of
revenue. We net sales rebates against open customer receivable balances if the criteria to offset are met, otherwise they are
recorded within other accrued liabilities.
Inventories
We value inventories at the lower of cost (first-in, first-out) or net realizable value. We record inventory write-downs for
the valuation of inventory at the lower of cost or net realizable value by analyzing market conditions and estimates of future
sales prices as compared to inventory costs and inventory balances.
46
We evaluate inventory balances for excess quantities and obsolescence on a regular basis by analyzing estimated demand,
inventory on hand, sales levels and other information and reduce inventory balances to net realizable value for excess and
obsolete inventory based on this analysis. Unanticipated changes in technology or customer demand could result in a decrease
in demand for one or more of our products, which may require a write down of inventory that could materially affect operating
results.
Litigation and Other Contingencies
When we become aware of a claim or potential claim, we assess the likelihood of any loss or exposure. We disclose
information regarding each material claim where the likelihood of a loss contingency is probable or reasonably possible. If a
loss contingency is probable and the amount of the loss can be reasonably estimated, we record an accrual for the loss. In such
cases, there may be an exposure to potential loss in excess of the amount accrued. Where a loss is not probable but is
reasonably possible or where a loss in excess of the amount accrued is reasonably possible, we disclose an estimate of the
amount of the loss or range of possible losses for the claim if a reasonable estimate can be made, unless the amount of such
reasonably possible losses is not material to our financial position, results of operations or cash flows. The ability to predict the
ultimate outcome of such matters involves judgments, estimates and inherent uncertainties. The actual outcome of such matters
could differ materially from management’s estimates. For additional information, see Part II, Item 8, Note 16, Legal
Proceedings, of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K.
Income Taxes
We account for income taxes under the asset and liability method, which provides that deferred tax assets and liabilities be
recognized for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities and
expected benefits of utilizing net operating loss and tax credit carryforwards. We record a valuation allowance when it is more
likely than not that the deferred tax assets will not be realized. Each quarter, we evaluate the need for a valuation allowance for
our deferred tax assets and we adjust the valuation allowance so that we record net deferred tax assets only to the extent that we
conclude it is more likely than not that these deferred tax assets will be realized. We account for interest and penalties related to
income taxes as a component of the provision for income taxes.
We recognize liabilities for uncertain tax positions based on a two-step process. To the extent a tax position does not meet a
more-likely-than-not level of certainty, no benefit is recognized in the financial statements. If a position meets the more-likely-
than-not level of certainty, it is recognized in the financial statements at the largest amount that has a greater than 50%
likelihood of being realized upon ultimate settlement. Interest and penalties related to unrecognized tax benefits are recognized
on liabilities recorded for uncertain tax positions and are recorded in our provision for income taxes. The actual liability for
unrealized tax benefits in any such contingency may be materially different from our estimates, which could result in the need
to record additional liabilities for unrecognized tax benefits or potentially adjust previously-recorded liabilities for unrealized
tax benefits and materially affect our operating results.
Goodwill and Other Long-Lived Assets
Goodwill is not amortized. Instead, it is tested for impairment on an annual basis or more frequently whenever events or
changes in circumstances indicate that goodwill may be impaired. We perform our annual impairment test as of the first day of
our fiscal fourth quarter. We use qualitative factors to determine whether goodwill is more likely than not impaired and whether
a quantitative test for impairment is considered necessary. If we conclude from the qualitative assessment that goodwill is more
likely than not impaired, we are required to perform a quantitative approach to determine the amount of impairment. We are
required to use judgment when applying the goodwill impairment test, including the identification of one or more reporting
units. If we had more than one reporting unit, judgment would also be required in the assignment of assets and liabilities to
reporting units, assignment of goodwill to reporting units and determination of the fair value of each reporting unit. In addition,
the estimates used to determine the fair value of each reporting unit may change based on results of operations, macroeconomic
conditions or other factors. Changes in these estimates could materially affect our assessment of the fair value and goodwill
impairment for each reporting unit. If our stock price decreases significantly, goodwill could become impaired, which could
result in a material charge and adversely affect our results of operations.
Other long-lived intangible assets are amortized over their estimated useful lives based on the pattern in which the
economic benefits are expected to be received. Long-lived assets are tested for recoverability whenever events or changes in
circumstances indicate that their carrying amounts may not be recoverable. If impairment is indicated, the impairment is
measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. The estimates of fair
47
value require evaluation of future market conditions and product lifecycles as well as projected revenue, earnings and cash
flow.
48
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Disclosure About Foreign Currency Risk
Although the majority of our transactions are in U.S. dollars, some transactions are based in various foreign currencies. We
purchase short-term foreign exchange contracts to hedge the impact of foreign currency exchange fluctuations on certain
underlying assets, liabilities and commitments for product costs and Operating expenses denominated in foreign currencies. The
purpose of entering into these hedge transactions is to minimize the impact of foreign currency fluctuations on our results of
operations. Substantially all of the contract maturity dates do not exceed 12 months. We do not purchase foreign exchange
contracts for speculative or trading purposes. For additional information, see Part II, Item 8, Note 4, Fair Value Measurements
and Investments, and Note 5, Derivative Instruments and Hedging Activities, of the Notes to Consolidated Financial Statements
included in this Annual Report on Form 10-K.
Due to macroeconomic changes and volatility experienced in the foreign exchange market recently, we believe sensitivity
analysis is more informative in representing the potential impact to the portfolio as a result of market movement. Therefore, we
have performed sensitivity analyses for 2020 and 2019, using a modeling technique that measures the change in the fair values
arising from a hypothetical 10% adverse movement in the levels of foreign currency exchange rates relative to the U.S. dollar,
with all other variables held constant. The analyses cover all of our foreign currency derivative contracts used to offset the
underlying exposures. The foreign currency exchange rates used in performing the sensitivity analyses were based on market
rates in effect at July 3, 2020 and June 28, 2019. The sensitivity analyses indicated that a hypothetical 10% adverse movement
in foreign currency exchange rates relative to the U.S. dollar would result in a foreign exchange fair value loss of $135 million
and $82 million at July 3, 2020 and June 28, 2019, respectively.
During 2020, 2019 and 2018, total net realized and unrealized transaction and foreign exchange contract currency gains
and losses were not material to our Consolidated Financial Statements.
Notwithstanding our efforts to mitigate some foreign exchange risks, we do not hedge all of our foreign currency
exposures, and there can be no assurance that our mitigating activities related to the exposures that we hedge will adequately
protect us against risks associated with foreign currency fluctuations.
Disclosure About Interest Rate Risk
Variable Interest Rate Risk
Borrowings under our revolving credit facility and our term loan A-1 due 2023 bear interest at a rate per annum, at our
option, of either an adjusted London Interbank Offered Rate (“LIBOR”) (subject to a 0.0% floor) plus an applicable margin
varying from 1.125% to 2.000% or a base rate plus an applicable margin varying from 0.125% to 1.000%, in each case
depending on our corporate credit ratings. As of July 3, 2020, the applicable margin based on our current credit ratings was
1.5%. Borrowings under our term loan B-4 due 2023 bear interest at a rate per annum, at our option, of either an adjusted
LIBOR (subject to a 0.0% floor) plus a margin of 1.75% or a base rate plus a margin of 0.75%.
We have generally held a balance of fixed and variable rate debt. At July 3, 2020, 65% of the par value of our debt was at
variable rates. To balance the portfolio and moderate our exposure to fluctuations in interest rates underlying our variable debt,
we entered into pay-fixed interest rate swaps on $2.00 billion notional amount, which effectively converts a portion of our term
loan to fixed rates through February 2023. As of July 3, 2020, we had $6.28 billion of variable rate debt. After giving effect to
the $2.00 billion of interest rate swaps, we effectively had $4.28 billion of Long-term debt subject to variations in interest rates
and a one percent increase in the variable rate of interest would increase annual interest expense by $43 million.
For additional information regarding our variable interest rate debt, see Part II, Item 8, Note 6, Debt, of the Notes to
Consolidated Financial Statements included in this Annual Report on Form 10-K.
49
Item 8.
Financial Statements and Supplementary Data
Index to Financial Statements and Financial Statement Schedule
Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets — As of July 3, 2020 and June 28, 2019
Consolidated Statements of Operations — Three Years Ended July 3, 2020
Consolidated Statements of Comprehensive Income (Loss) — Three Years Ended July 3, 2020
Consolidated Statements of Cash Flows — Three Years Ended July 3, 2020
Consolidated Statements of Shareholders' Equity — Three Years Ended July 3, 2020
Notes to Consolidated Financial Statements
PAGE NO.
51
53
54
55
56
57
58
50
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Western Digital Corporation:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Western Digital Corporation and subsidiaries (the Company)
as of July 3, 2020 and June 28, 2019, the related consolidated statements of operations, comprehensive income (loss), cash
flows, and shareholders’ equity for each of the years in the three-year period ended July 3, 2020, and the related notes
(collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial
reporting as of July 3, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of July 3, 2020 and June 28, 2019, and the results of its operations and its cash flows for each of the
years in the three-year period ended July 3, 2020, in conformity with U.S. generally accepted accounting principles. Also in our
opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 3, 2020,
based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included
in the accompanying Item 9A Controls and Procedures - Management’s Report on Internal Control over Financial Reporting.
Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the
Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the
Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material
respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement
of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal
control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the
risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
51
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or
disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or
complex judgment. The communication of a critical audit matter does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Assessment of variable consideration for sales to resellers
As discussed in Note 1 to the consolidated financial statements, the Company provides resellers with price protection and
other sales incentive programs. The Company uses judgment in its assessment of variable consideration in contracts to be
included in the transaction price. The Company’s estimate of variable consideration for sales to resellers is based on several
factors, including historical pricing information, current pricing trends, and channel inventory levels.
We identified the assessment of variable consideration for sales to resellers as a critical audit matter. Evaluating the
assumptions used by the Company to estimate the variable consideration, specifically anticipated price decreases based on
historical pricing information, current pricing trends, and channel inventory levels during the expected reseller holding
period, required a higher degree of auditor judgment due to the uncertainty involved in the estimate.
The primary procedures performed to address this critical audit matter include the following. We tested certain internal
controls over the Company’s process of determining the variable consideration, including controls related to the
development of the assumption of anticipated price decreases during the reseller holding period. We evaluated the
Company’s ability to accurately estimate the assumptions used to determine the variable consideration by comparing
historically recorded variable consideration to actual subsequent payments and credits. We developed an expectation of the
variable consideration for resellers based on historically recorded variable consideration and compared it to the actual
variable consideration. We developed an expectation of the variable consideration for resellers based on subsequent
payments and credits issued and compared it to the actual variable consideration.
/s/ KPMG LLP
We have served as the Company’s auditor since 1970.
Santa Clara, California
August 27, 2020
52
WESTERN DIGITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(in millions, except par value)
ASSETS
July 3,
2020
June 28,
2019
Current assets:
Cash and cash equivalents
Accounts receivable, net
Inventories
Other current assets
Total current assets
Property, plant and equipment, net
Notes receivable and investments in Flash Ventures
LIABILITIES AND SHAREHOLDERS’ EQUITY
Goodwill
Other intangible assets, net
Other non-current assets
Total assets
Current liabilities:
Accounts payable
Accounts payable to related parties
Accrued expenses
Accrued compensation
Current portion of long-term debt
Total current liabilities
Long-term debt
Other liabilities
Total liabilities
Commitments and contingencies (Notes 8, 9, 13 and 16)
Shareholders’ equity:
Preferred stock, $0.01 par value; authorized — 5 shares; issued and outstanding — none
Common stock, $0.01 par value; authorized — 450 shares; issued — 312 shares in 2020 and 2019;
outstanding — 302 shares in 2020 and 295 shares in 2019
Additional paid-in capital
Accumulated other comprehensive loss
Retained earnings
Treasury stock — common shares at cost; 10 shares in 2020 and 17 shares in 2019
Total shareholders’ equity
Total liabilities and shareholders’ equity
$
3,048 $
2,379
3,070
551
9,048
2,854
1,875
10,067
941
877
$
$
25,662 $
1,945 $
407
1,296
472
286
4,406
9,289
2,416
16,111
—
3
3,717
(157)
6,725
(737)
9,551
$
25,662 $
3,455
1,204
3,283
535
8,477
2,843
2,791
10,076
1,711
472
26,370
1,567
331
1,296
347
276
3,817
10,246
2,340
16,403
—
3
3,851
(68)
7,449
(1,268)
9,967
26,370
The accompanying notes are an integral part of these Consolidated Financial Statements.
53
WESTERN DIGITAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share amounts)
Revenue, net
Cost of revenue
Gross profit
Operating expenses:
Research and development
Selling, general and administrative
Employee termination, asset impairment, and other charges
Total operating expenses
Operating income
Interest and other income (expense):
Interest income
Interest expense
Other income (expense), net
Total interest and other expense, net
Income (loss) before taxes
Income tax expense
Net income (loss)
Income (loss) per common share
Basic
Diluted
Weighted average shares outstanding:
Basic
Diluted
July 3,
2020
Year Ended
June 28,
2019
June 29,
2018
$
16,736 $
16,569 $
12,955
3,781
2,261
1,153
32
3,446
335
28
(413)
4
(381)
(46)
204
12,817
3,752
2,182
1,317
166
3,665
87
57
(469)
38
(374)
(287)
467
$
$
$
(250) $
(754) $
(0.84) $
(0.84) $
(2.58) $
(2.58) $
298
298
292
292
20,647
12,942
7,705
2,400
1,473
215
4,088
3,617
60
(676)
(916)
(1,532)
2,085
1,410
675
2.27
2.20
297
307
Cash dividends declared per share
$
1.50 $
2.00 $
2.00
The accompanying notes are an integral part of these Consolidated Financial Statements.
54
WESTERN DIGITAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
Net income (loss)
Other comprehensive income (loss), before tax:
Actuarial pension loss
Foreign currency translation adjustment
Net unrealized gain (loss) on derivative contracts and available-for-sale securities
Total other comprehensive income (loss), before tax
Income tax benefit (expense) related to items of other comprehensive income (loss),
before tax
Other comprehensive income (loss), net of tax
Total comprehensive income (loss)
July 3,
2020
Year Ended
June 28,
2019
June 29,
2018
$
(250) $
(754) $
675
(1)
(7)
(93)
(101)
12
(89)
(39)
28
(39)
(50)
21
(29)
(2)
18
7
23
(4)
19
$
(339) $
(783) $
694
The accompanying notes are an integral part of these Consolidated Financial Statements.
55
WESTERN DIGITAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Cash flows from operating activities
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by operations:
Depreciation and amortization
Stock-based compensation
Deferred income taxes
Loss (gain) on disposal of assets
Non-cash portion of employee termination, asset impairment and other charges
Amortization of debt discounts
Cash premium on extinguishment of debt
Other non-cash operating activities, net
Changes in:
Accounts receivable, net
Inventories
Accounts payable
Accounts payable to related parties
Accrued expenses
Accrued compensation
Other assets and liabilities, net
Net cash provided by operating activities
Cash flows from investing activities
Purchases of property, plant and equipment
Proceeds from the sale of property, plant and equipment
Acquisitions, net of cash acquired
Purchases of investments
Proceeds from sale of investments
Proceeds from maturities of investments
Notes receivable issuances to Flash Ventures
Notes receivable proceeds from Flash Ventures
Strategic investments and other, net
Net cash provided by (used in) investing activities
Cash flows from financing activities
Issuance of stock under employee stock plans
Taxes paid on vested stock awards under employee stock plans
Repurchases of common stock
Dividends paid to shareholders
Settlement of debt hedge contracts
Repayment of debt
Proceeds from debt
Borrowings from (repayment of) revolving credit facility
Debt issuance costs
Net cash used in financing activities
Effect of exchange rate changes on cash
Net decrease in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
Supplemental disclosure of cash flow information:
Cash paid for income taxes
Cash paid for interest
July 3,
2020
Year Ended
June 28,
2019
June 29,
2018
$
(250) $
(754) $
675
1,566
308
(82)
(7)
—
40
—
6
(1,175)
200
192
75
184
124
(357)
824
(647)
—
(22)
—
—
—
(353)
1,284
16
278
141
(72)
—
(595)
—
(982)
—
—
—
(1,508)
(1)
(407)
3,455
1,812
306
374
39
—
38
—
(8)
993
(339)
(588)
72
(42)
(135)
(221)
1,547
(876)
119
—
(79)
175
7
(1,364)
766
(20)
(1,272)
118
(115)
(563)
(584)
—
(181)
—
(500)
(4)
(1,829)
4
(1,550)
5,005
$
$
$
3,048 $
3,455 $
341 $
372 $
377 $
431 $
2,056
377
(348)
21
16
221
720
(19)
(244)
(598)
(15)
53
(17)
(26)
1,333
4,205
(835)
26
(100)
(89)
48
19
(1,313)
571
18
(1,655)
220
(171)
(591)
(593)
28
(17,074)
13,840
500
(59)
(3,900)
1
(1,349)
6,354
5,005
220
708
The accompanying notes are an integral part of these Consolidated Financial Statements.
56
WESTERN DIGITAL CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in millions)
Common Stock
Treasury Stock
Shares
Amount
Shares
Amount
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Total
Shareholders’
Equity
11,418
Balance at June 30, 2017
Net income
Adoption of new accounting
standards
Employee stock plans
Stock-based compensation
Equity value of convertible
debt issuance, net of deferred
taxes
Repurchases of common
stock
Dividends to shareholders
Actuarial pension loss
Foreign currency translation
adjustment
Net unrealized gain on
derivative contracts and
available-for-sale securities
Balance at June 29, 2018
Net loss
Employee stock plans
Adoption of new accounting
standards
Stock-based compensation
Repurchases of common
stock
Dividends to shareholders
Actuarial pension loss
Foreign currency translation
adjustment
Net unrealized loss on
derivative contracts
Balance at June 28, 2019
Net loss
Employee stock plans
Adoption of new accounting
standards
Stock-based compensation
Dividends to shareholders
Actuarial pension loss
Foreign currency translation
adjustment
Net unrealized loss on
derivative contracts
312
—
—
—
—
—
—
—
—
—
—
312
—
—
—
—
—
—
—
—
—
312
—
—
—
—
—
—
—
—
Balance at July 3, 2020
312 $
3
—
—
—
—
—
—
—
—
—
—
3
—
—
—
—
—
—
—
—
—
3
—
—
—
—
—
—
—
—
3
(18)
—
—
9
—
—
(7)
—
—
—
—
(16)
—
7
—
—
(8)
—
—
—
—
(17)
—
7
—
—
—
—
—
—
(1,666)
—
—
813
—
—
(591)
—
—
—
—
(1,444)
—
739
—
—
(563)
—
—
—
—
(1,268)
—
531
—
—
—
—
—
—
4,506
—
(19)
(764)
377
125
—
29
—
—
—
4,254
—
(736)
—
306
—
27
—
—
—
3,851
—
(462)
—
308
20
—
—
—
(58)
—
—
—
—
—
—
—
(1)
18
2
(39)
—
—
—
—
—
—
(34)
25
(20)
(68)
—
—
—
—
—
(5)
(6)
(78)
Retained
Earnings
8,633
675
70
—
—
—
—
(621)
—
—
—
8,757
(754)
—
56
—
—
(610)
—
—
—
7,449
(250)
—
(5)
—
(469)
—
—
—
(10) $
(737) $
3,717 $
(157) $
6,725 $
675
51
49
377
125
(591)
(592)
(1)
18
2
11,531
(754)
3
56
306
(563)
(583)
(34)
25
(20)
9,967
(250)
69
(5)
308
(449)
(5)
(6)
(78)
9,551
The accompanying notes are an integral part of these Consolidated Financial Statements.
