Western Digital (WDC) 10-K risk factor changes: FY2020 vs FY2019

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 [added: social conditions,] policies, rules and regulations, could significantly harm demand for our products, increase credit and collectability risks, result in revenue reductions, [added: cause us to change our business practices,] increase manufacturing and operating costs or result in impairment charges or other expenses.

[removed: | • |] [added: -] obtaining requisite governmental permits and approvals, compliance with foreign laws and regulations and changes in foreign laws and regulations; [removed: |]

[removed: | • |] [added: -] 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; [removed: |]

[removed: | • |] [added: -] copyright levies or similar fees or taxes imposed in European and other countries; [removed: |]

[removed: | • |] [added: -] exchange, currency and tax controls and reallocations; [removed: |]

[removed: | • |] [added: -] weaker protection of IP rights; [removed: |]

[removed: | • |] [added: -] trade restrictions, such as export controls, export bans, embargoes, sanctions, license and certification requirements (including [removed: on] [added: semiconductor,] encryption [added: and other] technology), new or increased tariffs and fees and complex customs regulations; and [removed: |]

[removed: | • |] [added: -] difficulties in managing international operations, including appropriate internal controls. [removed: |]

We rely substantially on our business ventures with [removed: Toshiba Memory Corporation (“TMC”)] [added: 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 [removed: TMC] [added: Kioxia] to develop and manufacture our flash-based memory.

We partner with [removed: TMC] [added: 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.

Furthermore, purchase orders placed with Flash Ventures and under the foundry arrangements with [removed: TMC] [added: Kioxia] for up to three months are binding and cannot be canceled.

Lack of alignment with [removed: TMC] [added: 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 [removed: TMC’s] [added: Kioxia’s] strategic [removed: priorities] [added: priorities, management, ownership] and/or [removed: ownership,] [added: access to capital,] which has changed significantly recently and could continue to change.

[removed: TMC’s] [added: 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 [removed: Japan.][added: Japan or public shareholders, if Kioxia publicly lists its shares in the future.]

[removed: TMC’s] [added: 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 [removed: TMC’s] [added: 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 [removed: TMC] [added: Kioxia] and us for technology transitions, including the transition to 3D NAND, and capacity expansions.

[removed: TMC’s] [added: In May 2019, Kioxia’s] parent company, [removed: Toshiba Memory] [added: Kioxia] Holdings Corporation [removed: (“TMHC”), recently] [added: (“KHC”),] announced new financing in the amount of 1.2 trillion Japanese yen.

[removed: TMHC’s] [added: KHC’s] financing agreements and/or its high level of debt could limit [removed: TMC’s] [added: 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.

If [removed: TMC] [added: 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.

In addition, [removed: TMHC’s] [added: KHC’s] financing arrangements might be secured by [removed: TMC’s] [added: 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 [removed: TMC] [added: Kioxia] regarding a new 3D NAND wafer fabrication facility in Kitakami, Iwate, Japan, known as “K1.” [removed: Under the K1 agreement, we agreed to, among other things, fund 50% of K1’s] [added: Output from Flash Ventures’] initial production [removed: line.][added: 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 [removed: process.][added: processes.]

Further, although we intend to continue to jointly invest with [removed: TMC] [added: Kioxia] to ramp up manufacturing capacity at K1, there is no certainty as to when, and on what terms, we will do so.

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 [removed: (“PCs”)] and mobile devices) manufactured by our customers and on storage upgrades to existing systems.

[removed: | • |] [added: -] R&D expenses and results; [removed: |]

[removed: | • |] [added: -] difficulties faced in manufacturing ramp; [removed: |]

[removed: | • |] [added: -] market acceptance/qualification; [removed: |]

[removed: | • |] [added: -] effective management of inventory levels in line with anticipated product demand; [removed: |]

[removed: | • |] [added: -] 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; [removed: |]

[removed: | • |] [added: -] our ability to cost effectively respond to customer requests for new products or features and software associated with our products; [removed: |]

[removed: | • |] [added: -] our ability to increase our software development capability; and [removed: |]

[removed: | • |] [added: -] the effectiveness of our go-to-market capability in selling new products. [removed: |]

For additional technology transition risks related to Flash Ventures, see the risk factor entitled “*We rely substantially on our business ventures with [removed: Toshiba Memory Corporation (“TMC”)] [added: 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 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 [removed: TMC] [added: Kioxia] for flash-based memory development and manufacturing.

[removed: | • |] [added: -] 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; [removed: |]

[removed: | • |] [added: -] we may experience difficulties and delays in product and technology development at, ramping production at, and transferring technology to, our business ventures; [removed: |]

[removed: | • |] [added: -] our control over the operations of our business ventures is limited; [removed: |]

[removed: | • |] [added: -] 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; [removed: |]

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

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.

Availability of lease financings for Flash Ventures could also be limited by our and/or Kioxia’s financial performance.

Our suppliers have in the past been, and may in the future be, unable or unwilling to meet our requirements.

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.

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.

The rate at which we will be able to or choose to deleverage is uncertain.

In addition, replacing LIBOR with an alternative reference rate for any of our debt could be a taxable event.

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.

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.

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.

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.

Our customers’ credit risk may also be exacerbated by an economic downturn or other adverse global or regional economic conditions.

- adverse publicity, whether or not justified;

| | |

| --- | --- |

Output from the initial production line, which is expected in the first half of calendar year 2020, could be delayed, reduced or otherwise fail to meet our expectations.

From time to time, our suppliers have experienced difficulty meeting our requirements.

We may modify, suspend or cancel our cash dividend policy in any manner and at any time.

In addition, we may start, stop or vary repurchases of shares of our common stock as we deem appropriate and as market conditions allow.

Any reduction or discontinuance by us of the payment of quarterly cash dividends or the repurchases of our common stock pursuant to our stock repurchase program could cause the market price of our common stock to decline.

