Western Digital Corp 10-K for FY2023

Western Digital Corp (WDC)

10-K 2023-08-22 For: 2023-06-30

Added on April 11, 2026

About this 10-K

Western Digital Corp filed this 10-K on August 22, 2023, covering the fiscal year ended June 30, 2023 (FY2023).

Headline figures

Fiscal year ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $12.32B; down 34.5% from $18.79B a year earlier
Net loss: $1.71B; compared with net income of $1.5B a year earlier
Diluted EPS: -$5.44; compared with $4.75 a year earlier

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Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value Per Share	WDC	The Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)


		PAGE NO.
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	26
Item 2.	Properties	27
Item 3.	Legal Proceedings	29
Item 4.	Mine Safety Disclosures	29

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	30
Item 6.	[Reserved]	32
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	48
Item 8.	Financial Statements and Supplementary Data	49
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	107
Item 9A.	Controls and Procedures	107
Item 9B.	Other Information	108
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	108

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	109
Item 11.	Executive Compensation	109
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	109
Item 13.	Certain Relationships and Related Transactions, and Director Independence	109
Item 14.	Principal Accountant Fees and Services	109

PART IV
Item 15.	Exhibits and Financial Statement Schedules	110
Item 16.	Form 10-K Summary	115


	June 29, 2018		June 28, 2019		July 3, 2020		July 2, 2021		July 1, 2022		June 30, 2023
Western Digital Corporation	$	100.00	$	64.19	$	58.99	$	97.59	$	60.35	$	52.72
S&P 500 Index	$	100.00	$	110.42	$	118.70	$	167.13	$	149.39	$	178.66
Dow Jones U.S. Technology Hardware & Equipment Index	$	100.00	$	107.82	$	156.84	$	242.39	$	216.40	$	324.28



		2023	2022						2021
	(in millions, except percentages)
Revenue, net			$	12,318	100.0	%	$	18,793	100.0	%	$	16,922	100.0	%
Cost of revenue			10,431		84.7		12,919		68.7		12,401		73.3
Gross profit			1,887		15.3		5,874		31.3		4,521		26.7
Operating expenses:
Research and development			2,009		16.3		2,323		12.4		2,243		13.3
Selling, general and administrative			970		7.9		1,117		5.9		1,105		6.5
Employee termination, asset impairment, and other charges			193		1.6		43		0.2		(47)		(0.3)
Total operating expenses			3,172		25.8		3,483		18.5		3,301		19.5
Operating income (loss)			(1,285)		(10.4)		2,391		12.7		1,220		7.2
Interest and other income:
Interest income			24		0.2		6		—		7		—
Interest expense			(312)		(2.5)		(304)		(1.6)		(326)		(1.9)
Other income, net			13		0.1		30		0.2		26		0.2
Total interest and other income, net			(275)		(2.2)		(268)		(1.4)		(293)		(1.7)
Income (loss) before taxes			(1,560)		(12.7)		2,123		11.3		927		5.5
Income tax expense			146		1.2		623		3.3		106		0.6
Net income (loss)			(1,706)		(13.8)		1,500		8.0		821		4.9
Less: cumulative dividends allocated to preferred shareholders			24		0.2		—		—		—		—
Net income (loss) attributable to common shareholders			$	(1,730)	(14.0)	%	$	1,500	8.0	%	$	821	4.9	%


	2023		2022		2021
	(in millions, except percentages)
Net revenue:
Flash	$	6,063	$	9,753	$	8,706
HDD	6,255		9,040		8,216
Total net revenue	$	12,318	$	18,793	$	16,922
Gross profit:
Flash	$	433	$	3,527	$	2,611
HDD	1,505		2,661		2,221

Unallocated corporate items:
Stock-based compensation expense	(49)		(48)		(55)
Amortization of acquired intangible assets	—		(66)		(331)
Contamination related charges	—		(207)		—
Recoveries from a power outage incident	—		7		75
Other	(2)		—		—
Total unallocated corporate items	(51)		(314)		(311)
Consolidated gross profit	$	1,887	$	5,874	$	4,521
Gross margin:
Flash	7.1%		36.2%		30.0%
HDD	24.1%		29.4%		27.0%
Consolidated gross margin	15.3%		31.3%		26.7%