57
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Organization and Basis of Presentation
Western Digital Corporation (“Western Digital” or “the Company”) is a leading developer, manufacturer, and provider of
data storage devices and solutions that address the evolving needs of the information technology (“IT”) industry and the
infrastructure that enables the proliferation of data in virtually every other industry. The Company creates environments for data
to thrive. The Company is driving the innovation needed to help customers capture, preserve, access and transform an ever-
increasing diversity of data. Everywhere data lives, from advanced data centers to mobile sensors to personal devices, the
Company’s industry-leading solutions deliver the possibilities of data.
The Company’s broad portfolio of technology and products address the following key end markets: Client Devices; Data
Center Devices and Solutions; and Client Solutions. The Company also generates license and royalty revenue from its extensive
intellectual property (“IP”), which is included in each of these three end market categories.
Basis of Presentation
The Company has prepared its Consolidated Financial Statements in accordance with accounting principles generally
accepted in the United States (“U.S. GAAP”) and has adopted accounting policies and practices which are generally accepted in
the industry in which it operates. The Company’s significant accounting policies are summarized below.
Fiscal Year
The Company’s fiscal year ends on the Friday nearest to June 30 and typically consists of 52 weeks. Approximately every
five to six years, the Company reports a 53-week fiscal year to align the fiscal year with the foregoing policy. Fiscal year 2020,
which ended on July 3, 2020, is comprised of 53 weeks, with the first quarter consisting of 14 weeks and the remaining quarters
consisting of 13 weeks each. Fiscal years 2019, which ended on June 28, 2019, and 2018, which ended on June 29, 2018, are
each comprised of 52 weeks, with all quarters presented consisting of 13 weeks.
Basis of Consolidation
The Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. All
significant intercompany accounts and transactions have been eliminated in consolidation. The functional currency of most of
the Company’s foreign subsidiaries is the U.S. dollar. The accounts of these foreign subsidiaries have been remeasured using
the U.S. dollar as the functional currency. Gains or losses resulting from remeasurement of these accounts from local currencies
into U.S. dollars were immaterial to the Consolidated Financial Statements. Financial statements of the Company’s foreign
subsidiaries for which the functional currency is the local currency are translated into U.S. dollars using the exchange rate at
each balance sheet date for assets and liabilities and a weighted average exchange rate for each period for statement of
operations items. Translation adjustments are recorded in accumulated other comprehensive income, a component of
shareholders’ equity.
Use of Estimates
Company management has made estimates and assumptions relating to the reporting of certain assets and liabilities in
conformity with U.S. GAAP. These estimates and assumptions have been applied using methodologies that are consistent
throughout the periods presented with consideration given to the potential impacts of the coronavirus disease 2019
(“COVID-19”) pandemic. However, actual results could differ materially from these estimates and be significantly affected by
the severity and duration of the pandemic, the extent of actions to contain or treat COVID-19, how quickly and to what extent
normal economic and operating activity can resume, and the severity and duration of the global economic downturn that results
from the pandemic.
Cash Equivalents
The Company’s cash equivalents represent highly liquid investments in money market funds, which are invested in U.S.
Treasury securities and U.S. Government agency securities as well as bank certificates of deposit with original maturities at
purchase of three months or less. Cash equivalents are carried at cost plus accrued interest, which approximates fair value.
58
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Equity Investments
The Company enters into certain strategic investments for the promotion of business and strategic objectives. The equity
method of accounting is used if the Company’s ownership interest is greater than or equal to 20% but less than a majority or
where the Company has the ability to exercise significant influence over operating and financial policies. The Company’s
equity in the earnings or losses in equity-method investments is recognized in Other income (expense), net, in the Consolidated
Statements of Operations.
If the Company’s ownership interest is less than 20% and the Company does not have the ability to exercise significant
influence over operating and financial policies of the investee, the Company accounts for these investments at fair value, or if
these equity securities do not have a readily determinable fair value, these securities are measured and recorded using the
measurement alternative under Accounting Standards Update (“ASU”) No. 2016-01, “Financial Instruments — Overall
(Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” which is cost minus
impairment, if any, plus or minus changes resulting from observable price changes. Previously, these investments were
accounted for under the cost method of accounting. These investments are recorded within Other non-current assets in the
Consolidated Balance Sheets and are periodically analyzed to determine whether or not there are indicators of impairment.
Variable Interest Entities
The Company evaluates its investments and other significant relationships to determine whether any investee is a variable
interest entity (“VIE”). If the Company concludes that an investee is a VIE, the Company evaluates its power to direct the
activities of the investee, its obligation to absorb the expected losses of the investee and its right to receive the expected residual
returns of the investee to determine whether the Company is the primary beneficiary of the investee. If the Company is the
primary beneficiary of a VIE, the Company consolidates such entity and reflects the non-controlling interest of other
beneficiaries of that entity. The Company does not consolidate any cost method investment or equity method investment
entities.
Fair Value of Financial Instruments
The carrying amounts of cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair
value for all periods presented because of the short-term maturity of these assets and liabilities. The fair value of investments
that are not accounted for under the equity method is based on appropriate market information.
Inventories
The Company values inventories at the lower of cost (first-in, first out) or net realizable value. The first-in, first-out method
is used to value the cost of the majority of the Company’s inventories. Inventory write-downs are recorded for the valuation of
inventory at the lower of cost or net realizable value by analyzing market conditions and estimates of future sales prices as
compared to inventory costs and inventory balances.
The Company evaluates inventory balances for excess quantities and obsolescence on a regular basis by analyzing
estimated demand, inventory on hand, sales levels and other information and reduces inventory balances to net realizable value
for excess and obsolete inventory based on this analysis. Unanticipated changes in technology or customer demand could result
in a decrease in demand for one or more of the Company’s products, which may require a write down of inventory that could
materially affect operating results.
Property, Plant and Equipment
Property and equipment are carried at cost less accumulated depreciation and amortization. The cost of property, plant and
equipment is depreciated over the estimated useful lives of the respective assets. The Company’s buildings and improvements
are depreciated over periods ranging from fifteen to thirty years. The majority of the Company’s machinery and equipment,
software, and furniture and fixtures, are depreciated on a straight-line basis over a period of two to seven years. Leasehold
improvements are amortized over the lesser of the estimated useful lives of the assets or the related lease terms.
59
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Business Combinations
The application of acquisition accounting to a business combination requires that the Company identify the individual
assets acquired and liabilities assumed and estimate the fair value of each. The fair value of assets acquired and liabilities
assumed in a business acquisition are recognized at the acquisition date using a combination of valuation techniques, with the
purchase price exceeding the fair values being recognized as goodwill. Determining fair value of identifiable assets, particularly
intangibles, liabilities acquired and contingent obligations assumed requires management to make estimates. In certain
circumstances, the allocations of the excess purchase price are based upon preliminary estimates and assumptions and subject to
revision when the Company receives final information, including appraisals and other analyses. Accordingly, the measurement
period for such purchase price allocations will end when the information, or the facts and circumstances, becomes available, but
will not exceed twelve months. The Company will recognize measurement-period adjustments during the period of resolution,
including the effect on earnings of any amounts that would have been recorded in previous periods if the accounting had been
completed at the acquisition date.
Goodwill and intangible assets often represent a significant portion of the assets acquired in a business combination. The
Company recognizes the fair value of an acquired intangible apart from goodwill whenever the intangible arises from
contractual or other legal rights, or when it can be separated or divided from the acquired entity and sold, transferred, licensed,
rented or exchanged, either individually or in combination with a related contract, asset or liability. Intangible assets consist
primarily of technology, customer relationships, and trade name and trademarks acquired in business combinations and in-
process research and development (“IPR&D”). The Company’s assessment of IPR&D also includes consideration of the risk of
the projects not achieving technological feasibility.
Goodwill and Other Long-Lived Assets
Goodwill is not amortized. Instead, it is tested for impairment on an annual basis or more frequently whenever events or
changes in circumstances indicate that goodwill may be impaired. The Company performs an annual impairment test as of the
beginning of its fiscal fourth quarter. The Company uses qualitative factors to determine whether goodwill is more likely than
not impaired and whether a quantitative test for impairment is considered necessary. If the Company concludes from the
qualitative assessment that goodwill is more likely than not impaired, the Company is required to perform a quantitative
approach to determine the amount of impairment. The Company’s assessment resulted in no impairment of goodwill in 2020,
2019, or 2018.
The Company is required to use judgment when applying the goodwill impairment test, including the identification of
reporting units, assignment of assets, liabilities and goodwill to reporting units, and determination of the fair value of each
reporting unit. In addition, the estimates used to determine the fair value of reporting units may change based on results of
operations, macroeconomic conditions or other factors. Changes in these estimates could materially affect the Company’s
assessment of the fair value and goodwill impairment. If the Company’s stock price decreases significantly, goodwill could
become impaired, which could result in a material charge and adversely affect the Company’s results of operations.
IPR&D is an intangible asset accounted as an indefinite-lived asset until the completion or abandonment of the associated
research and development effort. During the development period, the Company conducts an IPR&D impairment test annually
and whenever events or changes in facts and circumstances indicate that it is more likely than not that the IPR&D is impaired.
Events which might indicate impairment include, but are not limited to, adverse cost factors, strategic decisions made in
response to economic, market, and competitive conditions, and the impact of the economic environment the Company and on
its customer base. If impairment is indicated, the impairment is measured as the amount by which the carrying amount of the
assets exceeds the fair value of the assets.
60
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Other long-lived intangible assets are amortized over their estimated useful lives based on the pattern in which the
economic benefits are expected to be received. Long-lived assets are tested for recoverability whenever events or changes in
circumstances indicate that their carrying amounts may not be recoverable. If impairment is indicated, the impairment is
measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. The estimates of fair
value require evaluation of future market conditions and product lifecycles as well as projected revenue, earnings and cash
flow. See Note 3, Supplemental Financial Statement Data, for additional disclosures related to the Company’s other intangible
assets.
Revenue and Accounts Receivable
In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, “Revenue from Contracts
with Customers (Topic 606),” which superseded the requirements in Accounting Standards Codification (“ASC”) 605
“Revenue Recognition (Topic 605)”. Topic 606 outlines a comprehensive five-step revenue recognition model based on the
principle that an entity should recognize revenue when control of the promised goods or services is transferred to customers at
an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.
Topic 606 also requires more detailed disclosures to enable users of financial statements to understand the nature, amount,
timing, and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted Topic 606
effective June 30, 2018, using the modified retrospective method to all contracts that were not completed contracts as of the
beginning of the fiscal year. Results for reporting periods beginning with fiscal year 2019 are presented under Topic 606, while
prior period information presented on the financial statements or elsewhere in this Annual Report on Form 10-K is reported
under the Company’s historic accounting policies under Topic 605 in effect for those periods and is not adjusted to reflect the
retrospective effect of the adoption of Topic 606. The cumulative effect of adopting Topic 606 was a post-tax increase to the
opening retained earnings of $56 million as of June 30, 2018, which was primarily related to the Company’s license and royalty
revenue arrangements. These arrangements had no remaining performance obligations but were previously recognized under
Topic 605 when they were reported to the Company by its licensees, which was generally one quarter in arrears from the
licensees’ sales of the licensed products. Adoption of the standard did not have a material impact on the Company’s financial
position, results of operations, and cash flows.
The Company offers a broad range of data storage products that include Client Devices, Data Center Devices and
Solutions, and Client Solutions. Client Devices consist of hard disk drives (“HDDs”) and solid state drives (“SSDs”) for
computing devices; flash-based embedded storage products; and flash-based memory wafers. Data Center Devices and
Solutions consist of high-capacity enterprise HDDs and high-performance enterprise SSDs, data center software and system
solutions. Client Solutions consist of HDDs and SSDs embedded into external storage products and removable flash-based
products. The Company also generates license and royalty revenue related to its IP patent licenses.
The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or
service to the customer. The transaction price to be recognized as revenue is adjusted for variable consideration, such as sales
incentives, and excludes amounts collected on behalf of third parties, including taxes imposed by governmental authorities. The
Company’s performance obligations are typically not constrained based on the Company’s history with similar transactions and
that uncertainties are resolved in a fairly short period of time.
Substantially all of the Company’s revenue is from the sale of tangible products for which the performance obligations are
satisfied at a point in time, generally upon delivery. The Company’s services revenue mainly includes post contract customer
support, warranty as a service and maintenance contracts. The performance obligations for the Company’s services are
generally satisfied ratably over the service period based on the nature of the service provided and contract terms. Similarly,
revenue from patent licensing arrangements is recognized based on whether the arrangement provides the customer a right to
use or right to access the IP. Revenue for a right to use arrangement is recognized at the time the control of the license is
transferred to the customer. Revenue for a right to access arrangement is recognized over the contract period using the time
lapse method. For the sales-based royalty arrangements, the Company estimates and recognizes revenue in the period in which
customers’ licensable sales occur.
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WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Company’s customer payment terms are typically less than two months from the date control over the product or
service is transferred to the customer. The Company uses the practical expedient and does not recognize a significant financing
component for payment considerations of less than one year. The financing components of contracts with payment terms were
not material.
The Company provides distributors and retailers (collectively referred to as “resellers”) with limited price protection for
inventories held by resellers at the time of published list price reductions. The Company also provides resellers and original
equipment manufacturers (“OEMs”) with other sales incentive programs. The Company records estimated variable
consideration related to these items as a reduction to revenue at the time of revenue recognition. The Company uses judgment in
its assessment of variable consideration in contracts to be included in the transaction price. The Company uses the expected
value method to arrive at the amount of variable consideration. The Company is constraining variable consideration until the
likelihood of a significant revenue reversal is not probable and believes that the expected value method is the appropriate
estimate of the amount of variable consideration based on the fact that the Company has a large number of contracts with
similar characteristics.
For sales to OEMs, the Company’s methodology for estimating variable consideration is based on the amount of
consideration expected to be earned based on the OEMs’ volume of purchases from the Company or other agreed upon sales
incentive programs. For sales to resellers, the Company’s methodology for estimating variable consideration is based on several
factors including historical pricing information, current pricing trends and channel inventory levels. Differences between the
estimated and actual amounts of variable consideration are recognized as adjustments to revenue.
Marketing development program costs are typically recorded as a reduction of the transaction price and, therefore, of
revenue. The Company nets sales rebates against open customer receivable balances if the criteria to offset are met; otherwise
they are recorded within other accrued liabilities.
An immaterial amount of the Company’s revenue arrangements include contracts that contain more than one performance
obligation, which are typically comprised of tangible products, software and support services for multiple distinct licenses. For
these contracts with multiple performance obligations, the Company evaluates whether each deliverable is a distinct promise
and should be accounted for as a separate performance obligation. If a promised good or service is not distinct in accordance
with the revenue guidance, the Company combines that good or service with the other promised goods or services in the
arrangement until a distinct bundle of goods is identified. The Company allocates the transaction price to the performance
obligations of each distinct product or service, or distinct bundle, based on their relative standalone selling prices. Where a
separate standalone selling price is not available, the transaction price is based on the Company’s best estimate of the
standalone selling price. The Company uses one or a combination of more than one of the following methods to estimate the
standalone selling price: the adjusted market assessment approach, the expected cost plus a margin approach, or another suitable
method based on the facts and circumstances.
Contract assets represent the Company’s rights to consideration where performance obligations are completed but the
customer payments are not due until another performance obligation is satisfied. The Company did not have any contract assets
as of either July 3, 2020 or June 28, 2019.
The Company incurs sales commissions and other direct incremental costs to obtain sales contracts. The Company has
applied the practical expedient to recognize the direct incremental costs of obtaining contracts as an expense when incurred if
the amortization period is expected to be one year or less or the amount is not material, with these costs charged to Selling,
general and administrative expenses. Other direct incremental costs to obtain contracts that have an expected benefit of greater
than one year are amortized over the period of expected cash flows from the related contracts, and the amortization expense is
recorded as a reduction to revenue. Total capitalized contract costs and the related amortization as of July 3, 2020 and June 28,
2019 and for the years then ended were not material.
62
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Contract liabilities relate to customers’ payments in advance of performance under the contract and primarily relate to
remaining performance obligations under support and maintenance contracts. As of July 3, 2020 and June 28, 2019, contract
liabilities were $3 million and $43 million, respectively, and were reflected in Accrued expenses. Changes in the contract
liability balance during fiscal years 2020 and 2019 include $24 million and $104 million, respectively, of revenue recognized
during the respective periods, of which the substantial majority relates to the balances that were deferred at the end of the
respective previous years, June 28, 2019 and June 29, 2018, partially offset by payments received and billings in advance of
satisfying performance obligations.
The Company applies the practical expedients and does not disclose transaction price allocated to the remaining
performance obligations for (i) arrangements that have an original expected duration of one year or less, which mainly consist
of the support and maintenance contracts, and (ii) variable consideration amounts for sale-based or usage-based royalties for IP
license arrangements, which typically range longer than one year. Remaining performance obligations are mainly attributed to
right-to-access patent license arrangements and customer support and service contracts which will be recognized over the
remaining contract period. The transaction price allocated to the remaining performance obligations as of July 3, 2020 was $112
million, which is mainly attributable to the functional IP license and service arrangements. The Company expects to recognize
this amount as revenue as follows: $41 million in fiscal 2021, $40 million in fiscal 2022, $31 million in fiscal 2023 and
thereafter.