We have made and continue to make a number of estimates and assumptions relating to our consolidated financial reporting, and actual results may differ significantly from our estimates and assumptions.

We have made and continue to make a number of estimates and assumptions relating to our consolidated financial reporting.

The highly technical nature of our products and the rapidly changing market conditions with which we deal means that actual results may differ significantly from our estimates and assumptions.

These changes have impacted our financial results in the past and may continue to do so in the future.

Key estimates and assumptions for us include:

| • | price protection adjustments and other sales promotions and allowances on products sold to retailers, resellers and distributors; |

| • | inventory adjustments for write-down of inventories to lower of cost or net realizable value; |

| • | testing of goodwill and other long-lived assets for impairment; |

| • | accruals for product returns; |

| • | accruals for litigation and other contingencies; |

| • | liabilities for unrecognized tax benefits; and |

| • | provisional estimates related to tax reform. |

In addition, changes in existing accounting or taxation rules or practices, new accounting pronouncements or taxation rules, or varying interpretations of current accounting pronouncements or taxation practice could have an adverse effect on our results of operations and financial condition.

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.

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.

We purchase [removed: short-term,] [added: 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 [removed: operating] [added: Operating] expenses denominated in foreign currencies.

For additional information, see Part II, Item 8, Note 4, *Fair Value Measurements and [removed: Investments*] [added: Investments,*] and Note 5, *Derivative Instruments and Hedging Activities*, of the Notes to Consolidated Financial Statements included in this Annual Report on Form [removed: 10‑K.][added: 10-K.]

During [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] total net realized and unrealized transaction and foreign exchange contract currency gains and losses were not material to our Consolidated Financial Statements.

As of [removed: June 28, 2019,] [added: July 3, 2020,] the applicable margin based on our current credit ratings was 1.5%.

Borrowings under our [removed: U.S. Term Loan] [added: 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%.

At [removed: June 28, 2019, 68%] [added: July 3, 2020, 65%] of the par value of our debt was at variable rates.

To balance the [removed: portfolio,] [added: 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 [removed: June 28, 2019,] [added: July 3, 2020,] we had [removed: $7.26] [added: $6.28] billion of variable rate debt.

After giving effect to the $2.00 billion of interest rate swaps, we effectively had [removed: $5.26] [added: $4.28] billion of [removed: long-term] [added: 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 [removed: $53] [added: $43] million.

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.

Disclosure About Interest Rate Risk

As of June 28, 2019, we had outstanding the foreign exchange contracts presented in the following table.

The designated foreign exchange contracts are entered to protect the U.S. dollar value of our product cost and operating expenses.

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.

| | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | Contract Amount | | | | Weighted-Average Contract Rate (1) | | | Mark to Market Unrealized Gain (Loss) | | |

| | (in millions, except weighted-average contract rate) | | | | | | | | | |

| Designated Hedges (cash flow hedges): | | | | | | | | | | |

| Japanese yen | $ | 1,087 | | | 108.98 | | | $ | 21 | |

| Malaysian ringgit | 38 | | | | 4.17 | | | — | | |

| Philippine peso | 31 | | | | 53.13 | | | 1 | | |

| Thai baht | 156 | | | | 31.68 | | | 5 | | |

| Total designated forward contracts | $ | 1,312 | | | | | | $ | 27 | |

| Non-Designated Hedges: | | | | | | | | | | |

| British pound sterling | $ | 25 | | | 0.79 | | | $ | — | |

| Euro | 252 | | | | 0.88 | | | (1 | | ) |

| Japanese yen | 3,520 | | | | 108.35 | | | (28 | | ) |

| Malaysian ringgit | 247 | | | | 4.16 | | | 1 | | |

| Philippine peso | 80 | | | | 51.74 | | | 1 | | |

| Thai baht | 269 | | | | 31.20 | | | 4 | | |

| Total non-designated forward contracts | $ | 4,393 | | | | | | $ | (23 | ) |

| | |

| --- | --- |

| (1) | Expressed in units of foreign currency per U.S. dollar. |

Disclosure About Other Market Risks

Western Digital Corporation (“Western Digital”) is a leading developer, manufacturer, and provider of data storage devices and solutions that address the evolving needs of [removed: the] information technology (“IT”) [removed: industry] and the infrastructure that enables the proliferation of data in virtually every [removed: other] industry.

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 [removed: more than 14,000] [added: approximately 13,500 active] patents [removed: awarded] worldwide.

We continue to transform ourselves to address this growth by providing [added: what we believe to be] the broadest range of storage technologies in the industry with a comprehensive product portfolio and global reach.

We have [added: deep] relationships with [removed: the full] [added: 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 operate a series of joint ventures with [added: Kioxia Corporation (“Kioxia,” formerly known as] Toshiba Memory [removed: Corporation (“TMC”)] [added: Corporation)] that provide us with industry leading flash-based memory wafers that we use in our products (see “Ventures with [removed: Toshiba Memory” Section] [added: Kioxia” section] below).

More digital content is being stored and managed in a cloud environment on both HDDs and flash-based solid state drives [removed: (“SSDs”).][added: (“SSD”).]

In flash, we compete with vertically integrated suppliers such as Intel Corporation, [added: Kioxia,] Micron Technology, Inc., Samsung Electronics Co., Ltd., SK hynix, Inc., [removed: TMC] [added: Yangtze Memory Technologies Co., Ltd.] and numerous smaller companies that assemble flash into products.