☒			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


	Total		1 Year (2024)		2-3 Years (2025-2026)		4-5 Years (2027-2028)		More than 5 Years (Beyond 2028)
	(in millions)


Long-term debt, including current portion(1)	$	7,100	$	1,213	$	2,600	$	2,287	$	1,000
Interest on debt	1,091		342		555		118		76
Flash Ventures related commitments(2)	3,912		1,859		1,613		537		(97)
Operating leases	334		49		94		77		114
Purchase obligations and other commitments	3,102		2,589		316		67		130
Mandatory deemed repatriation tax	663		199		464		—		—
Total	$	16,202	$	6,251	$	5,642	$	3,086	$	1,223


			PAGE NO.
Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm (Auditor Firm ID: 185)			50
Consolidated Balance Sheets — As of June 30, 2023 and July 1, 2022			53
Consolidated Statements of Operations — Three Years Ended June 30, 2023			54
Consolidated Statements of Comprehensive Income (Loss) — Three Years Ended June 30, 2023			55
Consolidated Statements of Cash Flows — Three Years Ended June 30, 2023			56
Consolidated Statements of Convertible Preferred Stock and Shareholders' Equity — Three Years Ended June 30, 2023			57
Notes to Consolidated Financial Statements			58


	June 30, 2023		July 1, 2022

ASSETS
Current assets:
Cash and cash equivalents	$	2,023	$	2,327
Accounts receivable, net	1,598		2,804
Inventories	3,698		3,638
Other current assets	567		684
Total current assets	7,886		9,453
Property, plant and equipment, net	3,620		3,670
Notes receivable and investments in Flash Ventures	1,297		1,396
Goodwill	10,037		10,041
Other intangible assets, net	80		213
Other non-current assets	1,509		1,486
Total assets	$	24,429	$	26,259
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,293	$	1,902
Accounts payable to related parties	292		320
Accrued expenses	1,288		1,636
Income taxes payable	999		869
Accrued compensation	349		510
Current portion of long-term debt	1,213		—
Total current liabilities	5,434		5,237
Long-term debt	5,857		7,022
Other liabilities	1,415		1,779
Total liabilities	12,706		14,038
Commitments and contingencies (Notes 10, 11, 14 and 17)
Convertible preferred stock, $0.01 par value; authorized — 5 shares; issued and outstanding — 1 shares in 2023 and 0 shares in 2022; aggregate liquidation preference of $933 and $0 as of June 30, 2023 and June 30, 2022, respectively	876		—
Shareholders’ equity:

Common stock, $0.01 par value; authorized — 450 shares; issued and outstanding — 322 shares in 2023 and 315 shares in 2022	3		3
Additional paid-in capital	3,936		3,733
Accumulated other comprehensive loss	(516)		(554)
Retained earnings	7,424		9,039

Total shareholders’ equity	10,847		12,221
Total liabilities, convertible preferred stock and shareholders’ equity	$	24,429	$	26,259


	Year Ended
		June 30, 2023		July 1, 2022		July 2, 2021
Revenue, net		$	12,318	$	18,793	$	16,922
Cost of revenue		10,431		12,919		12,401
Gross profit		1,887		5,874		4,521
Operating expenses:
Research and development		2,009		2,323		2,243
Selling, general and administrative		970		1,117		1,105
Employee termination, asset impairment, and other charges		193		43		(47)
Total operating expenses		3,172		3,483		3,301
Operating income (loss)		(1,285)		2,391		1,220
Interest and other income:
Interest income		24		6		7
Interest expense		(312)		(304)		(326)
Other income, net		13		30		26
Total interest and other income, net		(275)		(268)		(293)
Income (loss) before taxes		(1,560)		2,123		927
Income tax expense		146		623		106
Net income (loss)		(1,706)		1,500		821
Less: cumulative dividends allocated to preferred shareholders		24		—		—
Net income (loss) attributable to common shareholders		$	(1,730)	$	1,500	$	821

Income (loss) per common share
Basic		$	(5.44)	$	4.81	$	2.69
Diluted		$	(5.44)	$	4.75	$	2.66
Weighted average shares outstanding:
Basic		318		312		305
Diluted		318		316		309


	Convertible Preferred Stock			Common Stock			Treasury Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Total Shareholders’ Equity
	Shares	Amount		Shares	Amount		Shares	Amount
















































