The Company records an allowance for doubtful accounts by analyzing specific customer accounts and assessing the risk
of loss based on insolvency, disputes or other collection issues. In addition, the Company routinely analyzes the different
receivable aging categories and establishes reserves based on a combination of past due receivables and expected future losses
based primarily on its historical levels of bad debt losses. If the financial condition of a significant customer deteriorates
resulting in its inability to pay its accounts when due, or if the Company’s overall loss history changes significantly, an
adjustment in the Company’s allowance for doubtful accounts would be required, which could materially affect operating
results.
Warranty
The Company records an accrual for estimated warranty costs when revenue is recognized. The Company generally
warrants its products for a period of one to five years, with a small number of products having a warranty ranging up to ten
years or more. The warranty provision considers estimated product failure rates and trends, estimated replacement costs,
estimated repair costs which include scrap costs and estimated costs for customer compensatory claims related to product
quality issues, if any. For warranties ten years or greater, including lifetime warranties, the Company uses the estimated useful
life of the product to calculate the warranty exposure. A statistical warranty tracking model is used to help prepare estimates
and assist the Company in exercising judgment in determining the underlying estimates. The statistical tracking model captures
specific detail on product reliability, such as factory test data, historical field return rates and costs to repair by product type.
Management’s judgment is subject to a greater degree of subjectivity with respect to newly introduced products because of
limited field experience with those products upon which to base warranty estimates. Management reviews the warranty accrual
quarterly for products shipped in prior periods and which are still under warranty. Any changes in the estimates underlying the
accrual may result in adjustments that impact current period gross profit and income. Such changes are generally a result of
differences between forecasted and actual return rate experience and costs to repair and could differ significantly from the
estimates.
63
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Litigation and Other Contingencies
When the Company becomes aware of a claim or potential claim, the Company assesses the likelihood of any loss or
exposure. The Company discloses information regarding each material claim where the likelihood of a loss contingency is
probable or reasonably possible. If a loss contingency is probable and the amount of the loss can be reasonably estimated, the
Company records an accrual for the loss. In such cases, there may be an exposure to potential loss in excess of the amount
accrued. Where a loss is not probable but is reasonably possible or where a loss in excess of the amount accrued is reasonably
possible, the Company discloses an estimate of the amount of the loss or range of possible losses for the claim if a reasonable
estimate can be made, unless the amount of such reasonably possible losses is not material to the Company’s financial position,
results of operations or cash flows. The ability to predict the ultimate outcome of such matters involves judgments, estimates
and inherent uncertainties. The actual outcome of such matters could differ materially from management’s estimates. See
Note 16, Legal Proceedings, for additional disclosures related to the Company’s litigation.
Advertising Expense
Advertising costs are expensed as incurred and amounted to $93 million, $107 million and $112 million in 2020, 2019 and
2018, respectively. These expenses are included in Selling, general and administrative in the Consolidated Statements of
Operations.
Research and Development Expense
Research and development (“R&D”) expenditures are expensed as incurred.
Income Taxes
The Company accounts for income taxes under the asset and liability method, which provides that deferred tax assets and
liabilities be recognized for temporary differences between the financial reporting basis and the tax basis of assets and liabilities
and expected benefits of utilizing net operating loss (“NOL”) and tax credit carryforwards. The Company records a valuation
allowance when it is more likely than not that the deferred tax assets will not be realized. Each quarter, the Company evaluates
the need for a valuation allowance for its deferred tax assets and adjusts the valuation allowance so that the Company records
net deferred tax assets only to the extent that it has concluded it is more likely than not that these deferred tax assets will be
realized. The Company accounts for interest and penalties related to income taxes as a component of the provision for income
taxes.
The Company recognizes liabilities for uncertain tax positions based on a two-step process. To the extent a tax position
does not meet a more-likely-than-not level of certainty, no benefit is recognized in the financial statements. If a position meets
the more-likely-than-not level of certainty, it is recognized in the financial statements at the largest amount that has a greater
than 50% likelihood of being realized upon ultimate settlement. Interest and penalties related to unrecognized tax benefits are
recognized in liabilities recorded for uncertain tax positions and are recorded in the provision for income taxes. The actual
liability for unrealized tax benefits in any such contingency may be materially different from the Company’s estimates, which
could result in the need to record additional liabilities for unrecognized tax benefits or potentially adjust previously-recorded
liabilities for unrealized tax benefits, and may materially affect the Company’s operating results.
Income per Common Share
The Company computes basic income per common share using net income and the weighted average number of common
shares outstanding during the period. Diluted income per common share is computed using net income and the weighted
average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive
common shares include dilutive outstanding employee stock options, restricted stock unit awards (“RSU”), restricted stock unit
awards with performance conditions or market conditions (“PSU”), rights to purchase shares of common stock under the
Company’s Employee Stock Purchase Plan (“ESPP”) and shares issuable in connection with convertible debt.
64
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Stock-based Compensation
The Company accounts for all stock-based compensation at fair value. Stock-based compensation cost is measured at the
grant date based on the value of the award and is recognized as expense over the vesting period. The fair values of RSUs and
PSUs with a performance condition are determined based on the closing market price of the Company’s stock on the date of the
grant. The fair values of all ESPP purchase rights are estimated using the Black-Scholes-Merton option-pricing model and
require the input of highly subjective assumptions. The fair values of PSUs with a market condition are estimated using a
Monte Carlo simulation model. PSUs are granted to certain employees and vest only after the achievement of pre-determined
performance or market conditions. Once these conditions are met, vesting of PSUs is subject to continued service by the
employee. At the end of each reporting period, the Company evaluates the probability that PSUs with a performance condition
will be earned and records the related stock-based compensation expense over the service period. Compensation expense for
PSUs with market conditions is recognized ratably over the required service period regardless of expected or actual
achievement.
Other Comprehensive Income (Loss), Net of Tax
Other comprehensive income (loss), net of tax refers to revenue, expenses, gains and losses that are recorded as an element
of shareholders’ equity but are excluded from net income. The Company’s other comprehensive income (loss), net of tax is
primarily comprised of unrealized gains or losses on foreign exchange contracts and interest rate swap agreements designated as
cash flow hedges, foreign currency translation, and actuarial gains or losses related to pensions.
Derivative Contracts
The majority of the Company’s transactions are in U.S. dollars; however, some transactions are based in various foreign
currencies. The Company purchases foreign exchange contracts to hedge the impact of foreign currency exchange fluctuations
on certain underlying assets, liabilities and commitments for Operating expenses and product costs denominated in foreign
currencies. The purpose of entering into these hedging transactions is to minimize the impact of foreign currency fluctuations
on the Company’s results of operations. Substantially all of these contract maturity dates do not exceed 12 months. All foreign
exchange contracts are for risk management purposes only. The Company does not purchase foreign exchange contracts for
speculative or trading purposes. The Company had foreign exchange contracts with commercial banks for British pound
sterling, European euro, Japanese yen, Malaysian ringgit, Philippine peso, Singapore dollar and Thai baht, which had an
aggregate notional amount of $4.62 billion and $5.71 billion at July 3, 2020 and June 28, 2019, respectively.
If the derivative is designated as a cash flow hedge and is determined to be highly effective, the change in fair value of the
derivative is initially deferred in Other comprehensive income (loss), net of tax. These amounts are subsequently recognized
into earnings when the underlying cash flow being hedged is recognized into earnings. Recognized gains and losses on foreign
exchange contracts are reported in Cost of revenue and Operating expenses, and presented within cash flows from operating
activities. The Company accounts for its interest rate swaps as designated cash flow hedges to mitigate variations in interest
payments under a portion of its LIBOR-based term loans due to variations in the LIBOR index. The Company pays interest
monthly at a fixed rate and receives interest monthly at the LIBOR rate on the notional amount of the contract with realized
gains or losses recognized in Interest expense. Hedge effectiveness is measured by comparing the hedging instrument’s
cumulative change in fair value from inception to maturity to the underlying exposure’s terminal value. The Company
determined the ineffectiveness associated with its cash flow hedges to be immaterial to the Consolidated Financial Statements
for all years presented.
A change in the fair value of undesignated hedges is recognized in earnings in the period incurred and is reported in Other
income (expense), net.
65
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Pensions and Other Post-Retirement Benefit Plans
The Company has defined benefit pension plans and other post-retirement plans covering certain employees in various
countries. The benefits are based on the employees’ years of service and compensation. The plans are funded in conformity
with the funding requirements of applicable government authorities. The Company amortizes unrecognized actuarial gains and
losses and prior service costs on a straight-line basis over the remaining estimated average service life of the participants. The
measurement date for the plans is the Company’s fiscal year-end. The Company recognizes the funded status of its defined
benefit pension and post-retirement plans in the Consolidated Balance Sheets, with actuarial changes in the funded status
recognized through accumulated other comprehensive income (loss) in the year in which such changes occur.
The Company reports the service cost component in the same line item or items as other compensation costs arising from
services rendered by the pertinent employees during the period. In addition, the other components of net benefit cost are
presented in Other income (expense), net in the Consolidated Statements of Operations.
66
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Note 2. Recent Accounting Pronouncements
Accounting Pronouncements Recently Adopted
In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 supersedes
ASC 840 “Leases”. The amendments in this update require, among other things, that lessees recognize the following for all
leases (unless a policy election is made by class of underlying asset to exclude short-term leases) at the commencement date:
(1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis;
and (2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or the direct use of, a specified asset for
the lease term. The FASB issued ASU 2018-11, “Leases (Topic 842): Targeted Improvements” (“ASU 2018-11”), on July 30,
2018, which allows entities to apply the provisions of ASC 842 at the effective date without adjusting comparative periods. The
Company adopted this standard effective June 29, 2019, the first day of the fiscal year ending July 3, 2020, and has elected the
transition method provided in ASU 2018-11 to apply Topic 842 as of the date of adoption without adjusting comparative
periods. The Company has elected the package of practical expedients and did not reassess prior conclusions including (a)
whether its contracts are or contain a lease, (b) lease classification and (c) capitalization of initial direct costs. The adoption of
Topic 842 resulted in an increase in lease assets and a corresponding increase in lease liabilities on the Consolidated Balance
Sheet of $221 million as of June 29, 2019. The cumulative effect of adopting Topic 842 also included an after-tax decrease to
opening retained earnings of $5 million as of June 29, 2019, which was primarily related to previously recorded sublease
proceed assumptions on lease exit liabilities for which there was no expected future economic benefit at transition. See Note 9,
Leases and Other Commitments, for additional disclosures related to this standard.
In October 2018, the FASB issued ASU No. 2018-16, “Derivatives and Hedging (Topic 815): Inclusion of the Secured
Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting
Purposes” (“ASU 2018-16”). ASU 2018-16 allows for the use of the OIS rate based on the SOFR as a U.S. benchmark interest
rate for hedge accounting purposes under Topic 815, Derivatives and Hedging. The Company adopted this standard in the first
quarter of 2020. The Company’s adoption of ASU 2018-16 did not have a material impact on its Consolidated Financial
Statements.
Recently Issued Accounting Pronouncements Not Yet Adopted
In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for
Income Taxes” (“ASU 2019-12”). ASU 2019-12 removes certain exceptions for recognizing deferred taxes for investments,
performing intraperiod allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce
complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a
consolidated group. This ASU is effective for fiscal years (and interim periods within those fiscal years) beginning after
December 15, 2020, which for the Company is the first quarter of fiscal 2022. Early adoption is permitted. The Company does
not expect this update to have a material impact on its Consolidated Financial Statements.
In November 2018, the FASB issued ASU No. 2018-18, “Collaborative Arrangements (Topic 808): Clarifying the
Interaction between Topic 808 and Topic 606” (“ASU 2018-18”). ASU 2018-18 clarifies that certain transactions between
collaborative arrangement participants should be accounted for as revenue when the collaborative arrangement participant is a
customer in the context of a unit of account and precludes recognizing as revenue consideration received from a collaborative
arrangement participant if the participant is not a customer. This ASU requires retrospective adoption to the date the Company
adopted ASC 606 by recognizing a cumulative-effect adjustment to the opening balance of retained earnings of the earliest
annual period presented. The amendments are effective for fiscal years, and interim periods within those fiscal years, beginning
after December 15, 2019, which for the Company is the first quarter of fiscal 2021. The Company does not expect this update to
have a material impact on its Consolidated Financial Statements.
67
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of
Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 seeks to provide financial statement users with more
decision-useful information about the expected credit losses on financial instruments, including trade receivables, and other
commitments to extend credit held by a reporting entity at each reporting date. The amendments require an entity to replace the
incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects current expected credit losses
and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The
amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019,
which for the Company is the first quarter of fiscal 2021. The Company does not expect this update to have a material impact
on its Consolidated Financial Statements.
68
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Note 3.
Supplemental Financial Statement Data
Accounts receivable, net
From time to time, in connection with factoring agreements, the Company sells trade accounts receivable without recourse
to third party purchasers in exchange for cash. In 2020, 2019 and 2018, the Company sold trade accounts receivable and
received cash proceeds of $411 million, $1.02 billion and $57 million, respectively. The discounts on the trade accounts
receivable sold during the periods were not material and were recorded within Other income (expense), net in the Consolidated
Statements of Operations. As of July 3, 2020 and June 28, 2019, the amount of factored receivables that remained outstanding
was $113 million and $318 million, respectively.
Inventories
Inventories:
Raw materials and component parts
Work-in-process
Finished goods
Total inventories
Property, plant and equipment, net
Property, plant and equipment:
Land
Buildings and improvements
Machinery and equipment
Computer equipment and software
Furniture and fixtures
Construction-in-process
Property, plant and equipment, gross
Accumulated depreciation
Property, plant and equipment, net
July 3,
2020
June 28,
2019
(in millions)
$
$
1,306 $
956
808
3,070 $
1,142
968
1,173
3,283
July 3,
2020
June 28,
2019
(in millions)
$
294 $
1,837
7,391
429
52
297
10,300
(7,446)
$
2,854 $
294
1,743
7,267
441
56
202
10,003
(7,160)
2,843
Depreciation expense of property, plant and equipment totaled $797 million, $844 million and $871 million in 2020, 2019 and
2018, respectively.
69
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Goodwill
Balance at June 29, 2018
Foreign currency translation adjustment
Balance at June 28, 2019
Goodwill recorded in connection with an acquisition
Reduction in goodwill in connection with disposition of business
Foreign currency translation adjustment
Balance at July 3, 2020
Acquisition
Carrying
Amount
(in millions)
$
$
10,075
1
10,076
14
(21)
(2)
$
10,067
On September 10, 2019, the Company acquired substantially all the assets of Kazan Networks, Inc., an innovator in high-
performance networking and non-volatile memory express over fabrics technology ("NVMe-oF"), and an industry leader in
application-specific integrated circuit and adapter solutions to connect storage platforms and systems over ethernet fabrics. The
purchase price of this acquisition was $22 million in cash, with net assets acquired primarily consisting of IPR&D of $8 million
and $14 million allocated to Goodwill. Goodwill is primarily attributable to the benefits the Company expects to derive from
diversifying product offerings in its Data Center Devices and Solutions and Client Solutions end markets as well as the acquired
workforce. The expenses incurred by the Company related to the acquisition as well as the revenues and earnings related to the
acquisition were not material to the Consolidated Financial Statements.
Dispositions
In September 2019, the Company announced its intention to exit storage systems, which consisted of IntelliFlash and
ActiveScale. These actions allow the Company to redirect investments to other high value priorities. In November 2019, the
Company completed its sale of IntelliFlash for a price of $28 million, to be collected over the next three years. The sale of the
IntelliFlash business included an immaterial amount of inventory, other tangible and intangible assets, and goodwill; and
resulted in a gain of approximately $17 million recorded in Employee termination, asset impairment, and other charges in the
Consolidated Statements of Operations for the year ended July 3, 2020. Additionally, in March 2020, the Company completed
the sale of ActiveScale. The net assets sold and the proceeds from the sale of ActiveScale were not material. The revenues and
expenses related to these businesses were not material to the Consolidated Financial Statements and did not qualify to be
reported as discontinued operations. The operating results of these businesses have been reflected in the Company’s results
from continuing operations in the Consolidated Statements of Operations for all periods presented through the date of
disposition.
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WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Intangible assets
The following tables present intangible assets as of July 3, 2020 and June 28, 2019:
Finite:
Existing technology
Trade names and trademarks
Customer relationships
Leasehold interests
Total finite intangible assets
In-process research and development
Total intangible assets
Finite:
Existing technology
Trade names and trademarks
Customer relationships
Other
Leasehold interests
Total finite intangible assets
In-process research and development
Total intangible assets
Weighted
Average
Amortization
Period
(in years)
3
7
6
31
July 3, 2020
Gross Carrying
Amount
Accumulated
Amortization
(in millions)
Net Carrying
Amount
$
4,248
$
(3,852)
$
648
616
29
5,541
80
(398)
(423)
(7)
(4,680)
—
$
5,621
$
(4,680)
$
396
250
193
22
861
80
941
June 28, 2019
Weighted
Average
Amortization
Period
(in years)
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
(in millions)
3
7
6
2
31
$
4,332
$
(3,316)
$
1,016
648
635
180
29
5,824
72
(310)
(372)
(180)
(7)
(4,185)
—
$
5,896
$
(4,185)
$
338
263
—
22
1,639
72
1,711
As part of prior acquisitions, the Company recorded at the time of the acquisition acquired IPR&D for projects in progress
that had not yet reached technological feasibility. IPR&D is initially accounted for as an indefinite-lived intangible asset. Once
a project reaches technological feasibility, the Company reclassifies the balance to existing technology and begins to amortize
the intangible asset over its estimated useful life.
During 2020, 2019 and 2018, the Company did not record any impairment charges related to intangible assets.