[removed: | • |] [added: -] *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. [removed: |]

[removed: | *•* | *Broad] [added: *•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. [removed: |]

[removed: | *•* | *Operational] [added: *•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. [removed: |]

[removed: | • |] [added: -] 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; [removed: |]

[removed: | • |] [added: -] 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; [removed: |]

[removed: | • |] [added: -] results in continued diversification of our HDD and flash storage solutions portfolio and entry into additional growing adjacent markets; and [removed: |]

[removed: | • |] [added: -] allows us to achieve strong financial performance, including healthy cash generation, thereby enabling organic and inorganic business investments and [removed: return of cash to shareholders. |][added: facilitating our ongoing deleveraging efforts.]

Client Devices consist of HDDs and SSDs for computing devices, such as desktop and notebook PCs, [removed: security surveillance] [added: 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 [removed: GB,] [added: gigabyte (“GB”),] quiet acoustics, low power consumption and protection against shocks.

Data Center Devices and Solutions consist of high-capacity enterprise HDDs and high-performance enterprise SSDs, [removed: data center software] and [removed: system solutions.][added: platforms.]

Our capacity enterprise helium hard drives provide high capacity storage needs and low total cost of ownership [removed: benefits] [added: per GB] for the growing cloud data center 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 [removed: security surveillance] [added: smart video] systems.

Our solid state storage products utilize our captive flash-based technology which we develop and manufacture through our business ventures with [removed: TMC.][added: Kioxia.]

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 [removed: BiCS3,] [added: BiCS4,] we started shipping products based on QLC and [added: our 4th generation 96-layer] BiCS4 technologies in 2019.

[added: Our] BiCS4 QLC technology delivers an industry-leading storage capacity of 1.33 terabits on a single chip.

For a discussion of associated risks, see Part I, Item 1A, *Risk Factors*, of this Annual Report on Form [removed: 10‑K.][added: 10-K.]

We have [removed: more than 14,000] [added: approximately 13,500] active patents worldwide and have many patent applications in process.

Substantially all of our flash-based supply requirements for our flash-based products is obtained from our business ventures with [removed: TMC,] [added: Kioxia,] which provide us with leading-edge, high-quality and low-cost flash memory wafers.

See “Ventures with [removed: Toshiba Memory”] [added: Kioxia”] below for additional information.

While we do not unilaterally control the operations of our ventures with [removed: TMC,] [added: Kioxia,] we believe that our business venture relationship with [removed: TMC] [added: 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 [removed: TMC] [added: Kioxia] located [added: primarily] in Yokkaichi, Japan, and our in-house assembly and test operations located in Shanghai, China and Penang, Malaysia.

We depend on an external supply base for all remaining components and materials for use in our HDD product [removed: design] [added: design, manufacturing,] and [removed: manufacturing.][added: testing.]

Substantially all of our flash-based memory is supplied by our business ventures with [removed: TMC.][added: Kioxia.]

We have developed deep relationships with these vendors and [removed: TMC] [added: Kioxia] to establish continuous supply of flash-based memory and controllers.

We generally retain multiple suppliers for our component requirements [removed: but in some instances use sole or single sources] [added: but,] for business or technology [removed: reasons.][added: reasons, we source some of our components from a limited number of sole or single source providers.]

Ventures with [removed: Toshiba Memory][added: Kioxia]

We and [removed: TMC] [added: 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 [removed: TMC] [added: 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.

Each Flash Venture entity purchases wafers from [removed: TMC] [added: Kioxia] at cost and then resells those wafers to us and [removed: TMC] [added: Kioxia] at cost plus a [added: 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 [removed: three month] [added: three-month] forecast, which generally equals 50% of Flash Ventures’ output.

We are also obligated to fund 49.9% to 50% of [added: each] Flash [removed: Ventures’] [added: Ventures entity’s] capital investments to the extent that Flash [removed: Ventures’] [added: Ventures entity’s] operating cash flow is insufficient to fund these investments.

Since its inception, Flash [removed: Ventures has been based in a] [added: Ventures’ primary] manufacturing site [added: has been located] in Yokkaichi, [removed: Japan that is owned and operated by TMC.][added: Japan.]

[removed: The Yokkaichi site currently includes five wafer fabrication facilities, the newest of which is known as “Y6.”] We have jointly invested, and intend to continue to jointly invest, with [removed: TMC] [added: Kioxia] in manufacturing equipment for [removed: Y6.][added: the Yokkaichi fabrication facilities.]

Western Digital data-centric solutions are comprised of the Western Digital®, G-Technology™, SanDisk® and WD® brands.

We also provide higher value data storage platforms to the market.

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.

We have also begun initial shipments of our 5th generation 112-layer BiCS5 products.

For a discussion of associated risks, see Part I, Item 1A, *Risk Factors*, of this Annual Report on Form 10-K.

For a discussion of associated risks, see Part I, Item 1A, *Risk Factors*, of this Annual Report on Form 10-K.

For a discussion of associated risks, see Part I, Item 1A, *Risk Factors*, of this Annual Report on Form 10-K.

We co-develop flash technologies (including process technology and memory design) with Kioxia and contribute IP for Flash Ventures’ use.

The Yokkaichi site, which is owned and operated by Kioxia, currently includes five wafer fabrication facilities.

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 associated risks, see Part I, Item 1A, *Risk Factors*, of this Annual Report on Form 10-K.

*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.

For a discussion of associated risks, see Part I, Item 1A, *Risk Factors*, of this Annual Report on Form 10-K.

For a discussion of associated risks, see Part I, Item 1A, *Risk Factors*, of this Annual Report on Form 10-K.

For a discussion of associated risks, see Part I, Item 1A, *Risk Factors*, of this Annual Report on Form 10-K.

For a discussion of associated risks, see Part I, Item 1A, *Risk Factors*, of this Annual Report on Form 10-K.

- 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.

We market our products primarily under the HGST, SanDisk and WD brands.

Our investments in a range of early stage companies made possible through Western Digital Capital Global enables us to monitor and lead key trends within our ecosystem.

| | |

| --- | --- |

Our embedded storage include custom embedded solutions and embedded flash products, such as our multi-chip package (“MCP”) solutions that combine flash-based and mobile dynamic random-access memory (“DRAM”) in an integrated package.