Balance at July 3, 2020	—	$	—	312	$	3	(10)	$	(737)	$	3,717	$	(157)	$	6,725	$	9,551
Net income	—	—		—	—		—	—		—		—		821		821
Adoption of new accounting standard	—	—		—	—		—	—		—		—		(7)		(7)
Employee stock plans	—	—		—	—		6	505		(427)		—		—		78
Stock-based compensation	—	—		—	—		—	—		318		—		—		318







Actuarial pension gain	—	—		—	—		—	—		—		23		—		23
Foreign currency translation adjustment	—	—		—	—		—	—		—		(36)		—		(36)
Net unrealized loss on derivative contracts	—	—		—	—		—	—		—		(27)		—		(27)
Balance at July 2, 2021	—	—		312	3		(4)	(232)		3,608		(197)		7,539		10,721
Net income	—	—		—	—		—	—		—		—		1,500		1,500

Employee stock plans	—	—		3	—		4	232		(201)		—		—		31
Stock-based compensation	—	—		—	—		—	—		326		—		—		326







Actuarial pension gain	—	—		—	—		—	—		—		24		—		24
Foreign currency translation adjustment	—	—		—	—		—	—		—		(239)		—		(239)
Net unrealized loss on derivative contracts	—	—		—	—		—	—		—		(142)		—		(142)
Balance at July 1, 2022	—	—		315	3		—	—		3,733		(554)		9,039		12,221
Net loss	—	—		—	—		—	—		—		—		(1,706)		(1,706)
Adoption of new accounting standard	—	—		—	—		—	—		(128)		—		91		(37)
Employee stock plans	—	—		7	—		—	—		13		—		—		13
Stock-based compensation	—	—		—	—		—	—		318		—		—		318
Issuance of convertible preferred stock, net of issuance costs	1	876		—	—		—	—		—		—		—		—







Actuarial pension gain	—	—		—	—		—	—		—		9		—		9
Foreign currency translation adjustment	—	—		—	—		—	—		—		(80)		—		(80)
Net unrealized gain on derivative contracts	—	—		—	—		—	—		—		109		—		109
Balance at June 30, 2023	1	$	876	322	$	3	—	$	—	$	3,936	$	(516)	$	7,424	$	10,847


	June 30, 2023
	Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
	(in years)	(in millions)
Finite-lived:
Existing technology	3	$	4,231	$	(4,231)	$	—
Trade names and trademarks	7	648		(648)		—
Customer relationships	6	611		(611)		—

Leasehold interests	31	1		(1)		—
Total finite intangible assets		5,491		(5,491)		—
In-process research and development		80		—		80
Total intangible assets		$	5,571	$	(5,491)	$	80


	July 1, 2022
	Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
	(in years)	(in millions)
Finite-lived:
Existing technology	3	$	4,231	$	(4,231)	$	—
Trade names and trademarks	7	648		(573)		75
Customer relationships	6	613		(555)		58

Leasehold interests	31	1		(1)		—
Total finite intangible assets		5,493		(5,360)		133
In-process research and development		80		—		80
Total intangible assets		$	5,573	$	(5,360)	$	213


	Actuarial Pension Losses		Foreign Currency Translation Adjustment		Unrealized Losses on Derivative Contracts		Total Accumulated Comprehensive Loss
	(in millions)





Balance at July 2, 2021	$	(35)	$	(38)	$	(124)	$	(197)
Other comprehensive income (loss) before reclassifications	26		(239)		(352)		(565)
Amounts reclassified from accumulated other comprehensive loss	—		—		172		172
Income tax benefit (expense) related to items of other comprehensive income (loss)	(2)		—		38		36
Net current-period other comprehensive income (loss)	24		(239)		(142)		(357)
Balance at July 1, 2022	(11)		(277)		(266)		(554)
Other comprehensive income (loss) before reclassifications	12		(81)		(213)		(282)
Amounts reclassified from accumulated other comprehensive loss	—		—		351		351
Income tax benefit (expense) related to items of other comprehensive income (loss)	(3)		1		(29)		(31)
Net current-period other comprehensive income (loss)	9		(80)		109		38
Balance at June 30, 2023	$	(2)	$	(357)	$	(157)	$	(516)


	2023		2022		2021
	(in millions)





Revenue by End Market
Cloud	$	5,252	$	8,017	$	5,723
Client	4,328		7,076		7,281
Consumer	2,738		3,700		3,918
Total Revenue	$	12,318	$	18,793	$	16,922

