WDC 10-K Annual Report June 29, 2018 | Alphaminr
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WDC 10-K Fiscal year ended June 29, 2018

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WESTERN DIGITAL CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Conditions and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 . Organization and Basis Of PresentationNote 2 . Recent Accounting PronouncementsNote 3 . Supplemental Financial Statement DataNote 4 . Fair Value Measurements and InvestmentsNote 5 . Derivative Instruments and Hedging ActivitiesNote 6 . DebtNote 7 . Goodwill and Other Intangible AssetsNote 8 . Pension and Other Post-retirement Benefit PlansNote 9 . Commitments, Contingencies and Related PartiesNote 10 . Business Segment, Geographic Information and Concentration Of RiskNote 11 . Western Digital Corporation 401(k) PlanNote 12 . Shareholders EquityNote 13 . Income Tax Expense (benefit)Note 14 . Net Income Per Common ShareNote 15 . Employee Termination, Asset Impairment and Other ChargesNote 16 . Legal ProceedingsNote 17 . Separate Financial Information Of Guarantor SubsidiariesNote 18 . Quarterly Results Of Operations (unaudited)Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Director, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10 K Summary

Exhibits

2.1 Agreement and Plan of Merger, dated as of October 21, 2015, among Western Digital Corporation, Schrader Acquisition Corporation and SanDisk Corporation (Filed as Exhibit 2.1 to the Companys Current Report on Form8-K (File No. 1-08703) with the Securities and Exchange Commission on October 26, 2015) 3.1 Amended and Restated Certificate of Incorporation of Western Digital Corporation, as amended to date (Filed as Exhibit 3.1 to the Companys Quarterly Report on Form10-Q(File No. 1-08703) with the Securities and Exchange Commission on February 8, 2006) 3.2 Amended and Restated By-Laws of Western Digital Corporation, as amended effective as of May 2, 2018 (Filed as Exhibit 3.1 to the Companys Current Report on Form 8-K (File No. 1-08703) with the Securities and Exchange Commission on May 7, 2018) 4.1 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 Corporations Current Report on Form8-K (File No. 000-26734) with the Securities and Exchange Commission on October 29, 2013) 4.2 First Supplemental Indenture to the Indenture filed as Exhibit 4.1 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 Companys Current Report on Form8-K (File No. 1-08703) with the Securities and Exchange Commission on May 12, 2016) 4.3 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 Companys Current Report on Form 8-K (File No. 333-222762) with the Securities and Exchange Commission on February 13, 2018) 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 Companys Current Report on Form 8-K (File No. 333-222762) with the Securities and Exchange Commission on February 13, 2018) 10.1 Western Digital Corporation 2017 Performance Incentive Plan (formerly named the Western Digital Corporation Amended and Restated 2004 Performance Incentive Plan), amended and restated as of August3, 2017 (Filed as Exhibit 10.1 to the Companys Current Report on Form8-K (File No.1-08703) with the Securities and Exchange Commission on November2, 2017)* 10.1.1 Form of Notice of Grant of Stock Option and Option Agreement - Executives, under the Western Digital Corporation 2017 Performance Incentive Plan (Filed as Exhibit 10.1.1 to the Companys Quarterly Report on Form10-Q (File No. 1-08703) with the Securities and Exchange Commission on February6, 2018)* 10.1.2 Form of Notice of Grant of Stock Option and Option Agreement - Non-Executives, under the Western Digital Corporation 2017 Performance Incentive Plan (Filed as Exhibit 10.1.2 to the Companys Quarterly Report on Form10-Q (File No. 1-08703) with the Securities and Exchange Commission on February6, 2018)* 10.1.3 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 Companys Quarterly Report on Form10-Q (File No. 1-08703) with the Securities and Exchange Commission on February6, 2018)* 10.1.4 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 Companys Quarterly Report on Form10-Q (File No. 1-08703) with the Securities and Exchange Commission on February6, 2018)* 10.1.5 Form of Notice of Grant of Performance Stock Units and Performance Stock Unit Award Agreement - Executives, under the Western Digital Corporation 2017 Performance Incentive Plan (Filed as Exhibit 10.1.5 to the Companys Quarterly Report on Form10-Q (File No. 1-08703) with the Securities and Exchange Commission on February6, 2018)* 10.1.6 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 Companys Quarterly Report on Form10-Q (File No. 1-08703) with the Securities and Exchange Commission on February 10, 2016)* 10.1.7 Form of Notice of Grant of Stock Option and Option Agreement - Non-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 10.1.2 to the Companys Quarterly Report on Form10-Q (File No. 1-08703) with the Securities and Exchange Commission on February 10, 2016)* 10.1.8 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 Companys Quarterly Report on Form10-Q (File No. 1-08703) with the Securities and Exchange Commission on February 10, 2016)* 10.1.9 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 Companys Quarterly Report on Form10-Q (File No. 1-08703) with the Securities and Exchange Commission on February 10, 2016)* 10.1.10 Form of Notice of Grant of Performance Stock Units and Performance Stock Unit Award Agreement for Mark Long, dated September 17, 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 10.2 to the Companys Quarterly Report on Form10-Q (File No. 1-08703) with the Securities and Exchange Commission on November 10, 2015)* 10.1.11 Form of Notice of Grant of Performance Stock Units and Performance Stock Unit Award Agreement (revised March 2016) 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 to the Companys Quarterly Report on Form10-Q (File No. 1-08703) with the Securities and Exchange Commission on May 9, 2016)* 10.1.12 Western Digital Corporation Amended and Restated 2004 Performance Incentive Plan (now named the Western Digital Corporation 2017 Performance Incentive Plan) Non-Employee Director Option Grant Program, as amended September 6, 2012, and Form of Notice of