Our data center solutions also include a wide range of high-capacity HDDs and drive configurations which provide enterprise class reliability at the lowest cost per gigabyte (“GB”).

Our system solutions provide petabyte scalable capacity with high performance at compelling economics.

We also provide higher value data storage platforms and systems to the market through our vertically integrated scale-out object storage active archive systems.

In 2018, we announced the world’s first microwave-assisted magnetic recording (“MAMR”) HDD - a breakthrough in innovation for delivering ultra-high capacity HDDs to meet the future demands of Big Data with proven data center-level reliability.

We and TMC also collaborate on certain R&D activities in support of Flash Ventures.

[removed: FORM 10-K][added: FORM 10-K]

| ☒ | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

For the fiscal year [removed: ended June 28, 2019][added: ended July 3, 2020]

| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

Commission file [removed: number: 1-8703][added: number: 1-8703]

[removed: ][added: ]

WESTERN DIGITAL [removed: CORPORATION][added: CORPORATION]

| | [added: | |] Delaware | | | | [added: | | | | | | | | | | | | | |] 33-0956711 | | [added: | | | |]

| | [added: | |] *(State or other jurisdiction [removed: of* *incorporation] [added: of incorporation] or organization)* | | | | [added: | | | | | | | | | | | | | |] *(I.R.S. Employer Identification No.)* | | [added: | | | |]

| | [added: | |] 5601 Great Oaks Parkway | [added: | |] San Jose, | [added: | |] California | | [added: | | | |] 95119 | | [added: | | | | | | | | | |]

| | [added: | |] *(Address of principal executive offices)* | | | | [added: | | | | | | | | | | | | | |] *(Zip Code)* | | [added: | | | |]

Registrant’s telephone number, including area code: [removed: (408) 717-6000][added: (408) 717-6000]

| Title of each class | [added: | |] Trading symbol(s) | [added: | |] Name of each exchange on which registered | [added: | |]

| Common Stock, $.01 Par Value Per Share | [added: | |] WDC | [added: | |] The Nasdaq Stock Market LLC | [added: | |]

| | | [added: | | | |] (Nasdaq Global Select Market) | [added: | |]

| Large accelerated filer | [added: | |] Accelerated filer | [added: | |] Non-accelerated filer | [added: | |] Smaller reporting company | [added: | |] Emerging growth company | [added: | |]

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant on [removed: December 28, 2018,] [added: January 3, 2020,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $9.5] [added: $15.7] billion, based on the closing sale price as reported on the Nasdaq Global Select Market.

There were [removed: 296,003,875] [added: 302,525,787] shares of common stock, par value $0.01 per share, outstanding as of the close of business on August [removed: 14, 2019.][added: 19, 2020.]

Part III incorporates by reference certain information from the registrant’s definitive proxy statement (the “Proxy Statement”) for the [removed: 2019] [added: 2020] Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the end of the [removed: 2019] [added: 2020] fiscal year.

| | | [added: | | | |] PAGE NO. | [added: | | | | | | | |]

| PART I | | | [added: | | | | | | | | | | | |]

| Item 1. | [added: | |] Business | [removed: [4](#s13591B67442757B8B86F3D6D9882B334)] | [added: | [5](#if9d16c209bad4b4282f4e8568b569b9d_19) | | | | | | | | |]

| Item 1A. | [added: | |] Risk Factors | [removed: [12](#sC402CB33CAAC50E9BE56D1579F1D4DB0)] | [added: | [13](#if9d16c209bad4b4282f4e8568b569b9d_22) | | | | | | | | |]

| Item 1B. | [added: | |] Unresolved Staff Comments | [removed: [28](#s3623C77E102454E0A3FF5168227B66A4)] | [added: | [30](#if9d16c209bad4b4282f4e8568b569b9d_25) | | | | | | | | |]

| Item 2. | [added: | |] Properties | [removed: [29](#s02D82466C5C8578CA917B53F18ED7BB0)] | [added: | [31](#if9d16c209bad4b4282f4e8568b569b9d_28) | | | | | | | | |]

| Item 3. | [added: | |] Legal Proceedings | [removed: [30](#s430BB95C71FC5350A9ECAF3EE5BAE37B)] | [added: | [32](#if9d16c209bad4b4282f4e8568b569b9d_34) | | | | | | | | |]

| Item 4. | [added: | |] Mine Safety Disclosures | [removed: [30](#s8B74D8F019CC57A9A9980B1C3151E1BE)] | [added: | [32](#if9d16c209bad4b4282f4e8568b569b9d_34) | | | | | | | | |]

| PART II | | | [added: | | | | | | | | | | | |]

| Item 5. | [added: | |] Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | [removed: [31](#s6157E1603DD351F08B2F6A0A1104AB11)] | [added: | [33](#if9d16c209bad4b4282f4e8568b569b9d_43) | | | | | | | | |]

| Item 6. | [added: | |] Selected Financial Data | [removed: [33](#s4EF673AFA9785A69B87EC6B3F3A6A5FA)] | [added: | [35](#if9d16c209bad4b4282f4e8568b569b9d_49) | | | | | | | | |]

| Item 7. | [added: | |] Management’s Discussion and Analysis of Financial [removed: Conditions] [added: Condition] and Results of Operations | [removed: [34](#s04A9DCD44C14545DBCD8D9894CD7ED45)] | [added: | [36](#if9d16c209bad4b4282f4e8568b569b9d_52) | | | | | | | | |]

| Item 7A. | [added: | |] Quantitative and Qualitative Disclosures About Market Risk | [removed: [45](#sBD4FF2FBC3255A4CA3DFAC0CF177D5DB)] | [added: | [49](#if9d16c209bad4b4282f4e8568b569b9d_82) | | | | | | | | |]