Intangible assets are amortized over the estimated useful lives based on the pattern in which the economic benefits are
expected to be received. Intangible asset amortization was as follows:
Intangible asset amortization
2020
2019
(in millions)
2018
$
769 $
968 $
1,185
71
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table presents estimated future amortization expense for intangible assets currently subject to amortization as
of July 3, 2020:
Future
Intangible Asset
Amortization
Expenses
(in millions)
Fiscal year:
2021
2022
2023
2024 and thereafter
Total future amortization expense
Product warranty liability
Changes in the warranty accrual were as follows:
Warranty accrual, beginning of period
Charges to operations
Utilization
Changes in estimate related to pre-existing warranties
Warranty accrual, end of period
$
$
2020
2019
(in millions)
2018
350 $
318 $
203
(151)
6
162
(142)
12
408 $
350 $
$
$
The current portion of the warranty accrual is classified in Accrued expenses and the long-term portion is classified in
Other liabilities as noted below:
Warranty accrual
Current portion (included in Accrued expenses)
Long-term portion (included in Other liabilities)
Total warranty accrual
Other liabilities
Other liabilities:
Non-current net tax payable
Payables related to unrecognized tax benefits
Other non-current liabilities
Total other liabilities
$
$
$
$
72
2020
2019
(in millions)
205 $
203
408 $
2020
2019
(in millions)
815 $
720
881
2,416 $
2,340
489
220
133
19
861
311
176
(151)
(18)
318
188
162
350
928
699
713
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Accumulated other comprehensive income (loss)
Accumulated other comprehensive income (loss) (“AOCI”), net of tax refers to expenses, gains and losses that are recorded
as an element of shareholders’ equity but are excluded from net income. The following table illustrates the changes in the
balances of each component of AOCI:
Actuarial
Pension Gains
(Losses)
Foreign
Currency
Translation
Adjustment
Unrealized Gains
(Losses) on
Derivative
Contracts
Total
Accumulated
Comprehensive
Income (Loss)
Balance at June 29, 2018
$
Other comprehensive income (loss) before reclassifications
Amounts reclassified from accumulated other comprehensive
income (loss)
Income tax benefit (expense) related to items of other
comprehensive income (loss)
Net current-period other comprehensive income (loss)
(19) $
(39)
—
5
(34)
(in millions)
(21) $
28
—
(3)
25
Balance at June 28, 2019
$
(53) $
4 $
Other comprehensive loss before reclassifications
Amounts reclassified from accumulated other comprehensive
loss
Income tax benefit (expense) related to items of other
comprehensive loss
Net current-period other comprehensive loss
(1)
—
(4)
(5)
(7)
—
1
(6)
1 $
(48)
9
19
(20)
(19) $
(87)
(6)
15
(78)
Balance at July 3, 2020
$
(58) $
(2) $
(97) $
(39)
(59)
9
21
(29)
(68)
(95)
(6)
12
(89)
(157)
During 2020, 2019 and 2018, the amounts reclassified out of AOCI related to derivative contracts were substantially all
charged to Cost of revenue in the Consolidated Statements of Operations.
73
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Note 4.
Fair Value Measurements and Investments
Financial Instruments Carried at Fair Value
Financial assets and liabilities that are remeasured and reported at fair value at each reporting period are classified and
disclosed in one of the following three levels:
Level 1. Quoted prices in active markets for identical assets or liabilities.
Level 2. Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets
or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be
corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3. Inputs that are unobservable for the asset or liability and that are significant to the fair value of the assets or
liabilities.
The following tables present information about the Company’s financial assets and liabilities that are measured at fair value
on a recurring basis as of July 3, 2020 and June 28, 2019, and indicate the fair value hierarchy of the valuation techniques
utilized to determine such values:
Level 1
Level 2
Level 3
Total
July 3, 2020
Assets:
Cash equivalents - Money market funds
Foreign exchange contracts
Total assets at fair value
Liabilities:
Foreign exchange contracts
Interest rate swap contract
Total liabilities at fair value
Assets:
Cash equivalents:
Money market funds
Certificates of deposit
Total cash equivalents
Foreign exchange contracts
Interest rate swap contracts
Total assets at fair value
Liabilities:
Foreign exchange contracts
Interest rate swap contract
Total liabilities at fair value
$
$
$
$
1,079 $
—
1,079 $
— $
—
— $
(in millions)
— $
28
28 $
9 $
133
142 $
June 28, 2019
— $
—
— $
— $
—
— $
1,079
28
1,107
9
133
142
Level 1
Level 2
Level 3
Total
(in millions)
$
1,388 $
— $
— $
—
1,388
—
—
17
17
44
2
—
—
—
—
1,388
17
1,405
44
2
1,388 $
63 $
— $
1,451
— $
—
— $
40 $
65
105 $
— $
—
— $
40
65
105
$
$
$
74
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Money Market Funds. The Company’s money market funds are funds that invest in U.S. Treasury and U.S. Government
agency securities. Money market funds are valued based on quoted market prices.
Certificates of Deposit. The Company’s certificates of deposit are investments which are held in custody by a third party.
Certificates of deposit are valued using fixed interest rates.
Foreign Exchange Contracts. The Company’s foreign exchange contracts are short-term contracts to hedge the Company’s
foreign currency risk. Foreign exchange contracts are valued using an income approach that is based on a present value of
future cash flows model. The market-based observable inputs for the model include forward rates and credit default swap rates.
For more information on the Company’s foreign exchange contracts, see Note 5, Derivative Instruments and Hedging
Activities. Derivative assets and liabilities are reflected in the Company’s Consolidated Balance Sheet under Other current
assets and Accrued expenses, respectively.
Interest Rate Swaps. The Company’s interest rate swaps are long-term contracts to hedge the Company’s variable rate debt
risk. Interest rate swaps are valued based on estimated present value of future cash flows model. The market-based observable
inputs for the model include interest rate curves and credit valuation adjustments based on published credit default swap curves.
During 2020 and 2019, the Company had no transfers of financial assets and liabilities between levels and there were no
changes in valuation techniques and the inputs used in the fair value measurement.
Financial Instruments Not Carried at Fair Value
For financial instruments where the carrying value (which includes principal adjusted for any unamortized issuance costs,
and discounts or premiums) differs from fair value (which is based on quoted market prices), the following table represents the
related carrying value and fair value for each of the Company’s outstanding financial instruments. Each of the financial
instruments presented below was categorized as Level 2 for all periods presented, based on the frequency of trading
immediately prior to the end of the fourth quarter of 2020 and the fourth quarter of 2019, respectively.
July 3, 2020
June 28, 2019
Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
0.50% convertible senior notes due 2020
$
34 $
Variable interest rate Term Loan A-1 maturing 2023
Variable interest rate Term Loan B-4 maturing 2023
1.50% convertible notes due 2024
4.75% senior unsecured notes due 2026
Total
(in millions)
30 $
4,474
1,656
1,036
2,428
33 $
4,824
2,424
958
2,283
31
4,780
2,370
986
2,263
4,576
1,692
987
2,286
$
9,575 $
9,624 $
10,522 $
10,430
75
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Note 5. Derivative Instruments and Hedging Activities
As of July 3, 2020, the Company had outstanding foreign exchange forward contracts that were designated as either cash
flow hedges or non-designated hedges. Substantially all of the contract maturity dates of these foreign exchange forward
contracts do not exceed 12 months. In addition, the Company had outstanding pay-fixed interest rate swaps that were
designated as cash flow hedges of variable rate interest payments on a portion of its term loans through February 2023.
As of July 3, 2020, the amount of existing net losses related to cash flow hedges recorded in AOCI included $83 million
related to the Company’s interest rate swaps that is expected to be reclassified to earnings after twelve months. In addition, as of
July 3, 2020, the Company did not have any foreign exchange forward contracts with credit-risk-related contingent features.
Changes in fair values of the non-designated foreign exchange contracts are recognized in Other income (expense), net and
are largely offset by corresponding changes in the fair values of the foreign currency denominated monetary assets and
liabilities. For each of 2020, 2019 and 2018, total net realized and unrealized transaction and foreign exchange contract
currency gains and losses were not material to the Company’s Consolidated Financial Statements.
Netting Arrangements
Under certain provisions and conditions within agreements with counterparties to the Company’s foreign exchange forward
contracts, subject to applicable requirements, the Company has the right of offset associated with the Company’s foreign
exchange forward contracts and is allowed to net settle transactions of the same currency with a single net amount payable by
one party to the other. As of July 3, 2020 and June 28, 2019, the effect of rights of offset was not material and the Company did
not offset or net the fair value amounts of derivative instruments in its Consolidated Balance Sheets.
76
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Note 6. Debt
Debt consisted of the following as of July 3, 2020 and June 28, 2019:
0.50% convertible senior notes due 2020
Variable interest rate Term Loan A-1 maturing 2023
Variable interest rate Term Loan B-4 maturing 2023
1.50% convertible notes due 2024
4.75% senior unsecured notes due 2026
Total debt
Issuance costs and debt discounts
Subtotal
Less current portion of long-term debt
Long-term debt
July 3,
2020
June 28,
2019
$
(in millions)
35 $
4,583
1,693
1,100
2,300
9,711
(136)
9,575
(286)
35
4,834
2,425
1,100
2,300
10,694
(172)
10,522
(276)
$
9,289 $
10,246
The Company has a credit agreement originally entered into on April 29, 2016 and most recently amended in July 2020 (as
amended, the “Credit Agreement”), that provides for, among other things, (i) a $2.25 billion revolving credit facility maturing
in 2023 (the “Revolving Facility”), (ii) a term loan A-1 due 2023 (the “Term Loan A-1”), and (iii) a term loan B-4 due 2023
(the “Term Loan B-4”).
Borrowings under the revolving credit facility bear interest at a rate equal to, at the Company’s option, either an adjusted
London Interbank Offered Rate (“LIBOR”) rate, subject to a 0.00% floor, plus an applicable margin varying from 1.125% to
2.000% or a base rate plus an applicable margin varying from 0.125% to 1.000%, in each case depending on the Company’s
corporate credit ratings. During 2018, the Company repaid the previously outstanding borrowings under its revolving credit
facility. At July 3, 2020, the Company’s borrowing capacity under the revolving credit facility was $2.25 billion.
The Term Loan A-1 bears interest at a rate equal to, at the Company’s option, either an adjusted LIBOR rate, subject to a
0.00% floor, plus an applicable margin varying from 1.125% to 2.000% or a base rate plus an applicable margin varying from
0.125% to 1.000%, in each case depending on the Company’s corporate credit ratings. Currently the Company has selected the
LIBOR rate option, and the applicable rate was 1.67% as of July 3, 2020. Principal payments are due in quarterly installments
of 1.250% per quarter through December 2022, with the remaining balance payable on February 27, 2023. The Term Loan A-1
issuance costs are amortized to interest expense over the term of the loan, and as of July 3, 2020, issuance costs of $7 million
remained unamortized.
The Term Loan B-4 bears interest at a rate equal to, at the Company’s option, either an adjusted LIBOR rate, subject to a
0.00% floor, plus 1.75% or a base rate plus 0.75%. Currently the Company has selected the LIBOR rate option, and the
applicable interest rate was 1.92% as of July 3, 2020. During 2020, the Company made aggregate voluntary prepayments of
$725 million on its Term Loan B-4, which was applied toward the remaining scheduled amortization and the remainder towards
the principal due at maturity. As of July 3, 2020, there are no longer any scheduled amortization payments due under the Term
Loan B-4 prior to its maturity on April 29, 2023. As of July 3, 2020, issuance costs of less than $1 million remained
unamortized. On July 31, 2020, the Company made an incremental voluntary prepayment of $150 million on its Term Loan
B-4.
In February 2018, the Company issued $1.10 billion aggregate principal amount of convertible senior notes due
February 1, 2024 (the “2024 Convertible Notes”). The 2024 Convertible Notes bear interest at an annual rate of 1.50% with
interest payable on February 1 and August 1 of each year. The Company is not required to make principal payments on the
2024 Convertible Notes prior to the maturity date. The 2024 Convertible Notes are jointly and severally guaranteed by certain
material domestic subsidiaries of the Company.
77
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The 2024 Convertible Notes are convertible into cash, shares of the Company’s common stock, or a combination thereof at
an initial conversion price of $121.91 per share of common stock. Holders of the 2024 Convertible Notes may freely convert
their 2024 Convertible Notes on or after November 1, 2023 until the close of business on the business day immediately
preceding the maturity date. Prior to November 1, 2023, holders may convert their 2024 Convertible Notes based on variations
in market price of the Company’s common stock in relation to the conversion price or the trading price of the 2024 Convertible
Notes or upon the occurrence of specified corporate events. On or after February 5, 2021, the Company may redeem all or part
of the 2024 Convertible Notes, at its option, if the market price of the Company’s stock achieves certain levels.
The Company separately accounts for the liability and equity components of the 2024 Convertible Notes. The value of the
liability component as of the date of issuance was recognized at the present value of its cash flows using a discount rate
of 4.375%, the Company’s borrowing rate at the date of the issuance for a similar debt instrument without the conversion
feature, resulting in a debt discount of $165 million, which was allocated to equity as the value of the conversion feature. The
2024 Convertible Notes debt issuance costs were approximately $18 million, of which $15 million was allocated to the debt
component and $3 million was allocated to equity. The debt discount and issuance costs are amortized to interest expense over
the term of the 2024 Convertible Notes. As of July 3, 2020, debt discount and issuance costs of $113 million remained
unamortized.
In February 2018, the Company issued $2.30 billion aggregate principal amount of senior unsecured notes due
February 15, 2026 (the “2026 Senior Unsecured Notes”). The 2026 Senior Unsecured Notes bear interest at an annual rate of
4.750% with interest payable on February 15 and August 15 of each year. The Company is not required to make principal
payments on the 2026 Senior Unsecured Notes prior to the maturity date. The 2026 Senior Unsecured Notes are jointly and
severally guaranteed by certain material domestic subsidiaries of the Company. The 2026 Senior Unsecured Notes issuance
costs are amortized to interest expense over the term of the 2026 Senior Unsecured Notes and as of July 3, 2020, issuance costs
of $14 million remained unamortized.
The Company assumed the 0.5% convertible senior notes due October 15, 2020 (the “2020 Convertible Notes”) in
connection with its acquisition of SanDisk Corporation (“SanDisk”), pursuant to an Agreement and Plan of Merger, on May 12,
2016. As of July 3, 2020, $35 million principal amount of the 2020 Convertible Notes was outstanding and had a conversion
rate of 10.9006 units of reference property per $1,000 principal amount of the 2020 Convertible Notes, corresponding to 2.6020
shares of the Company’s common stock and $735.79 of cash, subject to adjustments under the indenture. On and after July 15,
2020 until the close of business on the second scheduled trading day immediately preceding the maturity date of October 15,
2020, holders may convert their 2020 Convertible Notes into the reference property by following the procedures set out in the
indenture. The 2020 Convertible Notes issuance costs are amortized to interest expense over the term of the 2020 Convertible
Notes and as of July 3, 2020, issuance costs of less than $1 million remained unamortized.
The Revolving Facility, Term Loan A-1 and Term Loan B-4 are unconditionally guaranteed by each of the guarantors
under the Credit Agreement and are secured on a first-priority basis (subject to permitted liens) by a lien on the same collateral
that secure the other loans under the Credit Agreement; provided that the security and guarantees will be automatically
suspended upon certain conditions.
The Credit Agreement requires the Company to comply with certain financial covenants with respect to the Revolving
Facility and Term Loan A-1, consisting of a Leverage Ratio and an Interest Coverage Ratio (each as defined below).
Consolidated Adjusted EBITDA is defined as net income (loss) plus interest expense, income tax expense (benefit) and
depreciation and amortization, as well as other contractual adjustments as provided for in the Credit Agreement, including, for
purposes of the financial covenants, an addback for certain depreciation-related payments made to the Company’s Flash
Ventures.
The Company is required to maintain a maximum ratio of total funded debt to trailing twelve-month Consolidated
Adjusted EBITDA (“Leverage Ratio”) at the end of each quarter of 4.25 to 1.00 through the quarter ending October 2, 2020,
4.00 to 1.00 through the quarter ending July 2, 2021, 3.75 to 1.00 through the quarter ending December 31, 2021, 3.50 to 1.00
through the quarter ending July 1, 2022, and 3.25 to 1.00 thereafter. In addition, the Company is required to maintain a
minimum ratio of Consolidated Adjusted EBITDA to interest expense (“Interest Coverage Ratio”), both calculated on a trailing
twelve-month basis, at the end of each quarter of 3.50 to 1.00. As of July 3, 2020, the Company was in compliance with all
financial covenants under the Credit Agreement.
78
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Credit Agreement also requires the Company and its subsidiaries to comply with customary covenants that include,
among others, limitations on the incurrence of additional debt, liens on property, acquisitions and investments, loans and
guarantees, mergers, consolidations, liquidations and dissolutions, asset sales, dividends and other payments in respect of the
Company’s capital stock, prepayments of certain debt, transactions with affiliates and certain modifications of organizational
documents and certain debt agreements. In addition, the indentures governing the Company’s 2026 Senior Unsecured Notes and
the 2024 Convertible Notes contain restrictive covenants that limit the Company’s and its subsidiaries’ ability to, among other
things, consolidate, merge or sell all or substantially all of their assets; create liens; and incur, assume or guarantee additional
indebtedness.
Future Debt Payments
As of July 3, 2020, required annual future debt payments were as follows:
Fiscal year:
2021
2022
2023
2024
2025 and thereafter
Total debt maturities
Issuance costs and debt discounts
Net carrying value
Future Debt
Payments
(in millions)
$
$
$
286
251
5,774
1,100
2,300
9,711
(136)
9,575
79
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Note 7.
Pension and Other Post-Retirement Benefit Plans
The Company has pension and other post-retirement benefit plans in various countries. The Company’s principal pension
plans are in Japan, Thailand and the Philippines. All pension and other post-retirement benefit plans outside of the Company’s
Japan, Thailand and the Philippines defined benefit pension plans (the “Pension Plans”) are immaterial to the Consolidated
Financial Statements.
Obligations and Funded Status
The following table presents the unfunded status of the benefit obligations for the Pension Plans:
Change in benefit obligation:
Projected benefit obligation at beginning of period
$
352 $
300 $
285
2020
2019
(in millions)
2018
Service cost
Interest cost
Plan amendments
Actuarial loss (gain)
Benefits paid
Settlement/curtailment
Other
Non-U.S. currency movement
Projected benefit obligation at end of period
Change in plan assets:
Fair value of plan assets at beginning of period
Actual return on plan assets
Employer contributions
Benefits paid
Non-U.S. currency movement
Fair value of plan assets at end of period
Unfunded status
13
4
—
3
(8)
—
—
2
366
209
4
9
(8)
1
10
4
13
26
(9)
(3)
—
11
352
200
2
10
(9)
6
$
215
151 $
209
143 $
The following table presents the unfunded amounts related to the Pension Plans as recognized on the Company’s
Consolidated Balance Sheets:
Current liabilities
Non-current liabilities
Net amount recognized
July 3,
2020
June 28,
2019
(in millions)
1 $
150
151 $
$
$
10
4
—
7
(9)
—
—
3
300
189
8
10
(9)
2
200
100
1
142
143
The accumulated benefit obligation for the Pension Plans was $366 million at July 3, 2020. As of July 3, 2020, actuarial
losses for the Pension Plans of $67 million are included in Accumulated other comprehensive loss in the Consolidated Balance
Sheet. There were no material prior service credits for the defined benefit pension plans recognized in Accumulated other
comprehensive loss in the Consolidated Balance Sheet as of July 3, 2020.