Grant of Stock Option and Option Agreement- Non-Employee Directors (Filed as Exhibit 10.5 to the Companys Quarterly Report on Form10-Q(File No. 1-08703) with the Securities and Exchange Commission on November 2, 2012)* 10.1.13 Western Digital Corporation 2017 Performance Incentive Plan Non-Employee Director Restricted Stock Unit Grant Program, as amended November1, 2017 (Filed as Exhibit 10.2 to the Companys Quarterly Report on Form10-Q (File No.1-08703) with the Securities and Exchange Commission on February6, 2018)* 10.1.14 Western Digital Corporation Incentive Compensation Plan, as Amended and Restated August 5, 2015 (Filed as Exhibit 10.1.8 to the Companys Annual Report on Form10K (File No. 1-08703) with the Securities and Exchange Commission on August 21, 2015)* 10.2 Western Digital Corporation 2005 Employee Stock Purchase Plan, as amended August5, 2015 (Filed as Exhibit 4.2 to the Companys Registration Statement on FormS-8 (File No.333-207842) with the Securities and Exchange Commission on November 5, 2015)* 10.3 SanDisk Corporation 2013 Incentive Plan (Filed as Exhibit 4.2 to the Companys Registration Statement on FormS-8 (File No.333-211420) with the Securities and Exchange Commission on May 17, 2016)* 10.4 Western Digital Corporation Summary of Compensation Arrangements for Named Executive Officers and Directors* 10.5 Amended and Restated Deferred Compensation Plan, amended and restated effective January 1, 2013 (Filed as Exhibit 10.4 to the Companys Annual Report on Form10-Q (File No.1-08703) with the Securities and Exchange Commission on November 2, 2012)* 10.6 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 Companys Current Report on Form8-K(File No. 1-08703) with the Securities and Exchange Commission on November 5, 2015)* 10.7 Western Digital Corporation Executive Severance Plan, amended and restated as of February 2, 2017 (Filed as Exhibit 10.3 to the Companys Quarterly Report on Form10-Q (File No.1-08703) with the Securities and Exchange Commission on February 7, 2017)* 10.10 Form of Indemnification Agreement entered into between SanDisk Corporation and its directors and officers* 10.11 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 Companys Quarterly Report on Form10-Q (File No. 1-08703) with the Securities and Exchange Commission on May 9, 2016) 10.11.1 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 Companys Current Report on Form8-K (File No. 1-08703) with the Securities and Exchange Commission on August 18, 2016) 10.11.2 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 Companys Current Report on Form8-K (File No. 1-08703) with the Securities and Exchange Commission on September 22, 2016) 10.11.3 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 Companys Current Report on Form8-K (File No. 1-08703) with the Securities and Exchange Commission on March 14, 2017) 10.11.4 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 Companys Current Report on Form8-K (File No. 1-08703) with the Securities and Exchange Commission on March 23, 2017) 10.11.5 Amendment No. 5, dated as of November8, 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 Companys Current Report on Form8-K (File No. 1-08703) with the Securities and Exchange Commission on November8, 2017) 10.11.6 Amendment No. 6, dated as of November29, 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 Companys Current Report on Form8-K (File No. 1-08703) with the Securities and Exchange Commission on November29, 2017) 10.11.7 Amendment No. 7, dated as of February27, 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 Companys Current Report on Form8-K (File No. 1-08703) with the Securities and Exchange Commission on February27, 2018) 10.11.8 Amendment No. 8, dated as of May15, 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 Companys Current Report on Form8-K (File No. 1-08703) with the Securities and Exchange Commission on May15, 2018) 10.12 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 Companys Current Report on Form8-K (File No.1-08703) with the Securities and Exchange Commission on April 29, 2016) 10.13 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 Companys Current Report on Form8-K (File No. 1-08703) with the Securities and Exchange Commission on May 12, 2016) 10.14 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 Corporations Quarterly Report on Form10-Q (File No. 000-26734) with the Securities and Exchange Commission on November 8, 2006)# 10.15 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 Corporations Quarterly Report on Form10-Q (File No. 000-26734) with the Securities and Exchange Commission on November 8, 2006)# 10.16 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 Corporations Quarterly Report on Form10-Q (File No.000-26734) with the Securities and Exchange Commission on May 7, 2009)# 10.17 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 Corporations Annual Report on Form10K (File No. 000-26734) with the Securities and Exchange Commission on February 12, 2016)# 10.18 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 Companys Quarterly Report on Form10-Q (File No. 1-08703) with the Securities and Exchange Commission on February6, 2018)# 10.19 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 Companys Quarterly Report on Form10-Q (File No. 1-08703) with the Securities and Exchange Commission on February6, 2018)# 10.20 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 Companys Quarterly Report on Form10-Q (File No. 1-08703) with the Securities and Exchange Commission on February6, 2018)# 10.21 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 Companys Quarterly Report on Form10-Q (File No. 1-08703) with the Securities and Exchange Commission on February6, 2018)# 12.1 Statement of Computation of Ratio of Earnings to Fixed Charges 21 Subsidiaries of Western Digital Corporation 23 Consent of Independent Registered Public Accounting Firm 31.1 Certification of Principal Executive Officer Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Principal Financial Officer Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer Pursuant to 18U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002** 32.2 Certification of Chief Financial Officer Pursuant to 18U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002**