| Item 8. | [added: | |] Financial Statements and Supplementary Data | [removed: [47](#s4542172772325545B81FC07AB40216D9)] | [added: | [50](#if9d16c209bad4b4282f4e8568b569b9d_85) | | | | | | | | |]

| Item 9. | [added: | |] Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | [removed: [117](#s60C0C10073CC53248AE68B6B6D6DD362)] | [added: | [109](#if9d16c209bad4b4282f4e8568b569b9d_196) | | | | | | | | |]

| Item 9A. | [added: | |] Controls and Procedures | [removed: [117](#s31F00A3F61DD5EA6B04EFAAF70CC57BB)] | [added: | [109](#if9d16c209bad4b4282f4e8568b569b9d_199) | | | | | | | | |]

| Item 9B. | [added: | |] Other Information | [removed: [118](#sEF21DA46A70A55CB8A07D26A87427EF0)] | [added: | [110](#if9d16c209bad4b4282f4e8568b569b9d_202) | | | | | | | | |]

| PART III | | | [added: | | | | | | | | | | | |]

| Item 10. | [added: | |] Director, Executive Officers and Corporate Governance | [removed: [118](#s8E12B987BF67544B83CBA305DCA7C475)] | [added: | [111](#if9d16c209bad4b4282f4e8568b569b9d_208) | | | | | | | | |]

| Item 11. | [added: | |] Executive Compensation | [removed: [118](#s59EA4E62DFC054DDB95582E6798EC26F)] | [added: | [111](#if9d16c209bad4b4282f4e8568b569b9d_211) | | | | | | | | |]

| Item 12. | [added: | |] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | [removed: [118](#sBF361EAC631154038359DB04BFB0162E)] | [added: | [111](#if9d16c209bad4b4282f4e8568b569b9d_214) | | | | | | | | |]

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| ☒ | | | ☐ | | | ☐ | | | ☐ | | | ☐ | | |

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.

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*•expectations regarding the effects of the COVID-19 pandemic and measures intended to reduce its spread;*

- *expectations regarding pricing conditions for flash products;*

*•expectations regarding our cost saving initiatives;*

*•our reinvestment in the business and ongoing deleveraging efforts;*

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| ☒ | ☐ | ☐ | ☐ | ☐ |

| *•* | *our cost and expense reduction actions;* |

| *•* | *expectations regarding our future results of operations;* |

Our principal manufacturing, R&D, marketing and administrative facilities as of [removed: June 28, 2019] [added: July 3, 2020] were as follows:

| Location | | [added: | | | |] Buildings Owned or Leased | | [added: | | | |] Approximate Square Footage | | | [added: | | |] Description | [added: | |]

| United States | | | | | | | | [added: | | | | | | | | | | | | |]

| California | | | | | | | | [added: | | | | | | | | | | | | |]

| Fremont | | [added: | | | |] Leased | | [added: | | | |] 290,000 | | | [added: | | |] Manufacturing of head wafers and R&D | [added: | |]

| Irvine | | [added: | | | |] Leased | | [removed: 490,000] | | | [added: | 434,000 | | | | | |] R&D, administrative, marketing and sales | [added: | |]

| Milpitas | | [added: | | | |] Owned | | [added: | | | |] 589,000 | | | [added: | | |] R&D, marketing and sales, and administrative | [added: | |]

| San Jose | | [added: | | | |] Owned and Leased | | [removed: 2,750,000] | | | [added: | 2,561,000 | | | | | |] Manufacturing of head wafers, head, media and product development, R&D, administrative, marketing and sales | [added: | |]

| Colorado | | | | | | | | [added: | | | | | | | | | | | | |]

| Longmont | | [added: | | | |] Leased | | [removed: 62,000] | | | [added: | 87,000 | | | | | |] R&D | [added: | |]

| Minnesota | | | | | | | | [added: | | | | | | | | | | | | |]

| Rochester | | [added: | | | |] Leased | | [added: | | | |] 121,000 | | | [added: | | |] Product development | [added: | |]

| Asia | | | | | | | | [added: | | | | | | | | | | | | |]

| China | | | | | | | | [added: | | | | | | | | | | | | |]

| Shanghai | | [added: | | | |] Owned | | [added: | | | |] 774,000 | | | [added: | | |] Assembly and test of SSDs | [added: | |]

| Shenzhen | | [added: | | | |] Owned and Leased | | [removed: 567,000] | | | [added: | 563,000 | | | | | |] Manufacturing of media | [added: | |]

| Japan | | | | | | | | [added: | | | | | | | | | | | | |]

| Fujisawa | | [added: | | | |] Owned | | [added: | | | |] 661,000 | | | [added: | | |] Product development | [added: | |]

| Malaysia | | | | | | | | [added: | | | | | | | | | | | | |]

| Johor | | [added: | | | |] Owned | | [added: | | | |] 277,000 | | | [added: | | |] Manufacturing of substrates | [added: | |]

| Kuala Lumpur | | [added: | | | |] Owned | | [removed: 146,000] | | | [added: | 145,000 | | | | | |] R&D [added: and administrative] | [added: | |]

| Kuching | | [added: | | | |] Owned | | [added: | | | |] 285,000 | | | [added: | | |] Manufacturing and development of substrates | [added: | |]

| Penang | | [added: | | | |] Owned | | [removed: 1,664,000] | | | [added: | 1,683,000 | | | | | |] Assembly and test of SSDs, manufacturing of media, and R&D | [added: | |]

| Philippines | | | | | | | | [added: | | | | | | | | | | | | |]

| Laguna | | [added: | | | |] Owned | | [added: | | | |] 632,000 | | | [added: | | |] Manufacturing of HGAs and slider fabrication | [added: | |]