Revenue by Geography
Asia	$	6,046	$	10,054	$	9,455
Americas	4,172		5,867		4,406
Europe, Middle East and Africa	2,100		2,872		3,061
Total Revenue	$	12,318	$	18,793	$	16,922
Exabytes Shipped	501		645		541




	2023		2022		2021
	(in millions)
Net cash provided by (used in):
Operating activities	$	(408)	$	1,880	$	1,898
Investing activities	(762)		(1,192)		(765)
Financing activities	875		(1,718)		(817)
Effect of exchange rate changes on cash	(9)		(13)		6
Net increase (decrease) in cash and cash equivalents	$	(304)	$	(1,043)	$	322



	2023	2022	2021
	(in days)
Days sales outstanding	54	56	42
Days in inventory	130	107	98
Days payables outstanding	(56)	(66)	(63)
Cash conversion cycle	128	97	77


	2023		2022		2021
	(in millions)
Revenue by End Market
Cloud	$	5,252	$	8,017	$	5,723
Client	4,328		7,076		7,281
Consumer	2,738		3,700		3,918
Total Revenue	$	12,318	$	18,793	$	16,922


	June 30, 2023
	Level 1		Level 2		Level 3		Total
	(in millions)
Assets:

Cash equivalents – Money market funds	$	371	$	—	$	—	$	371


















Foreign exchange contracts	—		35		—		35



Total assets at fair value	$	371	$	35	$	—	$	406
Liabilities:
Foreign exchange contracts	$	—	$	192	$	—	$	192


Total liabilities at fair value	$	—	$	192	$	—	$	192


	June 30, 2023				July 1, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(in millions)





1.50% convertible notes due 2024	$	1,099	$	1,067	$	1,048	$	1,040

4.75% senior unsecured notes due 2026	2,293		2,193		2,291		2,205





Variable interest rate Term Loan A-2 maturing 2027	2,687		2,661		2,693		2,621
2.85% senior notes due 2029	496		400		495		412
3.10% senior notes due 2032	495		371		495		389


Total	$	7,070	$	6,692	$	7,022	$	6,667


Quarter ending			Leverage ratio
June 30, 2023			5.50 to 1.00
September 29, 2023			N/A(1) to 1.00
December 29, 2023			N/A(1) to 1.00
March 29, 2024			6.25 to 1.00
June 28, 2024			5.25 to 1.00
September 27, 2024			5.00 to 1.00
December 27, 2024			4.50 to 1.00
March 28, 2025			4.00 to 1.00
June 25, 2025			3.75 to 1.00
Thereafter			3.25 to 1.00


	Future Debt Payments
	(in millions)
Fiscal year:
2024	$	1,213
2025	150
2026	2,450
2027	2,287
2028	—
2029 and thereafter	1,000
Total debt maturities	7,100
Issuance costs and debt discounts	(30)
Net carrying value	$	7,070


	June 30, 2023
	(in millions)
Notes receivable	$	794
Equity investments	503
Operating lease guarantees	1,694
Inventory and prepayments	1,147
Maximum estimable loss exposure	$	4,138


	Lease Amounts
	(Japanese yen, in billions)		(U.S. dollar, in millions)
Total guarantee obligations	¥	245	$	1,694


Annual Installments	Payment of Principal Amortization		Purchase Option Exercise Price at Final Lease Terms		Guarantee Amount
	(in millions)

2024	$	467	$	90	$	557
2025	269		82		351
2026	309		125		434
2027	115		106		221
2028	29		102		131
Total guarantee obligations	$	1,189	$	505	$	1,694


	Lease Amounts
Minimum lease payments by year:	(in millions)
2024	$	49
2025	47
2026	47
2027	42
2028	35
Thereafter	114
Total future minimum lease payments	334
Less: Imputed Interest	50
Present value of lease liabilities	284
Less: Current portion (included in Accrued expenses)	40
Long-term operating lease liabilities (included in Other liabilities )	$	244

Operating lease right-of-use assets (included in Other non-current assets)	$	260

Weighted average remaining lease term in years	7.6
Weighted average discount rate	4.2		%



	June 30, 2023
	(in millions)
Cost of operating leases	$	57
Cash paid for operating leases	51
Operating lease assets obtained in exchange for operating lease liabilities	17