Net periodic benefit costs were not material for 2020, 2019, and 2018.
80
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Assumptions
Weighted-Average Assumptions
The weighted-average actuarial assumptions used to determine the projected benefit obligations for the Pension Plans were
as follows:
Discount rate
Rate of compensation increase
2020
2019
2018
1.1 %
2.0 %
1.1 %
1.7 %
The weighted-average actuarial assumptions used to determine benefit costs for the Pension Plans were as follows:
Discount rate
Expected long-term rate of return on plan assets
Rate of compensation increase
2020
2019
2018
1.1 %
2.5 %
1.7 %
1.3 %
2.5 %
1.2 %
1.3 %
1.4 %
0.5 %
2.5 %
1.5 %
The Company develops a discount rate by calculating when the estimated benefit payments will be due. Management then
matches the benefit payments to high quality bonds which match the timing of the expected benefit payments to determine the
appropriate discount rate.
The Company develops the expected long-term rate of return on plan assets by analyzing rates of return in each plan as
well as the investment portfolio applicable to the plan depending on each plan’s economic environment. The Company’s
estimates of future rates of return on assets is based in large part on the projected rate of return from the respective investment
managers using a long-term view of historical returns, as well as actuarial recommendations using the most current generational
and mortality tables and rates. As of July 3, 2020, Pension Plan assets materially consisted of plan assets related to the Japan
Pension Plan and as such the assumption used herein is primarily related to the Japan Pension Plan.
The Company develops the rate of compensation increase assumptions using local compensation practices and historical
rates of increases.
Plan Assets
Investment Policies and Strategies
The investment policy in the Pension Plans is to generate a stable return on investments over a long-term horizon in order
to have adequate pension funds to meet the Company’s future obligations. In order to achieve this investment goal, a diversified
portfolio with target asset allocation and expected rate of return is established by considering factors such as composition of
participants, level of funded status, capacity to absorb risks and the current economic environment. The target asset allocation is
62% in debt securities, 35% in equity securities, and the remaining 3% in other assets. Risk management is accomplished
through diversification, periodic review of plan asset performance and appropriate realignment of asset allocation. Assumptions
regarding the expected long-term rate of return on plan assets are periodically reviewed and are based on the historical trend of
returns, the risk and correlation of each asset and the latest economic environment.
The expected long-term rate of return is estimated based on many factors, including expected forecast for inflation, risk
premiums for each asset class, expected asset allocation, current and future financial market conditions and diversification and
rebalancing strategies. Historical return patterns and correlations, consensus return forecasts and other relevant financial factors
are analyzed periodically by the investment advisor so as to ensure that the expected long-term rate of return is reasonable and
appropriate.
81
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Fair Value Measurements
The following tables present the Pension Plans’ major asset categories and their associated fair values as of July 3, 2020
and June 28, 2019:
Equity:
Equity commingled/mutual funds(1)(2)
Fixed income:
Fixed income commingled/mutual funds(1)(3)
Cash equivalents and short-term investments
Fair value of plan assets
Equity:
Equity commingled/mutual funds(1)(2)
Fixed income:
Fixed income commingled/mutual funds(1)(3)
Cash equivalents and short-term investments
Fair value of plan assets
Level 1
Level 2
Level 3
Total
July 3, 2020
(in millions)
— $
72 $
— $
—
12
131
—
—
—
12 $
203 $
— $
Level 1
Level 2
Level 3
Total
June 28, 2019
(in millions)
— $
68 $
— $
—
9
132
—
—
—
9 $
200 $
— $
72
131
12
215
68
132
9
209
$
$
$
$
(1) Commingled funds represent pooled institutional investments.
(2) Equity mutual funds invest primarily in equity securities.
(3) Fixed income mutual funds invest primarily in fixed income securities.
There were no significant movements of assets between any level categories in 2020 or 2019.
Fair Value Valuation Techniques
Equity securities are valued at the closing price reported on the stock exchange on which the individual securities are
traded. Equity commingled/mutual funds are typically valued using the net asset value (“NAV”) provided by the investment
manager or administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, minus
liabilities and divided by the number of shares or units outstanding. These assets are classified as either Level 1 or Level 2,
depending on availability of quoted market prices for identical or similar assets.
If available, fixed income securities are valued using the close price reported on the major market on which the individual
securities are traded and are classified as Level 1. The fair value of other fixed income securities is typically estimated using
pricing models and quoted prices of securities with similar characteristics, and is generally classified as Level 2.
Cash equivalents includes money market accounts that are valued at their cost plus interest on a daily basis, which
approximates fair value. Short-term investments represent securities with original maturities of one year or less. These assets
are classified as either Level 1 or Level 2.
82
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Cash Flows
The Company’s expected employer contributions for 2021 and annual benefit payments over the next five years for its
Pension Plans are not expected to be material.
83
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Note 8. Related Parties and Related Commitments and Contingencies
Flash Ventures
The Company procures substantially all of its flash-based memory wafers from its business ventures with Kioxia
Corporation (“Kioxia”), which consists of three separate legal entities: Flash Partners Ltd. (“Flash Partners”), Flash Alliance
Ltd. (“Flash Alliance”), and Flash Forward Ltd. (“Flash Forward”), collectively referred to as “Flash Ventures”. The Company
has a 49.9% ownership interest and Kioxia has a 50.1% ownership interest in each of these entities. Through Flash Ventures,
the Company and Kioxia collaborate in the development and manufacture of flash-based memory wafers, which are
manufactured by Kioxia at its wafer fabrication facilities located in Japan using semiconductor manufacturing equipment
individually owned or leased by each Flash Ventures entity. Each Flash Ventures entity purchases wafers from Kioxia at cost
and then resells those wafers to the Company and Kioxia at cost plus a markup.
Flash Partners. Flash Partners was formed in 2004 in connection with the construction of Kioxia’s “Y3” 300-millimeter
wafer fabrication facility located in Yokkaichi, Japan.
Flash Alliance. Flash Alliance was formed in 2006 in connection with the construction of Kioxia’s “Y4” 300-millimeter
wafer fabrication facility located in Yokkaichi, Japan.
Flash Forward. Flash Forward was formed in 2010 in connection with the construction of Kioxia’s “Y5” 300-millimeter
wafer fabrication facility located in Yokkaichi, Japan. Y5 was built in two phases of approximately equal size.
New Y2. The Company has a facility agreement with Kioxia related to the construction and operation of Kioxia’s “New
Y2” 300-millimeter wafer fabrication facility located in Yokkaichi, Japan. New Y2 primarily provided additional clean room
space to convert a portion of 2-dimensional (“2D”) flash-based wafer production capacity to 3-dimensional (“3D”) flash-based
wafer production capacity. Production of flash-based wafers in New Y2 started in 2016.
Y6. The Company also has a facility agreement with Kioxia related to the construction and operation of Kioxia’s “Y6” 300-
millimeter wafer fabrication facility in Yokkaichi, Japan. Y6 is primarily intended to provide clean room space to continue the
transition of existing 2D flash-based wafer capacity to 3D flash-based wafer production capacity. Production of flash-based
wafers in Y6 started in 2018.
K1. The Company also has a facility agreement with Kioxia related to the construction and operation of Kioxia’s “K1”
300-millimeter wafer fabrication facility in Kitakami, Japan. The primary purpose of K1 is to provide clean room space to
continue the transition of existing flash-based wafer capacity to newer technology nodes. Output from the initial production line
at K1 began in the third quarter of fiscal year 2020, although meaningful output from K1 is not expected to begin until the end
of calendar 2020. The Company has paid for most of its share of initial K1 equipment investments and relocation costs. Other
period expenses associated with the initial production ramp at K1 will begin trailing off as output increases toward the end of
calendar year 2020. The Company also agreed to prepay an aggregate of approximately $360 million over a 3-year period
beginning in the first half of fiscal year 2020 toward K1 building depreciation, to be credited against future wafer charges. As
of July 3, 2020, remaining committed prepayments totaled $206 million.
The Company accounts for its ownership position of each entity within Flash Ventures under the equity method of
accounting. The financial and other support provided by the Company in all periods presented was either contractually required
or the result of a joint decision to expand wafer capacity, transition to new technologies or refinance existing equipment lease
commitments. Entities within Flash Ventures are VIEs. The Company evaluated whether it is the primary beneficiary of any of
the entities within Flash Ventures for all periods presented and determined that it is not the primary beneficiary of any of the
entities within Flash Ventures because it does not have a controlling financial interest in any of those entities. In determining
whether the Company is the primary beneficiary, the Company analyzed the primary purpose and design of Flash Ventures, the
activities that most significantly impact Flash Ventures’ economic performance, and whether the Company had the power to
direct those activities. The Company concluded, based upon its 49.9% ownership, the voting structure and the manner in which
the day-to-day operations are conducted for each entity within Flash Ventures, that the Company lacked the power to direct
most of the activities that most significantly impact the economic performance of each entity within Flash Ventures.
84
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table presents the notes receivable from, and equity investments in, Flash Ventures as of July 3, 2020 and
June 28, 2019:
Notes receivable, Flash Partners
Notes receivable, Flash Alliance
Notes receivable, Flash Forward
Investment in Flash Partners
Investment in Flash Alliance
Investment in Flash Forward
July 3,
2020
June 28,
2019
$
(in millions)
273 $
301
670
203
300
128
551
878
743
200
296
123
Total notes receivable and investments in Flash Ventures
$
1,875 $
2,791
During 2020, 2019 and 2018, the Company made net payments to Flash Ventures of $3.09 billion, $4.13 billion and $3.79
billion, respectively, for purchased flash-based memory wafers and net loans.
The Company makes, or will make, loans to Flash Ventures to fund equipment investments for new process technologies
and additional wafer capacity. The Company aggregates its Flash Ventures’ notes receivable into one class of financing
receivables due to the similar ownership interest and common structure in each Flash Venture entity. For all reporting periods
presented, no loans were past due and no loan impairments were recorded. The Company’s notes receivable from each Flash
Ventures entity, denominated in Japanese yen, are secured by equipment owned by that Flash Ventures entity.
As of July 3, 2020 and June 28, 2019, the Company had Accounts payable balances due to Flash Ventures of $407 million
and $331 million, respectively.
The Company’s maximum reasonably estimable loss exposure (excluding lost profits) as a result of its involvement with
Flash Ventures, based upon the Japanese yen to U.S. dollar exchange rate at July 3, 2020, is presented below. Investments in
Flash Ventures are denominated in Japanese yen, and the maximum estimable loss exposure excludes any cumulative
translation adjustment due to revaluation from the Japanese yen to the U.S. dollar.
Notes receivable
Equity investments
Operating lease guarantees
Inventory and prepayments
Maximum estimable loss exposure
July 3,
2020
$
$
1,244
631
1,903
526
4,304
As of July 3, 2020 and June 28, 2019, the Company’s retained earnings included undistributed earnings of Flash Ventures
of $24 million and $14 million, respectively.
The Company is obligated to pay for variable costs incurred in producing its share of Flash Ventures’ flash-based memory
wafer supply, based on its three-month forecast, which generally equals 50% of Flash Ventures’ output. In addition, the
Company is obligated to pay for half of Flash Ventures’ fixed costs regardless of the output the Company chooses to purchase.
The Company is not able to estimate its total wafer purchase commitment obligation beyond its rolling three-month purchase
commitment because the price is determined by reference to the future cost of producing the semiconductor wafers. In addition,
the Company is committed to fund 49.9% to 50.0% of each Flash Ventures entity’s capital investments to the extent that Flash
Ventures entity’s operating cash flow is insufficient to fund these investments.
85
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Flash Ventures has historically operated near 100% of its manufacturing capacity. During 2019, as a result of flash
business conditions, the Company temporarily reduced its utilization of its share of Flash Ventures’ manufacturing capacity to
an abnormally low level to more closely align the Company’s flash-based wafer supply with the projected demand. In 2019, the
Company incurred costs of $264 million associated with the reduction in utilization, which was recorded as a charge to Cost of
revenue.
In June 2019, an unexpected power outage incident occurred at the flash-based memory manufacturing facilities operated
by Flash Ventures in Yokkaichi, Japan. The power outage incident impacted the facilities and process tools and resulted in the
damage of flash wafers in production and a reduction in the Company’s flash wafer availability. As a result of this incident, the
Company incurred charges of $68 million and $145 million in 2020 and 2019, respectively, which were recorded in Cost of
revenue and primarily consisted of the write-off of damaged inventory and unabsorbed manufacturing overhead costs. The
Company continues to pursue recovery of its losses associated with this event; however, the total amount of recovery cannot be
estimated at this time.
Inventory Purchase Commitments with Flash Ventures. Purchase orders placed under Flash Ventures for up to three
months are binding and cannot be canceled.
Research and Development Activities. The Company participates in common R&D activities with Kioxia and is
contractually committed to a minimum funding level. R&D commitments are immaterial to the Consolidated Financial
Statements.
Off-Balance Sheet Liabilities
Flash Ventures sells to and leases back from a consortium of financial institutions a portion of its tools and has entered into
equipment lease agreements of which the Company guarantees half or all of the outstanding obligations under each lease
agreement. The lease agreements are subject to customary covenants and cancellation events related to Flash Ventures and each
of the guarantors. The occurrence of a cancellation event could result in an acceleration of Flash Ventures’ obligations and a
call on the Company’s guarantees.
The following table presents the Company’s portion of the remaining guarantee obligations under the Flash Ventures’ lease
facilities in both Japanese yen and U.S. dollar-equivalent, based upon the Japanese yen to U.S. dollar exchange rate as of July 3,
2020.
Total guarantee obligations
Lease Amounts
(Japanese yen, in
billions)
(U.S. dollar, in
millions)
¥
205 $
1,903
86
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table details the breakdown of the Company’s remaining guarantee obligations between the principal
amortization and the purchase option exercise price at the end of the term of the Flash Ventures lease agreements, in annual
installments as of July 3, 2020 in U.S. dollars, based upon the Japanese yen to U.S. dollar exchange rate as of July 3, 2020:
Annual Installments
2021
2022
2023
2024
2025
Thereafter
Total guarantee obligations
Payment of
Principal
Amortization
Purchase Option
Exercise Price at
Final Lease Terms
Guarantee
Amount
(in millions)
$
497 $
109 $
414
304
156
36
4
50
67
121
111
34
606
464
371
277
147
38
$
1,411 $
492 $
1,903
The Company and Kioxia have agreed to mutually contribute to, and indemnify each other and Flash Ventures for,
environmental remediation costs or liability resulting from Flash Ventures’ manufacturing operations in certain circumstances.
The Company has not made any indemnification payments, nor recorded any indemnification receivables, under any such
agreements. As of July 3, 2020, no amounts have been accrued in the Consolidated Financial Statements with respect to these
indemnification agreements.
Unis Venture
The Company has a joint venture with Unisplendour Corporation Limited and Unissoft (Wuxi) Group Co. Ltd. (“Unis”),
referred to as the “Unis Venture”, to market and sell the Company’s products in China and to develop data storage systems for
the Chinese market in the future. The Unis Venture is 49% owned by the Company and 51% owned by Unis. The Company
accounts for its investment in the Unis Venture under the equity method of accounting. Revenue on products distributed by the
Unis Venture is recognized upon sell through to third-party customers. For both the years ended July 3, 2020 and June 28,
2019, the Company recognized less than 2% of its consolidated revenue on products distributed by the Unis Venture. The
outstanding accounts receivable due from and investment in the Unis Venture were less than 5% of Accounts receivable, net as
of both July 3, 2020 and June 28, 2019.
87
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Note 9. Leases and Other Commitments
Leases
The Company leases certain domestic and international facilities and data center space under long-term, non-cancelable
operating leases that expire at various dates through 2034. These leases include no material variable or contingent lease
payments. Operating lease assets and liabilities are recognized based on the present value of the remaining lease payments
discounted using the Company’s incremental borrowing rate. Operating lease assets also include prepaid lease payments minus
any lease incentives. Extension or termination options present in the Company’s lease agreements are included in determining
the right-of-use asset and lease liability when it is reasonably certain the Company will exercise that option. Lease expense is
recognized on a straight-line basis over the lease term. The following table summarizes supplemental balance sheet information
related to operating leases as of July 3, 2020:
Minimum lease payments by fiscal year:
2021
2022
2023
2024
2025
Thereafter
Total future minimum lease payments
Less: Imputed Interest
Present value of lease liabilities
Less: Current portion (included in Accrued expenses)
Long-term operating lease liabilities (included in Other liabilities)
Operating lease right-of-use assets (included in Other non-current assets)
Weighted average remaining lease term in years
Weighted average discount rate
Lease Amounts
(in millions)
$
$
$
45
32
28
28
27
144
304
(59)
245
36
209
230
9.2
4.2 %
The following table summarizes supplemental disclosures of operating cost and cash flow information related to operating
leases for the year ended July 3, 2020:
Cost of operating leases
Cash paid for operating leases
Operating lease assets obtained in exchange for operating lease liabilities
Cost of operating leases was as follows:
Year Ended
July 3,
2020
(in millions)
$
55
53
57
Cost of operating leases
2020
2019
(in millions)
2018
$
55 $
47 $
49
88
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Purchase Agreements and Other Commitments
In the normal course of business, the Company enters into purchase orders with suppliers for the purchase of components
used to manufacture its products. These purchase orders generally cover forecasted component supplies needed for production
during the next quarter, are recorded as a liability upon receipt of the components, and generally may be changed or canceled at
any time prior to shipment of the components. The Company also enters into long-term agreements with suppliers that contain
fixed future commitments, which are contingent on certain conditions such as performance, quality and technology of the
vendor’s components. As of July 3, 2020, the Company had the following minimum long-term commitments:
Fiscal year:
2021
2022
2023
2024
2025
Thereafter
Total
Sale-Leaseback
Long-term
commitments
(in millions)
$
448
606
521
322
148
190
$
2,235
In April 2019, the Company completed a sale and leaseback of its manufacturing facility in Fremont, California. The
Company received proceeds from the sale of $115 million and recognized a loss of $25 million. The property is being leased
back over a term of 15 years at an annual lease rate of $7 million for the first year and increasing by 3% per year thereafter. The
lease includes four 5-year renewal options for the ability to extend up to 20 years.