| Thailand | | | | | | | | [added: | | | | | | | | | | | | |]

| Bang Pa-In | | [added: | | | |] Owned | | [removed: 1,577,000] | | | [added: | 1,578,000 | | | | | |] Slider fabrication, manufacturing of HDDs and HGAs, and R&D | [added: | |]

| Prachinburi | | [added: | | | |] Owned | | [added: | | | |] 838,000 | | | [added: | | |] Manufacturing of HDDs | [added: | |]

| India | | | | | | | | [added: | | | | | | | | | | | | |]

| Bangalore | | [added: | | | |] Owned and Leased | | [added: | | | |] 638,000 | | | [added: | | |] R&D and [removed: marketing] [added: administrative] | [added: | |]

| Middle East | | | | | | | | [added: | | | | | | | | | | | | |]

| Israel | | | | | | | | [added: | | | | | | | | | | | | |]

| Kfar Saba | | [added: | | | |] Owned | | [added: | | | |] 167,000 | | | [added: | | |] R&D [removed: and marketing] | [added: | |]

| Tefen | | [added: | | | |] Owned | | [added: | | | |] 64,000 | | | [added: | | |] R&D [removed: and marketing] | [added: | |]

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| Colorado Springs | | | | | | Leased | | | | | | 59,000 | | | | | | R&D | | |

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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 [removed: 14, 2019] [added: 19, 2020] was [removed: 947.][added: 920.]

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 [removed: June 28, 2019.][added: July 3, 2020.]

The graph assumes that $100 was invested in our common stock at the close of market on [removed: June 27, 2014] [added: July 2, 2015] and that all dividends were reinvested.

(Assumes $100 investment on [removed: June 27, 2014)][added: July 2, 2015)]

[removed: ][added: ]

| | [removed: June 27, 2014] | | [removed: | |] July [removed: 3,] [added: 2,] 2015 | | | | [added: | |] July 1, 2016 | | | | [added: | |] June 30, 2017 | | | | [added: | |] June 29, 2018 | | | | [added: | |] June 28, 2019 | | | [added: | | | July 3, 2020 | | |]

| Dow Jones U.S. Technology Hardware & Equipment Index | [added: | |] $ | 100.00 | | | [added: | |] $ | [removed: 113.29] [added: 92.31] | | | [added: | |] $ | [removed: 104.58] [added: 130.38] | | | [added: | |] $ | [removed: 147.70] [added: 169.84] | | | [added: | |] $ | [removed: 192.40] [added: 183.12] | | | [added: | |] $ | [removed: 207.45] [added: 266.37] | |

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.*

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| Western Digital Corporation | | | $ | 100.00 | | | | | $ | 59.58 | | | | | $ | 116.72 | | | | | $ | 104.45 | | | | | $ | 67.05 | | | | | $ | 61.61 | |

| S&P 500 Index | | | $ | 100.00 | | | | | $ | 103.99 | | | | | $ | 122.60 | | | | | $ | 140.23 | | | | | $ | 154.83 | | | | | $ | 166.45 | |

There were no repurchases by us of shares of our common stock during the quarter ended June 28, 2019.

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| Western Digital Corporation | $ | 100.00 | | | $ | 88.77 | | | $ | 52.89 | | | $ | 103.62 | | | $ | 92.72 | | | $ | 59.52 | |

| S&P 500 Index | $ | 100.00 | | | $ | 107.42 | | | $ | 111.71 | | | $ | 131.70 | | | $ | 150.64 | | | $ | 166.33 | |

This selected consolidated financial data should be read together with the Consolidated Financial Statements and related Notes contained in this Annual Report on Form [removed: 10‑K,] [added: 10-K,] as well as the section of this Annual Report on Form [removed: 10‑K] [added: 10-K] entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

| | [added: | | July 3, 2020 | | | | | |] June 28, 2019 | | | | [added: | |] June 29, 2018 | | | | [added: | |] June 30, 2017 | | | | [added: | |] July 1, 2016 | | | | [removed: July 3, 2015] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| | [added: | |] *(in millions, except per share and employee data)* | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Revenue, net | [added: | |] $ | [added: 16,736 | | | | | $ |] 16,569 | | | [added: | |] $ | 20,647 | | | [added: | |] $ | 19,093 | | | [added: | |] $ | 12,994 | | | [removed: $] | [removed: 14,572] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Gross profit | [added: | | 3,781 | | | | | |] 3,752 | | | | [added: | |] 7,705 | | | | [added: | |] 6,072 | | | | [added: | |] 3,435 | | | | [removed: 4,221] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Net income (loss) | [removed: (754] | | [removed: )] [added: (250)] | | [added: | | | | (754) | | | | | |] 675 | | | | [added: | |] 397 | | | | [added: | |] 242 | | | | [removed: 1,465] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Income (loss) per common share: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Basic | [added: | |] $ | [removed: (2.58] [added: (0.84)] | [removed: )] | | [added: | |] $ | [added: (2.58) | | | | | $ |] 2.27 | | | [added: | |] $ | 1.38 | | | [added: | |] $ | 1.01 | | | [removed: $] | [removed: 6.31] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Diluted | [added: | |] $ | [removed: (2.58] [added: (0.84)] | [removed: )] | | [added: | |] $ | [added: (2.58) | | | | | $ |] 2.20 | | | [added: | |] $ | 1.34 | | | [added: | |] $ | 1.00 | | | [removed: $] | [removed: 6.18] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Cash dividends declared per common share | [added: | |] $ | [removed: 2.00] [added: 1.50] | | | [added: | |] $ | 2.00 | | | [added: | |] $ | 2.00 | | | [added: | |] $ | 2.00 | | | [added: | |] $ | [removed: 1.80] [added: 2.00] | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| Working capital | [added: | |] $ | [added: 4,642 | | | | | $ |] 4,660 | | | [added: | |] $ | 6,182 | | | [added: | |] $ | 6,712 | | | [added: | |] $ | 5,635 | | | [removed: $] | [removed: 5,275] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Total assets | [added: | |] $ | [added: 25,662 | | | | | $ |] 26,370 | | | [added: | |] $ | 29,235 | | | [added: | |] $ | 29,860 | | | [added: | |] $ | 32,862 | | | [removed: $] | [removed: 15,170] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Long-term debt | [added: | |] $ | [added: 9,289 | | | | | $ |] 10,246 | | | [added: | |] $ | 10,993 | | | [added: | |] $ | 12,918 | | | [added: | |] $ | 13,660 | | | [removed: $] | [removed: 2,149] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Shareholders’ equity | [added: | |] $ | [added: 9,551 | | | | | $ |] 9,967 | | | [added: | |] $ | 11,531 | | | [added: | |] $ | 11,418 | | | [added: | |] $ | 11,145 | | | [removed: $] | [removed: 9,219] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Number of employees (1) | [added: | | 63,800 | | | | | |] 61,800 | | | | [added: | |] 71,600 | | | | [added: | |] 67,600 | | | | [added: | |] 72,900 | | | | [removed: 76,400] | | | [added: | | | | | | | | | | | | | | | | | | | |]