	Long-term commitments
	(in millions)
Fiscal year:
2024	$	275
2025	253
2026	61
2027	47
2028	20
Thereafter	130
Total	$	786


	Unamortized Compensation Costs		Weighted Average Service Period
	(in millions)		(years)

RSUs and PSUs (1)	$	464	2.2
ESPP	67		1.4
Total unamortized compensation cost	$	531


	Number of Shares	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
	(in millions)			(in years)	(in millions)





Options outstanding at July 3, 2020	2.7	$	69.16


Exercised	(0.4)	44.34			$	6
Canceled or expired	(0.8)	75.42
Options outstanding at July 2, 2021	1.5	72.84
Exercised	(0.2)	43.80			$	3
Canceled or expired	(0.4)	97.65
Options outstanding at July 1, 2022	0.9	66.76

Canceled or expired	(0.6)	80.72
Options outstanding at June 30, 2023	0.3	$	44.95	0.10


	Number of Shares	Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value at Vest Date
	(in millions)			(in millions)





RSUs and PSUs outstanding at July 3, 2020	13.3	$	60.92
Granted	8.8	40.40

Vested	(4.5)	60.18		$	196
Forfeited	(1.5)	55.74
RSUs and PSUs outstanding at July 2, 2021	16.1	50.12
Granted	6.9	60.00
Vested	(5.2)	54.27		$	317
Forfeited	(2.4)	52.14
RSUs and PSUs outstanding at July 1, 2022	15.4	52.89
Granted	6.6	41.27

Vested	(6.6)	54.05		$	274
Forfeited	(1.6)	54.56
RSUs and PSUs outstanding at June 30, 2023	13.8	$	46.56


			Number of Shares
			(in millions)
Outstanding awards and shares available for award grants			24
ESPP			7

Total			31


Jurisdiction	NOL/Tax Credit Carryforward Amount		Expiration
	(in millions)
Federal NOL (Pre 2017 Act Generation)	$	594	2024 to 2038

State NOL	374		2032 to 2043
Federal tax credits	51		2024 to 2032
State tax credits	725		No expiration


Jurisdiction	NOL Carryforward Amount		Expiration
	(in millions)
Malaysia	$	106	2025 to 2028
Belgium	106		No expiration
Japan	72		2024 to 2031
Spain	45		No expiration
Netherlands	12		2025 to 2026


Jurisdiction						Period Subject to Examination
China (calendar)						2013-2022
Ireland (fiscal)						2019-2022
India (fiscal)						2009-2022
Israel (fiscal)						2014-2022
Japan (fiscal)						2016-2022
Malaysia (fiscal)						2015-2022
Thailand (fiscal)						2013-2022
Singapore (fiscal)						2019-2022
United Kingdom (fiscal)						2021-2022


	Employee Termination Benefits
	(in millions)












Accrual balance at July 1, 2022	$	17
Charges	176
Cash payments	(162)

Accrual balance at June 30, 2023	$	31


Exhibit Number						Description
3.1						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)
3.2						Certificate of Designations, Preferences and Rights of Series A Convertible Perpetual Preferred Stock (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 February 1, 2023)
3.3						Amended and Restated By-Laws of Western Digital Corporation, as amended effective as of February 10, 2021 (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 February 12, 2021)
4.1						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, 2021)
4.2						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)
4.3						First Supplemental Indenture, dated as of June 20, 2023, by and among Western Digital Technologies, Inc. and U.S. Bank Trust Company, National Association, as Trustee (Filed as Exhibit 10.8 to the Company’s Current Report on Form 8-K (File No. 1-08703) with the Securities and Exchange Commission on June 21, 2023)
4.4						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)
4.5						First Supplemental Indenture, dated as of June 30, 2022, by and between Western Digital Corporation 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. 1-08703) with the Securities and Exchange Commission on July 1, 2022)
4.6						Indenture, dated as of December 10, 2021, between Western Digital Corporation 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. 1-08703) with the Securities and Exchange Commission on December 10, 2021)
4.7						First Supplemental Indenture (including Form of 2.850% Senior Notes due 2029 and Form of 3.100% Senior Notes due 2032), dated as of December 10, 2021, between Western Digital Corporation 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. 1-08703) with the Securities and Exchange Commission on December 10, 2021)
10.1						Western Digital Corporation Amended and Restated 2017 Performance Incentive Plan, amended and restated as of August 11, 2020 (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 February 9, 2021)*