89
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Note 10. Business Segment, Revenue Information, Geographic Information and Concentration of Risk
The Company manufactures, markets, and sells data storage devices and solutions in the U.S. and in foreign countries
through its sales personnel, dealers, distributors, retailers, and subsidiaries. Based upon the management structure under the
current operating model, the Company determined that the Company’s Chief Operating Decision Maker, its Chief Executive
Officer, evaluates performance of the Company and makes decisions regarding allocation of resources based on total Company
results. As a result, the Company concluded it operates in one segment, data storage devices and solutions.
The following table summarizes the Company’s revenue by end market product category, between Client Devices (mobile,
desktop, gaming and digital video hard drives, SSDs, embedded products and wafers); Data Center Devices and Solutions
(capacity and performance enterprise HDDs, enterprise SSDs, data center software and system solutions); and Client Solutions
(removable products, hard drive content solutions and flash content solutions):
The Company’s disaggregated revenue information is as follows:
Revenue by Product
HDD
Flash-based
Total Revenue
Revenue by End Market
Client Devices
Data Center Devices & Solutions
Client Solutions
Total Revenue
2020
2019
(in millions)
2018
$
$
$
$
$
$
8,967
7,769
16,736
7,160
6,228
3,348
8,746
7,823
16,569
$
$
10,698
9,949
20,647
8,095
5,038
3,436
$
10,108
6,075
4,464
$
16,736
$
16,569
$
20,647
The Company’s operations outside the United States include manufacturing facilities in China, Japan, Malaysia, the
Philippines and Thailand, as well as sales offices throughout the Americas, Asia Pacific, Europe and the Middle East. The
following tables summarize the Company’s operations by geographic area:
Net revenue (1)
United States
China
Hong Kong
Rest of Asia
Europe, Middle East and Africa
Other
Total
2020
2019
(in millions)
2018
$
4,679 $
3,602 $
4,075
2,592
1,699
2,926
765
3,861
3,122
2,116
3,109
759
4,640
4,393
4,022
2,752
3,858
982
$
16,736 $
16,569 $
20,647
(1)
revenue is attributed to countries based upon the location of the headquarters of the licensee.
Net revenue is attributed to geographic regions based on the ship-to location of the customer. License and royalty
90
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2020
2019
(in millions)
$
949 $
643
373
472
366
51
962
667
420
405
335
54
$
2,854 $
2,843
Long-lived assets (1)
United States
Malaysia
China
Thailand
Rest of Asia
Europe, Middle East and Africa
Total
(1)
located.
Long-lived assets include property, plant and equipment and are attributed to the geographic location in which they are
Customer Concentration and Credit Risk
The Company sells its products to computer manufacturers, resellers and retailers throughout the world. For each of 2020,
2019 and 2018, no customer accounted for 10% or more of the Company’s net revenue. For 2020, 2019 and 2018, the
Company’s top 10 customers accounted for 42%, 45%, and 42%, respectively, of the Company’s net revenue.
The Company performs ongoing credit evaluations of its customers’ financial condition and generally requires no
collateral. The Company maintains allowances for potential credit losses, and such losses have historically been within
management’s expectations. At any given point in time, the total amount outstanding from any one of a number of its customers
may be individually significant to the Company’s financial results. As of July 3, 2020, one customer, Kingston Technology
Company, accounted for 10% of the Company’s net accounts receivable. As of June 28, 2019, two customers, Dell
Technologies Inc. and Huawei Investment & Holding Co., accounted for 14% and 10%, respectively, of the Company’s net
accounts receivable. As of July 3, 2020 and June 28, 2019, the Company had net accounts receivable of $2.4 billion and $1.2
billion, respectively, and reserves for potential credit losses were not material as of each period end.
The Company also has cash equivalent and investment policies that limit the amount of credit exposure to any one financial
institution or investment instrument and requires that investments be made only with financial institutions or in investment
instruments evaluated as highly credit-worthy.
Supplier Concentration
All of the Company’s flash memory system products require silicon wafers for the memory and controller components.
The Company’s flash memory wafers are currently supplied almost entirely from Flash Ventures and the controller wafers are
all manufactured by third-party sources. The failure of any of these sources to deliver silicon wafers could have a material
adverse effect on the Company’s business, financial condition and results of operations.
In addition, some key components are purchased from single source vendors for which alternative sources are currently not
available. Shortages could occur in these essential materials due to an interruption of supply or increased demand in the
industry. If the Company was unable to procure certain of such materials, the Company’s sales could decline, which could have
a material adverse effect upon its results of operations. The Company also relies on third-party subcontractors to assemble and
test a portion of its products. The Company does not have long-term contracts with some of these subcontractors and cannot
directly control product delivery schedules or manufacturing processes. This could lead to product shortages or quality
91
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
assurance problems that could increase the manufacturing costs of the Company’s products and have material adverse effects on
the Company’s operating results.
92
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Note 11. Western Digital Corporation 401(k) Plan
The Company maintains the Western Digital Corporation 401(k) Plan (the “Plan”). The Plan covers substantially all
domestic employees, subject to certain eligibility requirements. Eligible employees receive employer matching contributions
immediately upon hire unless the individual is covered by a collective bargaining agreement, provides services as a consultant,
intern, independent contractor, leased or temporary employee, or otherwise is not treated as a common-law employee.
Eligible employees are generally able to contribute up to 30% of their eligible compensation on a pre-tax basis or 10% of
their eligible compensation on an after-tax basis subject to Internal Revenue Service (“IRS”) limitations. The Company makes a
basic matching contribution equal to 50% of each eligible participant’s contribution that does not exceed 6% of the eligible
participant’s annual compensation in the year of contribution. The Company’s employer matching contributions vest over a
two-year graded period. The Company may suspend matching contributions at any time at its discretion. Contributions,
including the Company’s matching contribution to the Plan, are recorded as soon as administratively possible after the
Company makes payroll deductions from Plan participants.
For 2020, 2019 and 2018, the Company made Plan contributions of $33 million, $34 million and $35 million, respectively.
93
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Note 12. Shareholders’ Equity
2017 Performance Incentive Plan
The types of awards that may be granted under the Western Digital Corporation Amended and Restated 2017 Performance
Incentive Plan (as amended, the “2017 Performance Incentive Plan”) include stock options, stock appreciation rights (“SARs”),
RSUs, PSUs, stock bonuses and other forms of awards granted or denominated in the Company’s common stock or units of the
Company’s common stock, as well as cash bonus awards. Persons eligible to receive awards under the 2017 Performance
Incentive Plan include officers and employees of the Company or any of its subsidiaries, directors of the Company and certain
consultants and advisors to the Company or any of its subsidiaries. The vesting of awards under the 2017 Performance
Incentive Plan is determined at the date of grant. Each award expires on a date determined at the date of grant; however, the
maximum term of options and SARs under the 2017 Performance Incentive Plan is ten years after the grant date of the award.
RSUs granted under the 2017 Performance Incentive Plan typically vest over periods ranging from one to four years from the
date of grant. PSUs are granted to certain employees and vest only after the achievement of pre-determined performance
conditions or market conditions and completion of requisite service periods. Once the performance conditions or market
conditions are met, vesting of PSUs is generally subject to continued service by the employee. To the extent available, the
Company issues shares out of treasury stock upon the vesting of awards, the exercise of employee stock options and the
purchase of shares pursuant to the ESPP.
Outstanding RSU and PSU awards have dividend equivalent rights which entitle holders of such outstanding awards to the
same dividend value per share as holders of common stock. Dividend equivalent rights are subject to the same vesting and other
terms and conditions as the corresponding unvested RSUs and PSUs. Dividend equivalent rights are accumulated and paid in
additional shares when the underlying shares vest.
As of July 3, 2020, the maximum number of shares of the Company’s common stock that was authorized for award grants
under the 2017 Performance Incentive Plan was 95.6 million shares. Shares issued in respect of stock options and SARs granted
under the 2017 Performance Incentive Plan count against the plan’s share limit on a one-for-one basis, whereas currently,
shares issued in respect of any other type of award granted count against the plan’s share limit as 1.72 shares for every one
share issued in connection with such award. The 2017 Performance Incentive Plan will terminate on August 4, 2025 unless
terminated earlier by the Company’s Board of Directors.
Employee Stock Purchase Plan
Under the Company’s ESPP, eligible employees may authorize payroll deductions of up to 10% of their eligible
compensation, subject to IRS limitations, during prescribed offering periods to purchase shares of the Company’s common
stock at 95% of the fair market value of common stock either at the beginning of that offering period or on the applicable
exercise date, whichever is less. A participant may participate in only one offering period at a time, and a new offering period
generally begins each June 1st and December 1st. Each offering period is generally 24 months and consists of four exercise
dates (each, generally six months following the start of the offering period or the preceding exercise date, as the case may be). If
the fair market value of the Company’s common stock is less on a given exercise date than on the date of grant, employee
participation in that offering period ends and participants are automatically re-enrolled in the next new offering period.
During 2020, 2019 and 2018, the Company issued 3.0 million, 2.6 million, and 2.5 million shares, respectively, for
aggregate purchase amounts of $107 million, $102 million and $119 million, respectively.
94
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Stock-based Compensation Expense
The following tables present the Company’s stock-based compensation for equity-settled awards by type and financial
statement line as well as the related tax benefit included in the Company’s Consolidated Statements of Operations:
Options
RSUs and PSUs
Employee stock purchase plan
Total
Cost of revenue
Research and development
Selling, general and administrative
Employee termination, asset impairment, and other charges
Subtotal
Tax benefit
Total
2020
2019
(in millions)
2018
7 $
16 $
268
33
263
27
308 $
306 $
2020
2019
(in millions)
2018
51 $
48 $
$
$
$
163
94
—
308
(45)
155
103
—
306
(50)
$
263 $
256 $
25
325
27
377
49
170
157
1
377
(66)
311
Windfall tax benefits related to the vesting and exercise of stock-based awards, which are recognized as a component of the
Company’s Income tax expense, were immaterial for the periods presented.
Compensation cost related to unvested RSUs, PSUs, and rights to purchase shares of common stock under the ESPP will
generally be amortized on a straight-line basis over the remaining average service period. The remaining compensation cost
related to unvested stock options is immaterial as of July 3, 2020. The following table presents the unamortized compensation
cost and weighted average service period of all unvested outstanding awards as of July 3, 2020:
RSUs and PSUs (1)
ESPP
Total unamortized compensation cost
Unamortized
Compensation
Costs
Weighted
Average Service
Period
(in millions)
(years)
543
38
581
2.4
1.1
$
(1) Weighted average service period assumes the performance conditions are met for the PSUs.
95
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Plan Activities
Stock Options
The following table summarizes stock option activity under the Company’s incentive plans:
Options outstanding at June 30, 2017
Exercised
Canceled or expired
Options outstanding at June 29, 2018
Exercised
Canceled or expired
Options outstanding at June 28, 2019
Exercised
Canceled or expired
Options outstanding at July 3, 2020
Exercisable at July 3, 2020
Number
of Shares
(in millions)
Weighted
Average Exercise
Price Per Share
Weighted
Average
Remaining
Contractual Life
Aggregate
Intrinsic Value
(in years)
(in millions)
7.4 $
(2.2)
(0.4)
4.8
(0.4)
(0.5)
3.9
(0.8)
(0.4)
2.7 $
2.6 $
58.14
44.52
60.85
64.23
39.58
74.79
65.72
43.26
88.58
69.16
70.10
$
$
$
$
$
2.1
2.1
99
8
12
—
—
No options were granted in 2020, 2019 or 2018.
RSUs and PSUs
The following table summarizes RSU and PSU activity under the Company’s incentive plans:
Number
of Shares
(in millions)
Weighted
Average Grant
Date Fair Value
Aggregate
Intrinsic Value at
Vest Date
(in millions)
RSUs and PSUs outstanding at June 30, 2017
Granted
Vested
Forfeited
RSUs and PSUs outstanding at June 29, 2018
Granted
Vested
Forfeited
RSUs and PSUs outstanding at June 28, 2019
Granted
Vested
Forfeited
13.7 $
6.3
(6.3)
(1.1)
12.6
7.3
(6.3)
(2.0)
11.6
7.4
(4.4)
(1.3)
RSUs and PSUs outstanding at July 3, 2020
13.3 $
45.01
74.68
45.20 $
552
50.35
58.31
54.82
53.21 $
360
58.63
62.07
55.32
58.36 $
252
63.33
60.92
RSUs and PSUs are generally settled in an equal number of shares of the Company’s common stock at the time of vesting
of the units.
96
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Fair Value Valuation Assumptions
RSU and PSU Grants
The fair value of the Company’s RSU and PSU awards with a performance condition is determined based upon the closing
price of the Company’s stock price on the date of grant. The fair value of PSU awards with a market condition is estimated
using a Monte Carlo simulation model on the date of grant using historical volatility.
ESPP — Black-Scholes-Merton Model
The fair value of ESPP purchase rights issued is estimated at the date of grant of the purchase rights using the Black-
Scholes-Merton option-pricing model. The Black-Scholes-Merton option-pricing model requires the input of assumptions such
as the expected stock price volatility and the expected period until options are exercised. Purchase rights under the ESPP are
generally granted on either June 1st or December 1st of each year.
The fair values of ESPP purchase rights have been estimated at the date of grant using a Black-Scholes-Merton option-
pricing model with the following weighted average assumptions:
Weighted-average expected term (in years)
Risk-free interest rate
Stock price volatility
Dividend yield
Fair value
Stock Repurchase Program
2020
1.25
0.55%
0.59
1.08%
$12.76
2019
1.24
2.25%
0.35
2.42%
$16.89
2018
1.26
0.81%
0.42
4.02%
$10.06
The Company’s Board of Directors has authorized a stock repurchase program for the repurchase of up to $5.0 billion of
the Company’s common stock, which authorization is effective through July 25, 2023. For the year ended July 3, 2020, the
Company did not make any stock repurchases and has not repurchased any shares of its common stock pursuant to its stock
repurchase program since the first quarter of fiscal 2019. Although the Company will reevaluate the repurchasing of common
stock when appropriate, there can be no assurance if, when or at what level the Company may resume such activity. The
remaining amount available to be repurchased under the Company’s current stock repurchase program as of July 3, 2020 was
$4.5 billion. Repurchases under the stock repurchase program may be made in the open market or in privately negotiated
transactions and may be made under a Rule 10b5-1 plan.
Stock Reserved for Issuance
The following table summarizes all common stock reserved for issuance at July 3, 2020:
Outstanding awards and shares available for award grants
ESPP
Total
Dividends to Shareholders
Number of Shares
(in millions)
31
9
40
The Company issued a quarterly cash dividend from the first quarter of fiscal 2013 up to the third quarter of fiscal 2020.
During the year ended July 3, 2020, the Company declared aggregate cash dividends of $1.50 per share on its outstanding
common stock totaling $449 million. In April 2020, the Company suspended its dividend to reinvest in the business and to
support its ongoing deleveraging efforts.
97
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Note 13. Income Tax Expense
Income (loss) Before Taxes
The domestic and foreign components of Income (loss) before taxes were as follows:
Foreign
Domestic
Income (loss) before taxes
Income Tax Expense (Benefit)
The components of the income tax expense (benefit) were as follows:
Current:
Foreign
Domestic - Federal
Domestic - State
Deferred:
Foreign
Domestic - Federal
Domestic - State
Income tax expense
2020
2019
(in millions)
2018
$
$
(695) $
(642) $
649
355
(46) $
(287) $
2,398
(313)
2,085
2020
2019
(in millions)
2018
$
157 $
181 $
124
5
286
(29)
(53)
—
(82)
(91)
3
93
226
141
7
374
166
1,597
(5)
1,758
(39)
(300)
(9)
(348)
$
204 $
467 $
1,410
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted in response
to the COVID-19 pandemic in the U.S. The CARES Act, among other things, allows NOLs arising in tax years 2018, 2019, and
2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes and
increases the business interest expense limitation from 30% to 50% of adjusted taxable income for tax years 2019 and 2020.
Additionally, countries around the world continue to implement emergency tax measures to provide relief similar to the CARES
Act. The provisions of the CARES Act and the emergency tax measures around the world did not result in a material cash
benefit to the Company. However, the Company continues to monitor and evaluate the regulatory and interpretive guidance
related to the CARES Act as well as in other jurisdictions.
The Tax Cuts and Jobs Act (the “2017 Act”) includes a broad range of tax reform proposals affecting businesses. The
Company completed its accounting for the tax effects of the enactment of the 2017 Act during the second quarter of fiscal 2019.
However, the U.S. Treasury and the IRS have issued tax guidance on certain provisions of the 2017 Act since the enactment
date, and the Company anticipates the issuance of additional regulatory and interpretive guidance. The Company applied a
reasonable interpretation of the 2017 Act along with the then-available guidance in finalizing its accounting for the tax effects
of the 2017 Act. Any additional regulatory or interpretive guidance would constitute new information, which may require
further refinements to the Company’s estimates in future periods.
98
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Deferred Taxes
Temporary differences and carryforwards, which give rise to a significant portion of deferred tax assets and liabilities were
as follows:
Deferred tax assets:
July 3,
2020
June 28,
2019
(in millions)
Sales related reserves and accrued expenses not currently deductible
$
52 $
Accrued compensation and benefits not currently deductible
Net operating loss carryforward
Business credit carryforward
Long-lived assets
Other
Total deferred tax assets
Deferred tax liabilities:
Long-lived assets
Unremitted earnings of certain non-U.S. entities
Other
Total deferred tax liabilities
Valuation allowances
Deferred tax liabilities, net
130
251
438
123
133
48
124
285
410
144
135
1,127
1,146
(294)
(228)
(26)
(548)
(624)
$
(45) $
(413)
(220)
(32)
(665)
(619)
(138)
The net deferred tax asset valuation allowance increased by $5 million in each of 2020 and 2019. The assessment of
valuation allowances against deferred tax assets requires estimations and significant judgment. The Company continues to
assess and adjust its valuation allowance based on operating results and market conditions. After weighing both the positive and
negative evidence available, including, but not limited to, earnings history, projected future outcomes, industry and market
trends and the nature of each of the deferred tax assets, the Company determined that it is able to realize most of its deferred tax
assets with the exception of certain loss and credit carryforwards.
99
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Effective Tax Rate
Under the 2017 Act, the reduction of the U.S. federal corporate tax rate from 35% to 21% became effective January 1,
2018, requiring companies to use a blended rate for their fiscal 2018 tax year by applying a pro-rated percentage of the number
of days before and after the January 1, 2018 effective date. This results in the use of an estimated annual effective tax rate of
approximately 28% for the Company’s U.S. federal corporate tax rate for fiscal year 2018. For fiscal year 2019 and beyond, the
Company will utilize the enacted U.S. federal corporate tax rate of 21%.