[removed: |] (1) [removed: |] Excludes temporary employees and contractors. [removed: |]

Results for [added: Kazan Networks, Inc.,] Tegile Systems, Inc., Upthere, Inc., [removed: SanDisk Corporation] and [removed: Amplidata NV,] [added: SanDisk Corporation,] which were acquired on September [added: 10, 2019, September] 15, 2017, August 25, [removed: 2017,] [added: 2017 and] May 12, [removed: 2016 and March 9, 2015,] [added: 2016,] respectively, are included in our operating results only after their respective dates of acquisition.

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| | Management’s Discussion and Analysis of Financial Conditions and Results of Operations |

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 years 2019, which ended on June 28, 2019, 2018, which ended on June 29, 2018, and 2017, which ended on June 30, 2017, are each comprised of 52 weeks, with all quarters presented consisting of 13 weeks.

Fiscal year 2020, which ends on July 3, 2020, will be comprised of 53 weeks, with the first quarter consisting of 14 weeks and the remaining quarters consisting of 13 weeks each.

Key Developments

*Flash Ventures*

Through our three business ventures with Toshiba Memory Corporation (“TMC”), referred to as “Flash Ventures”, we and TMC 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 Flash Ventures’ capital investments to the extent that Flash Ventures’ operating cash flow is insufficient to fund these investments.

Since its inception, Flash Ventures has been based in a manufacturing site in Yokkaichi, Japan, which currently includes five wafer fabrication facilities.

In May 2019, we entered into additional agreements with TMC 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 is expected in the second half of fiscal year 2020.

Meaningful output from K1 is not expected to begin until the first half of fiscal year 2021.

Our share of the initial commitment for K1 is expected to result in equipment investments, relocation costs and start-up costs totaling approximately $660 million, to be incurred primarily through the second half of fiscal year 2020.

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.

The flash industry is characterized by cyclicality as it responds to variations in customers’ demand for products and manages production capacity to meet that demand.

As technology conversions have matured and manufacturing yields have improved, flash supply has increased relative to demand.

As a result, average selling price per gigabyte of flash-based products has declined in recent quarters.

Flash Ventures has historically operated near 100% of its manufacturing capacity.

As a result of flash business conditions, we chose to temporarily reduce our utilization of our share of Flash Ventures’ manufacturing capacity at the Yokkaichi site to an abnormally low level through the end of fiscal year 2019 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 costs of $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.

Production levels at the Yokkaichi site have also been 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.

We expect the incident to result in a reduction of our flash wafer availability of less than 6 exabytes, the majority of which is expected to be contained in the first quarter of fiscal year 2020.

As a result of this power outage incident, we incurred aggregate charges of $145 million recorded in cost of revenue for the year ended June 28, 2019, which primarily consisted of the write-off of damaged inventory and unabsorbed manufacturing overhead costs.

We expect additional charges of less than $100 million to be recorded in cost of revenue by the end of the first quarter of fiscal 2020.

| | [added: | |] PAGE NO. | [added: | |]

| Consolidated Financial Statements: | | [added: | | | |]

| Report of Independent Registered Public Accounting Firm | [removed: [48](#sFF52B6750F38579BB0BEA38FE7A47B39)] | [added: | [51](#if9d16c209bad4b4282f4e8568b569b9d_88) | | |]

| Consolidated Balance Sheets — As of [added: July 3, 2020 and] June 28, 2019 [removed: and June 29, 2018] | [removed: [50](#sAD574D10400E5A64AABFF04F591121F4)] | [added: | [53](#if9d16c209bad4b4282f4e8568b569b9d_91) | | |]

| Consolidated Statements of Operations — Three Years Ended [removed: June 28, 2019] [added: July 3, 2020] | [removed: [51](#sE13759E4916A5BCAB9B4C17BA2CE2E7E)] | [added: | [54](#if9d16c209bad4b4282f4e8568b569b9d_97) | | |]

| Consolidated Statements of Comprehensive Income (Loss) — Three Years Ended [removed: June 28, 2019] [added: July 3, 2020] | [removed: [52](#sBE8494A185DA546CBD8E0702FED2D72D)] | [added: | [55](#if9d16c209bad4b4282f4e8568b569b9d_100) | | |]

| Consolidated Statements of Cash Flows — Three Years Ended [removed: June 28, 2019] [added: July 3, 2020] | [removed: [53](#s4572E305436D5485A5230498327C1C7D)] | [added: | [56](#if9d16c209bad4b4282f4e8568b569b9d_103) | | |]

| Consolidated Statements of Shareholders' Equity — Three Years Ended [removed: June 28, 2019] [added: July 3, 2020] | [removed: [54](#s8F383B502047559FB9A008460269429D)] | [added: | [57](#if9d16c209bad4b4282f4e8568b569b9d_109) | | |]