10.1.1						Form of Notice of Grant of Performance Stock Units and Performance Stock Unit Award Agreement – Financial Measures, under the Amended and Restated 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 February 9, 2021)*
10.1.2						Form of Notice of Grant of Performance Stock Units and Performance Stock Unit Award Agreement – TSR Measure, under the Amended and Restated 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 February 9, 2021)*
10.1.3						Form of Notice and Grant of Performance Stock Units and Performance Stock Unit Award Agreement- Financial Measure, under the Amended and Restated 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 4, 2021)*
10.1.4						Form of Notice and Grant of Performance Stock Units and Performance Stock Unit Award Agreement- TSR Measure, under the Amended and Restated 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 4, 2021)*

10.1.5						Western Digital Corporation Amended and Restated 2017 Performance Incentive Plan Non-Employee Director Restricted Stock Unit Grant Program, amended and restated as of August 16, 2021 (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 4, 2021)*
10.1.6						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)*
10.1.7						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)*


Exhibit Number						Description
10.1.8						Form of Notice of Grant of Restricted Stock Units and Restricted Stock Unit Award Agreement – Vice President and Above, under the Amended and Restated Western Digital Corporation 2017 Performance Incentive Plan (Filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (Filed No. 1-08703) with the Securities and Exchange Commission on February 9, 2021)*
10.1.9						Form of Notice of Grant of Restricted Stock Units and Restricted Stock Unit Award Agreement - Vice President and Above, under the Amended and Restated 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 4, 2021)*
10.1.10						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)*


10.2						Western Digital Corporation Amended and Restated 2021 Long-Term Incentive Plan, amended and restated as of August 25, 2022 (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 18, 2022)*
10.2 .1						Form of Notice of Grant of Performance Stock Units and Performance Stock Unit Award Agreement under the Western Digital Corporation 2021 Long-Term 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 2, 2022)*
10.2 .2						Form of Grant Notice for Restricted Stock Unit Award – Vice President and Above, under the Western Digital Corporation 2021 Long-Term 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 February 3, 2022)*
10.2.3						Form of Grant Notice for Restricted Stock Unit Award – Vice President and Above, under the Western Digital Corporation Amended and Restated 2021 Long-Term Incentive Plan†*
10.2.4						Western Digital Corporation Amended and Restated 2021 Long-Term Incentive Plan Non-Employee Director Restricted Stock Unit Grant Program, amended and restated as of May 23, 2023†*
10.3						Western Digital Corporation Executive Short-Term Incentive Plan (supersedes the Western Digital Corporation Executive Short-Term Incentive Plan dated August 7, 2019), dated February 9, 2021 (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 6, 2021)*
10.4						Western Digital Corporation Amended and Restated 2005 Employee Stock Purchase Plan, amended and restated as of August 25, 2022 (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 18, 2022)*
10.5						Amended and Restated Deferred Compensation Plan, amended and restated effective January 1, 2013 (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 2, 2012)*
10.6						Western Digital Corporation Amended and Restated Change in Control Severance Plan, amended and restated as of May 24, 2021 (Filed as Exhibit 10.6 to the Company’s Annual Report on Form 10-K (File No. 1-08703) with the Securities and Exchange Commission on August 27, 2021)*
10.7						Western Digital Corporation Amended and Restated Executive Severance Plan, amended and restated as of May 24, 2021 (Filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K (File No. 1-08703) with the Securities and Exchange Commission on August 27, 2021)*
10.8						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)*
10.9						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)*
10.1 0						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)*
10.1 1						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)*
10.1 2						Offer Letter, dated as of December 14, 2021, to Wissam Jabre (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 4, 2022)*
10.1 3						Amended and Restated Letter Agreement, dated January 31, 2023, by and between Western Digital Corporation and Elliott Investment Management L.P. (Filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 1-08703) with the Securities and Exchange Commission on February 1, 2023)
10.1 4						Investment Agreement, dated January 31, 2023, by and between Western Digital Corporation and AP WD Holdings, L.P. (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 10, 2023)
10.1 5						Investment Agreement, dated January 31, 2023, by and among Western Digital Corporation, Elliott Associates, L.P. and Elliott International, L.P. (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 10, 2023)