Reconciliation of the U.S. Federal statutory rate to the Company’s effective tax rate is as follows:
U.S. Federal statutory rate
Tax rate differential on international income
Tax effect of U.S. foreign income inclusion
Tax effect of U.S. foreign minimum tax
Tax effect of U.S. foreign derived intangible income
Tax effect of U.S. non-deductible stock-based compensation
Tax effect of U.S. permanent differences
Impact of 2017 Act:
One-time mandatory deemed repatriation tax
Re-measurement of deferred taxes
Change in valuation allowance
Unremitted earnings of certain non-U.S. entities
Foreign income tax credits
Federal R&D credits
Other
Effective tax rate
2020
2019
2018
21 %
21 %
(443)
(38)
(235)
109
(21)
(26)
—
—
(12)
(114)
191
147
(22)
(75)
(7)
(38)
11
(1)
(3)
(41)
2
(2)
(79)
23
24
2
28 %
(34)
1
—
—
1
(1)
75
(3)
5
—
—
(4)
—
(443) %
(163) %
68 %
100
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Tax Holidays and Carryforwards
A substantial portion of the Company’s manufacturing operations in Malaysia, the Philippines and Thailand operate under
various tax holidays and tax incentive programs which expired or will expire in whole or in part at various dates during fiscal
years 2021 through 2030. Certain of the holidays may be extended if specific conditions are met. The net impact of these tax
holidays and tax incentives was an increase to the Company’s net earnings by $464 million, or $1.54 per diluted share,
$393 million, or $1.33 per diluted share, and $519 million, or $1.69 per diluted share, in 2020, 2019, and 2018, respectively.
As of July 3, 2020, the Company had varying amounts of federal and state NOL/tax credit carryforwards that do not expire
or, if not used, expire in various years. Following is a summary of the Company’s federal and state NOL/tax credit
carryforwards and the related expiration dates of these NOL/tax credit carryforwards:
Jurisdiction
Federal NOL (Pre 2017 Act Generation)
Federal NOL (Post 2017 Act Generation)
State NOL
Federal tax credits
State tax credits
NOL/Tax
Credit
Carryforward
Amount
(in millions)
Expiration
$
676
2021 to 2037
—
No expiration
471
58
2021 to 2038
2021 to 2034
619
No expiration
The federal and state NOLs and credits relating to various acquisitions are subject to limitations under Sections 382 and
383 of the Internal Revenue Code. The Company expects the total amount of federal and state NOLs ultimately realized will be
reduced as a result of these provisions by $128 million and $349 million, respectively. The Company expects the total amount
of federal and state credits ultimately realized will be reduced as a result of these provisions by $27 million and $2 million,
respectively.
As of July 3, 2020, the Company had varying amounts of foreign NOL carryforwards that do not expire or, if not used,
expire in various years, depending on the country. The major jurisdictions that the Company receives foreign NOL
carryforwards and the related amounts and expiration dates of these NOL carryforwards are as follows:
Jurisdiction
Malaysia
Japan
Belgium
China
Spain
Uncertain Tax Positions
NOL
Carryforward
Amount
(in millions)
Expiration
$
167
127
121
103
2025 to 2027
2023 to 2026
No expiration
2022 to 2025
48
No expiration
With the exception of certain unrecognized tax benefits that are directly associated with the tax position taken,
unrecognized tax benefits are presented gross in the Consolidated Balance Sheets.
101
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following is a tabular reconciliation of the total amounts of unrecognized tax benefits excluding accrued interest and
penalties:
Unrecognized tax benefit, beginning balance
Gross increases related to current year tax positions
Gross increases related to prior year tax positions
Gross decreases related to prior year tax positions
Settlements
Lapse of statute of limitations
Acquisitions
2020
2019
2018
(in millions)
$
695 $
551 $
11
35
(4)
(12)
(8)
—
172
8
(24)
(1)
(11)
—
Unrecognized tax benefit, ending balance
$
717 $
695 $
522
38
30
(9)
(19)
(11)
—
551
Interest and penalties related to unrecognized tax benefits are recognized in liabilities recorded for uncertain tax positions
and are recorded in the provision for income taxes. Accrued interest and penalties included in the Company’s liability related to
unrecognized tax benefits as of July 3, 2020, June 28, 2019 and June 29, 2018 was $137 million, $123 million and
$110 million, respectively. Included within long-term liabilities in the Consolidated Balance Sheets are the Company’s payables
related to unrecognized tax benefits, including accrued interest and penalties, of $720 million, $699 million, and $508 million
as of July 3, 2020, June 28, 2019 and June 29, 2018, respectively. The entire balance of the gross unrecognized tax benefits as
of July 3, 2020, June 28, 2019 and June 29, 2018, if recognized, would affect the effective tax rate.
The Company files U.S. Federal, U.S. state and foreign tax returns. For both federal and state tax returns, with few
exceptions, the Company is subject to examination for fiscal years 2013 through 2019. The Company is no longer subject to
examination by the IRS for periods prior to 2012, although carry forwards generated prior to those periods may still be adjusted
upon examination by the IRS or state taxing authority if they either have been or will be used in a subsequent period. In the
major foreign jurisdictions where there is no tax holiday, the Company could be subject to examination in China for calendar
years 2010 through 2019, in Ireland for calendar year 2014 through fiscal year 2019, in India for fiscal years 2008 through
2019, in Israel for calendar year 2015 through fiscal year 2019 and in Japan for fiscal years 2013 through 2019.
The IRS previously completed its field examination of the Company’s federal income tax returns for fiscal years 2008
through 2012 and proposed certain adjustments. As previously disclosed, the Company received Revenue Agent Reports from
the IRS for fiscal years 2008 through 2009, proposing adjustments relating to transfer pricing with the Company’s foreign
subsidiaries and intercompany payable balances. The Company disagrees with the proposed adjustments and in September 2015
filed a protest with the IRS Appeals Office and received the IRS rebuttal in July 2016. The Company and the IRS Appeals
Office did not reach a settlement on the disputed matters. On June 28, 2018, the IRS issued a statutory notice of deficiency with
respect to the disputed matters for fiscal years 2008 through 2009, seeking to increase the Company’s U.S. taxable income by
an amount that would result in additional federal tax through fiscal year 2009 totaling approximately $516 million, subject to
interest and penalties. The Company filed a petition with the U.S. Tax Court in September 2018. On December 10, 2018, the
IRS issued a statutory notice of deficiency with respect to fiscal years 2010 through 2012, seeking to increase the Company’s
U.S. taxable income by an amount that would result in additional federal tax for fiscal years 2010 through 2012 totaling
approximately $549 million, subject to interest and penalties. Approximately $535 million of the total additional federal tax for
fiscal years 2010 through 2012 relates to proposed adjustments for transfer pricing with the Company’s foreign subsidiaries,
intercompany payable balances and the utilization of certain tax attributes. The Company filed a petition with the U.S. Tax
Court in March 2019. The U.S. Tax Court consolidated the case for fiscal years 2008 through 2009 with the case for fiscal years
2010 through 2012. On May 4, 2020, the IRS filed with the U.S. Tax Court Amendments to Answer to assert penalties totaling
$340 million on the proposed adjustments relating to transfer pricing with respect to fiscal years 2008 through 2009 and fiscal
years 2010 through 2012. The Company continues to believe that its tax positions are properly supported and will vigorously
contest the position taken by the IRS.
102
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Company believes that adequate provision has been made for any adjustments that may result from tax examinations.
However, the outcome of tax examinations cannot be predicted with certainty. If any issues addressed in the Company’s tax
examinations are resolved in a manner not consistent with management’s expectations, the Company could be required to adjust
its provision for income taxes in the period such resolution occurs. As of July 3, 2020, it was not possible to estimate the
amount of change, if any, in the unrecognized tax benefits that is reasonably possible within the next twelve months. Any
significant change in the amount of the Company’s liability for unrecognized tax benefits would most likely result from
additional information or settlements relating to the examination of the Company’s tax returns.
103
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Note 14. Net Income (Loss) Per Common Share
The following table presents the computation of basic and diluted income (loss) per common share:
Net income (loss)
Weighted average shares outstanding:
Basic
Employee stock options, RSUs, PSUs and ESPP
Diluted
Income (loss) per common share
Basic
Diluted
Anti-dilutive potential common shares excluded
Year Ended
2020
2019
2018
(in millions, except per share data)
$
(250) $
(754) $
298
—
298
292
—
292
$
$
(0.84) $
(0.84) $
15
(2.58) $
(2.58) $
17
675
297
10
307
2.27
2.20
2
The Company computes basic income (loss) per common share using Net income (loss) and the Weighted average number
of common shares outstanding during the period. Diluted income (loss) per common share is computed using Net income (loss)
and the Weighted average number of common shares and potentially dilutive common shares outstanding during the period.
Potentially dilutive common shares include dilutive outstanding employee stock options, RSUs and PSUs, and rights to
purchase shares of common stock under the Company’s ESPP. For 2018, the Company excluded common shares subject to
outstanding equity awards from the calculation of diluted shares because their impact would have been anti-dilutive based on
the Company’s average stock price during the period. For 2020 and 2019, the Company recorded net loss, and all shares subject
to outstanding equity awards have been excluded for those periods because including them would be anti-dilutive.
104
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Note 15. Employee Termination, Asset Impairment and Other Charges
The Company recorded the following charges related to employee terminations benefits, asset impairment, and other
charges:
Employee termination and other charges:
Closure of Foreign Manufacturing Facilities
Business Realignment
Restructuring Plan 2016
Total employee termination and other charges
Asset impairment:
Restructuring Plan 2016
Total asset impairment
Stock-based compensation accelerations and adjustments:
Business Realignment
Total stock-based compensation accelerations and adjustments
Gain on disposition of assets:
Business Realignment
Total gain on disposition of assets
2020
2019
(in millions)
2018
$
5 $
22 $
44
—
49
—
—
—
—
(17)
(17)
144
—
166
—
—
—
—
—
—
Total employee termination, asset impairment, and other charges
$
32 $
166 $
56
50
92
198
16
16
1
1
—
—
215
Closure of Foreign Manufacturing Facilities
In July 2018, the Company announced the closing of its HDD manufacturing facility in Kuala Lumpur, Malaysia, in order
to reduce its manufacturing costs and consolidate HDD operations into Thailand. The Company substantially completed the
closure in fiscal year 2019.
The following table presents an analysis of the components of the restructuring charges, payments and adjustments made
against the reserve during the year ended July 3, 2020:
Accrual balance at June 28, 2019
Charges
Cash payments
Accrual balance at July 3, 2020
Employee
Termination
Benefits
Contract
Termination and
Other
Total
$
$
(in millions)
30 $
3
(26)
2 $
2
(4)
7 $
— $
32
5
(30)
7
105
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Business Realignment
The Company periodically incurs charges as part of the integration process of recent acquisitions and to realign its
operations with anticipated market demand, primarily consisting of organization rationalization designed to streamline its
business, reduce its cost structure and focus its resources. In addition to the amounts recognized under Business Realignment as
presented above, the Company recognized $5 million of accelerated depreciation on facility assets in Cost of revenue and
Operating expenses in the Consolidated Statements of Operations for the year ended July 3, 2020.
The following table presents an analysis of the components of the activity against the reserve during the year ended July 3,
2020:
Accrual balance at June 28, 2019
Charges
Cash payments
Accrual balance at July 3, 2020
Restructuring Plan 2016
Employee
Termination
Benefits
Contract
Termination and
Other
Total
$
$
(in millions)
37 $
8 $
38
(62)
6
(14)
13 $
— $
45
44
(76)
13
In 2016, the Company initiated a set of actions relating to the restructuring plan associated with the integration of
substantial portions of its HGST and WD subsidiaries (“Restructuring Plan 2016”). Restructuring Plan 2016 consisted of asset
and footprint reductions, product road map consolidation and organization rationalization. These actions were substantially
completed in fiscal year 2018.
106
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Note 16. Legal Proceedings
Tax
For disclosures regarding statutory notices of deficiency issued by the IRS on June 28, 2018 and December 10, 2018, and
petitions filed by the Company with the U.S. Tax Court in September 2018 and March 2019, see Note 13, Income Tax Expense.
Other Matters
In the normal course of business, the Company is subject to legal proceedings, lawsuits and other claims. Although the
ultimate aggregate amount of probable monetary liability or financial impact with respect to these other matters is subject to
many uncertainties, management believes that any monetary liability or financial impact to the Company from these matters,
individually and in the aggregate, would not be material to the Company’s financial condition, results of operations or cash
flows. However, any monetary liability and financial impact to the Company from these matters could differ materially from
the Company’s expectations.
107
WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Note 17. Quarterly Results of Operations (unaudited)
2020
Revenue, net
Gross profit
Operating income (loss)
Net income (loss)
Basic income (loss) per common share
Diluted income (loss) per common share
2019
Revenue, net
Gross profit
Operating income (loss)
Net income (loss)
Basic income (loss) per common share
Diluted income (loss) per common share
First
Second
Third
Fourth
(in millions, except per share amounts)
$
4,040 $
4,234 $
4,175 $
758
(129)
(276)
(0.93)
(0.93)
935
50
(139)
(0.47)
(0.47)
1,005
153
17
0.06
0.06
4,287
1,083
261
148
0.49
0.49
First
Second
Third
Fourth
(in millions, except per share amounts)
$
5,028 $
4,233 $
3,674 $
3,634
1,664
686
511
1.75
1.71
1,044
176
(487)
(1.68)
(1.68)
579
(394)
(581)
(1.99)
(1.99)
465
(381)
(197)
(0.67)
(0.67)
108
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by SEC Rule 13a‑15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried
out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such
term is defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on
Form 10‑K.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the
period covered by this Annual Report on Form 10‑K, our disclosure controls and procedures were effective.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as
defined in Rules 13a‑15(f) and 15d‑15(f) of the Exchange Act) to provide reasonable assurance regarding the reliability of our
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the
maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii)
provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in
accordance with authorizations of our management and our directors; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on
the financial statements.
Our management evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated
Framework (2013). Based on this evaluation, our management concluded that our internal control over financial reporting was
effective as of the end of the period covered by this Annual Report on Form 10‑K. KPMG LLP, our independent registered
public accounting firm, which audited the Consolidated Financial Statements included in this Annual Report on Form 10-K, has
issued an audit report on our internal control over financial reporting. See Report of Independent Registered Public Accounting
Firm herein.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting during the fourth fiscal quarter ended July 3,
2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
We are implementing an enterprise resource planning (“ERP”) system on a worldwide basis, which is expected to improve
the efficiency of certain financial and related transactional processes. The gradual implementation is expected to occur in
phases over the next several years. We have completed the implementation of certain processes, including the financial
consolidation and reporting, fixed assets, supplier management and indirect procure-to-pay processes, and have revised and
updated the related controls. These changes did not materially affect our internal control over financial reporting. As we
implement the remaining functionality under this ERP system over the next several years, we will continue to assess the impact
on our internal control over financial reporting.
109
Inherent Limitations of Effectiveness of Controls
Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect our internal
controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the
benefits of controls must be considered relative to their costs. Because of the inherent limitations in a system of internal control
over financial reporting, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud,
if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and
that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system
of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent
limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Item 9B. Other Information
None.
110
Item 10. Director, Executive Officers and Corporate Governance
PART III
There is incorporated herein by reference the information required by this Item included in the Company’s Proxy Statement
for the 2020 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the close of the
fiscal year ended July 3, 2020. In addition, our Board of Directors has adopted a Code of Business Ethics that applies to all of
our directors, employees and officers, including our Chief Executive Officer and Chief Financial Officer. The current version of
the Code of Business Ethics is available on our website under the Corporate Governance section at www.wdc.com. To the extent
required by rules adopted by the SEC and The Nasdaq Stock Market LLC, we intend to promptly disclose future amendments
to certain provisions of the Code of Business Ethics, or waivers of such provisions granted to executive officers and directors,
on our website under the Corporate Governance section at www.wdc.com.
Item 11. Executive Compensation
There is incorporated herein by reference the information required by this Item included in the Company’s Proxy Statement
for the 2020 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the close of the
fiscal year ended July 3, 2020.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
There is incorporated herein by reference the information required by this Item included in the Company’s Proxy Statement
for the 2020 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the close of the
fiscal year ended July 3, 2020.
Item 13. Certain Relationships and Related Transactions, and Director Independence
There is incorporated herein by reference the information required by this Item included in the Company’s Proxy Statement
for the 2020 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the close of the
fiscal year ended July 3, 2020.
Item 14. Principal Accounting Fees and Services
There is incorporated herein by reference the information required by this Item included in the Company’s Proxy Statement
for the 2020 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the close of the
fiscal year ended July 3, 2020.
111
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as a part of this Annual Report on Form 10‑K:
PART IV
(1) Financial Statements. The financial statements included in Part II, Item 8 of this document are filed as part of this
Annual Report on Form 10‑K.
(2) Financial Statement Schedules.
All schedules are omitted as the required information is immaterial, inapplicable or the information is presented in the
Consolidated Financial Statements or related Notes.
(3) Exhibits. The exhibits listed in the Exhibit Index below are filed with, or incorporated by reference in, this Annual
Report on Form 10‑K, as specified in the Exhibit List, from exhibits previously filed with the SEC. Certain agreements
listed in the Exhibit List that we have filed or incorporated by reference may contain representations and warranties by
us or our subsidiaries. These representations and warranties have been made solely for the benefit of the other party or
parties to such agreements and (i) may have been qualified by disclosures made to such other party or parties, (ii) were
made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are
subject to more recent developments, which may not be fully reflected in our public disclosures, (iii) may reflect the
allocation of risk among the parties to such agreements and (iv) may apply materiality standards different from what
may be viewed as material to investors. Accordingly, these representations and warranties may not describe the actual
state of affairs at the date hereof and should not be relied upon.
112
Exhibit
Number
3.1
3.2
4.1
4.2
4.3
4.4
4.5
10.1
10.1.1
10.1.2
10.1.3
10.1.4
10.1.5
10.1.6
10.1.7
10.1.8
10.1.9
EXHIBIT INDEX
Description
Amended and Restated Certificate of Incorporation of Western Digital Corporation, as amended to date (Filed as Exhibit 3.1
to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on
February 8, 2006)
Amended and Restated By-Laws of Western Digital Corporation, as amended effective as of May 2, 2018 (Filed as Exhibit
3.1 to the Company’s Current Report on Form 8-K (File No. 1-08703) with the Securities and Exchange Commission on
May 7, 2018)
Description of Western Digital Corporation’s Capital Stock (Filed as Exhibit 4.1 to the Company’s Annual Report on Form
10-K (File No. 1-08703) with the Securities and Exchange Commission on August 27, 2019)
Indenture (including Form of 0.5% Convertible Senior Notes due 2020), dated as of October 29, 2013, by and between
SanDisk Corporation and The Bank of New York Mellon Trust Company, N.A. (Filed as Exhibit 4.1 to SanDisk
Corporation’s Current Report on Form 8-K (File No. 000-26734) with the Securities and Exchange Commission on October
29, 2013)
First Supplemental Indenture to the Indenture filed as Exhibit 4.2 hereto, dated as of May 12, 2016, among SanDisk
Corporation, The Bank of New York Mellon Trust Company, N.A., as trustee, and Western Digital Corporation (Filed as
Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 1-08703) with the Securities and Exchange
Commission on May 12, 2016)
Indenture (including Form of 4.750% Senior Notes due 2026), dated as of February 13, 2018, among Western Digital
Corporation; HGST, Inc., WD Media, LLC, Western Digital (Fremont), LLC and Western Digital Technologies, Inc., as
guarantors; and U.S. Bank National Association, as trustee (Filed as Exhibit 4.1 to the Company’s Current Report on Form
8-K (File No. 333-222762) with the Securities and Exchange Commission on February 13, 2018)
Indenture (including Form of 1.50% Convertible Senior Notes due 2024), dated as of February 13, 2018, among Western
Digital Corporation; HGST, Inc., WD Media, LLC, Western Digital (Fremont), LLC and Western Digital Technologies,
Inc., as guarantors; and U.S. Bank National Association, as trustee (Filed as Exhibit 4.2 to the Company’s Current Report on
Form 8-K (File No. 333-222762) with the Securities and Exchange Commission on February 13, 2018)
Western Digital Corporation Amended and Restated 2017 Performance Incentive Plan, amended and restated as of August 7,
2019 (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-08703) with the Securities and
Exchange Commission on November 14, 2019)*
Form of Notice of Grant of Stock Option and Option Agreement - Executives, under the Western Digital Corporation
Amended and Restated 2004 Performance Incentive Plan (now named the Western Digital Corporation 2017 Performance
Incentive Plan) (Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the
Securities and Exchange Commission on October 28, 2011)*
Form of Notice of Grant of Stock Units and Stock Unit Award Agreement - Executives, under the Western Digital
Corporation 2017 Performance Incentive Plan (Filed as Exhibit 10.1.3 to the Company’s Quarterly Report on Form 10-Q
(File No. 1-08703) with the Securities and Exchange Commission on February 6, 2018)*
Form of Notice of Grant of Stock Units and Stock Unit Award Agreement, under the Western Digital Corporation 2017
Performance Incentive Plan (Filed as Exhibit 10.1.4 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703)
with the Securities and Exchange Commission on February 6, 2018)*
Form of Notice of Grant of Performance Stock Units and Performance Stock Unit Award Agreement - Financial Measures,
under the Western Digital Corporation 2017 Performance Incentive Plan (Filed as Exhibit 10.1 to the Company’s Quarterly
Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on November 6, 2018)*
Form of Notice of Grant of Performance Stock Units and Performance Stock Unit Award Agreement - TSR Measure, under
the Western Digital Corporation 2017 Performance Incentive Plan (Filed as Exhibit 10.2 to the Company’s Quarterly Report
on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on November 6, 2018)*
Form of Notice of Grant of Performance Stock Units and Performance Stock Unit Award Agreement - Financial Measures,
under the Western Digital Corporation 2017 Performance Incentive Plan (Filed as Exhibit 10.1 to the Company’s Quarterly
Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on November 12, 2019)*
Form of Notice of Grant of Performance Stock Units and Performance Stock Unit Award Agreement - TSR Measure, under
the Western Digital Corporation 2017 Performance Incentive Plan (Filed as Exhibit 10.2 to the Company’s Quarterly Report
on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on November 12, 2019)*
Form of Notice of Grant of Stock Option and Option Agreement - Executives, as amended on November 3, 2015, under the
Western Digital Corporation Amended and Restated 2004 Performance Incentive Plan (now named the Western Digital
Corporation 2017 Performance Incentive Plan) (Filed as Exhibit 10.1.1 to the Company’s Quarterly Report on Form 10-Q
(File No. 1-08703) with the Securities and Exchange Commission on February 10, 2016)*
Form of Notice of Grant of Stock Units and Stock Unit Award Agreement - Executives, as amended on November 3, 2015,
under the Western Digital Corporation Amended and Restated 2004 Performance Incentive Plan (now named the Western
Digital Corporation 2017 Performance Incentive Plan) (Filed as Exhibit 10.1.3 to the Company’s Quarterly Report on
Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on February 10, 2016)*
113
Exhibit
Number
10.1.10
10.1.11
10.1.12
10.1.13
10.1.14
10.1.15
10.1.16
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
Description
Form of Notice of Grant of Stock Units and Stock Unit Award Agreement, as amended on November 3, 2015, under the
Western Digital Corporation Amended and Restated 2004 Performance Incentive Plan (now named the Western Digital
Corporation 2017 Performance Incentive Plan) (Filed as Exhibit 10.1.4 to the Company’s Quarterly Report on Form 10-Q
(File No. 1-08703) with the Securities and Exchange Commission on February 10, 2016)*
Western Digital Corporation 2017 Performance Incentive Plan Non-Employee Director Restricted Stock Unit Grant
Program, as amended November 1, 2017 (Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.
1-08703) with the Securities and Exchange Commission on February 6, 2018)*
Form of Notice of Grant of Restricted Stock Units and Restricted Stock Unit Award Agreement - Vice President and Above
under the Western Digital Corporation 2017 Performance Incentive Plan (Filed as Exhibit 10.3 to the Company’s Quarterly
Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on November 6, 2018)*
Form of Notice of Grant of Restricted Stock Units and Restricted Stock Unit Award Agreement - Vice President and Above
under the Western Digital Corporation 2017 Performance Incentive Plan (Filed as Exhibit 10.3 to the Company’s Quarterly
Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on November 12, 2019)*
Form of Notice of Grant of Restricted Stock Units and Restricted Stock Unit Award Agreement under the Western Digital
Corporation 2017 Performance Incentive Plan (Filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File
No. 1-08703) with the Securities and Exchange Commission on November 6, 2018)*
Notice of Grant of Restricted Stock Units and Restricted Stock Unit Award Agreement – CEO Sign-On Award (Filed as
Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange
Commission on May 8, 2020)*
Notice of Grant of Performance Stock Units and Performance Stock Unit Award – TSR Measure (CEO Sign-On Award)
(Filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and
Exchange Commission on May 8, 2020)*
Western Digital Corporation Executive Short-Term Incentive Plan (supersedes the Western Digital Corporation Incentive
Compensation Plan), dated August 7, 2019 (Filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10‑Q (File
No. 1-08703) with the Securities and Exchange Commission on November 12, 2019)*
Western Digital Corporation Amended and Restated 2005 Employee Stock Purchase Plan, as amended August 2, 2018
(Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 1-08703) with the Securities and Exchange
Commission on November 7, 2018)*
SanDisk Corporation 2013 Incentive Plan (Filed as Exhibit 4.2 to the Company’s Registration Statement on Form S-8 (File
No. 333-211420) with the Securities and Exchange Commission on May 17, 2016)*
Amended and Restated Deferred Compensation Plan, amended and restated effective January 1, 2013 (Filed as Exhibit 10.4
to the Company’s Annual Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on
November 2, 2012)*
Western Digital Corporation Amended and Restated Change of Control Severance Plan, amended and restated as of
November 3, 2015 (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 1-08703) with the
Securities and Exchange Commission on November 5, 2015)*
Western Digital Corporation Executive Severance Plan, amended and restated as of February 2, 2017 (Filed as Exhibit 10.3
to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on
February 7, 2017)*
Form of Indemnity Agreement for Directors of Western Digital Corporation (Filed as Exhibit 10.4 to the Company’s
Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on November 8, 2002)*
Form of Indemnity Agreement for Officers of Western Digital Corporation (Filed as Exhibit 10.5 to the Company’s
Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on November 8, 2002)*
Form of Indemnification Agreement entered into between SanDisk Corporation and its directors and officers (Filed as
Exhibit 10.10 to the Company’s Annual Report on Form 10-K (File No. 1-08703) with the Securities and Exchange
Commission on August 24, 2018)*
Offer Letter, dated as of February 18, 2020, to David Goeckeler (Filed as Exhibit 10.1 to the Company’s Quarterly Report
on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on May 8, 2020)*
Retention Agreement, dated April 1, 2020, with Michael Cordano†*
Loan Agreement, dated as of April 29, 2016, by and among Western Digital Corporation, JPMorgan Chase Bank, N.A., as
administrative agent and collateral agent, and the lenders and financial institutions from time to time party thereto (Filed as
Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange
Commission on May 9, 2016)
10.13.1
Amendment No. 1, dated as of August 17, 2016, to the Loan Agreement dated as of April 29, 2016, by and among Western
Digital Corporation, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, the lenders party thereto and
the other loan parties thereto (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-08703) with
the Securities and Exchange Commission on August 18, 2016)
114
Exhibit
Number
10.13.2
10.13.3
10.13.4
10.13.5
10.13.6
10.13.7
10.13.8
10.13.9
Description
Amendment No. 2, dated as of September 22, 2016, to the Loan Agreement dated as of April 29, 2016, by and among
Western Digital Corporation, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, the lenders party
thereto and the other loan parties thereto (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
1-08703) with the Securities and Exchange Commission on September 22, 2016)
Amendment No. 3, dated as of March 14, 2017, to the Loan Agreement dated as of April 29, 2016, by and among Western
Digital Corporation, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, the lenders party thereto and
the other loan parties thereto (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-08703) with
the Securities and Exchange Commission on March 14, 2017)
Amendment No. 4, dated as of March 23, 2017, to the Loan Agreement dated as of April 29, 2016, by and among Western
Digital Corporation, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, the lenders party thereto and
the other loan parties thereto (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-08703) with
the Securities and Exchange Commission on March 23, 2017)
Amendment No. 5, dated as of November 8, 2017, to the Loan Agreement dated as of April 29, 2016, by and among
Western Digital Corporation, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, the lenders party
thereto and the other loan parties thereto (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
1-08703) with the Securities and Exchange Commission on November 8, 2017)
Amendment No. 6, dated as of November 29, 2017, to the Loan Agreement dated as of April 29, 2016, by and among
Western Digital Corporation, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, the lenders party
thereto and the other loan parties thereto (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
1-08703) with the Securities and Exchange Commission on November 29, 2017)
Amendment No. 7, dated as of February 27, 2018, to the Loan Agreement dated as of April 29, 2016, by and among Western
Digital Corporation, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, the lenders party thereto and
the other loan parties thereto (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-08703) with
the Securities and Exchange Commission on February 27, 2018)
Amendment No. 8, dated as of May 15, 2018, to the Loan Agreement dated as of April 29, 2016, by and among Western
Digital Corporation, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, the lenders party thereto and
the other loan parties thereto (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-08703) with
the Securities and Exchange Commission on May 15, 2018)
Amendment No. 9, dated as of April 29, 2019, to the Loan Agreement dated as of April 29, 2016, by and among Western
Digital Corporation, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, the lenders party thereto and
the other loan parties thereto (Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703)
with the Securities and Exchange Commission on May 7, 2019)
10.13.10
Amendment No. 10, dated as of July 2, 2020, to the Loan Agreement dated as of April 29, 2016, by and between Western
Digital Corporation and JPMorgan Chase Bank, N.A., as administrative agent†
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
Guaranty Agreement, dated as of April 29, 2016, by and among Western Digital Corporation, the subsidiary guarantors party
thereto and JPMorgan Chase Bank, N.A., as administrative agent for the guaranteed creditors (Filed as Exhibit 10.2 to the
Company’s Current Report on Form 8-K (File No.1-08703) with the Securities and Exchange Commission on April 29,
2016)
Security Agreement, dated as of May 12, 2016, by and among the debtors (as defined therein) party thereto and JPMorgan
Chase Bank, N.A., as collateral agent (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.
1-08703) with the Securities and Exchange Commission on May 12, 2016)
Flash Alliance Master Agreement, dated as of July 7, 2006, by and among SanDisk Corporation, Toshiba Corporation and
SanDisk (Ireland) Limited (Filed as Exhibit 10.1 to SanDisk Corporation’s Quarterly Report on Form 10-Q (File No.
000-26734) with the Securities and Exchange Commission on November 8, 2006)#
Operating Agreement of Flash Alliance, Ltd., dated as of July 7, 2006, by and between Toshiba Corporation and SanDisk
(Ireland) Limited (Filed as Exhibit 10.2 to SanDisk Corporation’s Quarterly Report on Form 10-Q (File No. 000-26734)
with the Securities and Exchange Commission on November 8, 2006)#
Joint Venture Restructure Agreement, dated as of January 29, 2009, by and among SanDisk Corporation, SanDisk (Ireland)
Limited, SanDisk (Cayman) Limited, Toshiba Corporation, Flash Partners Limited and Flash Alliance Limited (Filed as
Exhibit 10.1 to SanDisk Corporation’s Quarterly Report on Form 10-Q (File No. 000-26734) with the Securities and
Exchange Commission on May 7, 2009)#
New Y2 Facility Agreement, dated October 20, 2015, by and among SanDisk Corporation, SanDisk (Ireland) Limited,
SanDisk (Cayman) Limited, SanDisk Flash B.V., Toshiba Corporation, Flash Partners Limited, Flash Alliance Limited and
Flash Forward Limited (Filed as Exhibit 10.37 to SanDisk Corporation’s Annual Report on Form 10-K (File No. 000-26734)
with the Securities and Exchange Commission on February 12, 2016)#
FAL Commitment and Extension Agreement, dated as of December 12, 2017, by and among Western Digital Corporation,
SanDisk LLC, SanDisk (Ireland) Limited and Toshiba Memory Corporation (Filed as Exhibit 10.6 to the Company’s
Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on February 6, 2018)#
Y6 Facility Agreement, dated as of December 12, 2017, by and among Western Digital Corporation, SanDisk LLC, SanDisk
(Cayman) Limited, SanDisk (Ireland) Limited, SanDisk Flash B.V., Flash Partners, Ltd., Flash Alliance, Ltd., Flash
Forward, Ltd. and Toshiba Memory Corporation (Filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q
(File No. 1-08703) with the Securities and Exchange Commission on February 6, 2018)#
115
Exhibit
Number
10.22
10.23
10.24
21
23
31.1
31.2
32.1
32.2
Description
K1 Facility Agreement, dated as of May 15, 2019, by and among Western Digital, SanDisk LLC, SanDisk (Cayman)
Limited, SanDisk (Ireland) Limited, SanDisk Flash B.V., Flash Partners, Ltd., Flash Alliance, Ltd., Flash Forward Ltd.,
Toshiba Memory Corporation and Toshiba Memory Corporation Iwate (Filed as Exhibit 10.21 to the Company’s Annual
Report on Form 10-K (File No. 1-08703) with the Securities and Exchange Commission on August 27, 2019##
Confidential Settlement and Mutual Release Agreement, dated as of December 12, 2017, by and among Western Digital
Corporation, SanDisk LLC, SanDisk (Cayman) Limited, SanDisk (Ireland) Limited, SanDisk Flash B.V., Toshiba
Corporation and Toshiba Memory Corporation (Filed as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q
(File No. 1-08703) with the Securities and Exchange Commission on February 6, 2018)#
Confidential Settlement and Mutual Release Agreement, dated as of December 12, 2017, by and among Western Digital
Corporation, SanDisk LLC, SanDisk (Cayman) Limited, SanDisk (Ireland) Limited, SanDisk Flash B.V., Bain Capital
Private Equity, L.P., BCPE Pangea Cayman, L.P., BCPE Pangea Cayman2, Ltd., Bain Capital Fund XII, L.P., Bain Capital
Asia Fund III, L.P. and K.K. Pangea (Filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q (File No.
1-08703) with the Securities and Exchange Commission on February 6, 2018)#
Subsidiaries of Western Digital Corporation†
Consent of Independent Registered Public Accounting Firm†
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002†
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002†
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002**
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002**
101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are
embedded within the Inline XBRL document.
101.SCH
XBRL Taxonomy Extension Schema Document†
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document†
101.LAB
XBRL Taxonomy Extension Label Linkbase Document†
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document†
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document†
104
Cover Page Interactive Data File - formatted in Inline XBRL and contained in Exhibit 101
† Filed with this report.
** Furnished with this report.
* Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to applicable rules of
the Securities and Exchange Commission.
# Pursuant to a request for confidential treatment, certain portions of this exhibit have been redacted from the publicly filed
document and have been furnished separately to the Securities and Exchange Commission as required by Rule 24b-2 under
the Securities Exchange Act of 1934, as amended.
## As permitted by Regulation S-K, Item 601(b)(10)(iv) of the Securities Exchange Act of 1934, as amended, certain
confidential portions of this exhibit have been redacted from the publicly filed document.
Item 16. Form 10-K Summary
None.
116
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused
this Annual Report on Form 10‑K to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
WESTERN DIGITAL CORPORATION
By:
/s/ Gene Zamiska
Gene Zamiska
Vice President, Global Accounting and Chief
Accounting Officer
(Principal Accounting Officer)
Dated: August 27, 2020
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10‑K has been signed
below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ David V. Goeckeler
David V. Goeckeler
/s/ Robert K. Eulau
Robert K. Eulau
/s/ Gene Zamiska
Gene Zamiska
/s/ Matthew E. Massengill
Matthew E. Massengill
/s/ Kimberly E. Alexy
Kimberly E. Alexy
/s/ Martin I. Cole
Martin I. Cole
/s/ Kathleen A. Cote
Kathleen A. Cote
/s/ Tunҫ Doluca
Tunҫ Doluca
/s/ Paula A. Price
Paula A. Price
/s/ Stephanie A. Streeter
Stephanie A. Streeter
Chief Executive Officer, Director
(Principal Executive Officer)
August 27, 2020
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
August 27, 2020
Vice President, Global Accounting and Chief Accounting
Officer
(Principal Accounting Officer)
August 27, 2020
Chairman of the Board
August 27, 2020
August 27, 2020
August 27, 2020
August 27, 2020
August 27, 2020
August 27, 2020
August 27, 2020
Director
Director
Director
Director
Director
Director
117
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