[removed: | Notes to Consolidated Financial Statements | [55](#s90A7A1E845D15EB391A9EC70C0F241DD) |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

We have audited the accompanying consolidated balance sheets of Western Digital Corporation and subsidiaries (the Company) as of [removed: June 28, 2019] [added: July 3, 2020] and June [removed: 29, 2018,] [added: 28, 2019,] the related consolidated statements of operations, comprehensive income (loss), [removed: shareholders’ equity, and] cash [removed: flows] [added: flows, and shareholders’ equity] for each of the years in the three-year period ended [removed: June 28, 2019,] [added: 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 [removed: June 28, 2019,] [added: 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 [removed: June 28, 2019] [added: July 3, 2020] and June [removed: 29, 2018,] [added: 28, 2019,] and the results of its operations and its cash flows for each of the years in the three-year period ended [removed: June 28, 2019,] [added: 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 [removed: June 28, 2019,] [added: July 3, 2020,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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 [removed: 9A, *Management’s] [added: 9A *Controls and Procedures - Management’s] Report on Internal Control over Financial Reporting*.

| | [added: | |] /s/ KPMG LLP | [added: | |]

[removed: WESTERN DIGITAL CORPORATION][added: Western Digital Corporation 401(k) Plan]

| | [added: | |] June 28, 2019 | | | | [removed: June 29, 2018] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| ASSETS | | | | | | | | [added: | | | | | | | | | | | | |]

| Current assets: | | | | | | | | [added: | | | | | | | | | | | | |]

| Cash and cash equivalents | [added: | |] $ | [removed: 3,455] [added: 3,048] | | | [added: | |] $ | [removed: 5,005] [added: 3,455] | | [added: | | | | | | | | |]

| Accounts receivable, net | [added: | | 2,379 | | | | | |] 1,204 | | | | [removed: 2,197] | | | [added: | | | | |]

| Inventories | [added: | | 3,070 | | | | | |] 3,283 | | | | [removed: 2,944] | | | [added: | | | | |]

| Other current assets | [added: | | 551 | | | | | |] 535 | | | | [removed: 492] | | | [added: | | | | |]

| Total current assets | [added: | | 9,048 | | | | | |] 8,477 | | | | [removed: 10,638] | | | [added: | | | | |]

| Property, plant and equipment, net | [added: | | 2,854 | | | | | |] 2,843 | | | | [removed: 3,095] | | | [added: | | | | |]

| Notes receivable and investments in Flash Ventures | [added: | | 1,875 | | | | | |] 2,791 | | | | [removed: 2,105] | | | [added: | | | | |]

| Goodwill | [added: | | 10,067 | | | | | |] 10,076 | | | | [removed: 10,075] | | | [added: | | | | |]

| Other intangible assets, net | [added: | | 941 | | | | | |] 1,711 | | | | [removed: 2,680] | | | [added: | | | | |]

| Other non-current assets | [added: | | 877 | | | | | |] 472 | | | | [removed: 642] | | | [added: | | | | |]

| Total assets | [added: | |] $ | [removed: 26,370] [added: 25,662] | | | [added: | |] $ | [removed: 29,235] [added: 26,370] | | [added: | | | | | | | | |]

| LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | [added: | | | | | | | | | | | | |]

| Current liabilities: | | | | | | | | [added: | | | | | | | | | | | | |]

| Accounts payable | [added: | |] $ | [removed: 1,567] [added: 1,945] | | | [added: | |] $ | [removed: 2,265] [added: 1,567] | | [added: | | | | | | | | |]

| Accounts payable to related parties | [added: | | 407 | | | | | |] 331 | | | | [removed: 259] | | | [added: | | | | |]

| Accrued expenses | [added: | |] 1,296 | | | | [removed: 1,274] | | [added: 1,296] | [added: | | | | | | | | | | |]

| Accrued compensation | [added: | | 472 | | | | | |] 347 | | | | [removed: 479] | | | [added: | | | | |]

| Current portion of long-term debt | [added: | | 286 | | | | | |] 276 | | | | [removed: 179] | | | [added: | | | | |]

| Total current liabilities | [added: | | 4,406 | | | | | |] 3,817 | | | | [removed: 4,456] | | | [added: | | | | |]

| Long-term debt | [added: | | 9,289 | | | | | |] 10,246 | | | | [removed: 10,993] | | | [added: | | | | |]

| Other liabilities | [added: | | 2,416 | | | | | |] 2,340 | | | | [removed: 2,255] | | | [added: | | | | |]

*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’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.

Santa Clara, California

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| Net income (loss) | | | $ | (250) | | | | | $ | (754) | | | | | $ | 675 | | | | | | | | | | | | | |

| Amortization of debt discounts | | | 40 | | | | | | 38 | | | | | | 221 | | | | | | | | | | | | | | |

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Irvine, California

August 27, 2019

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| Loss on convertible debt and related instruments | — | | | | — | | | | 5 | | |

| Investments in Flash Ventures | — | | | | — | | | | (20 | | ) |

| Excess tax benefits from employee stock plans | — | | | | — | | | | 119 | | |

| Proceeds from acquired call option | — | | | | — | | | | 61 | | |

| Settlement of convertible debt | — | | | | — | | | | (492 | | ) |

| Supplemental disclosure of non-cash investing and financing activities: | | | | | | | | | | | |

| Shares issued in conjunction with settlement of convertible notes | $ | — | | | $ | — | | | $ | 16 | |

| Shares received in conjunction with assumed call options | $ | — | | | $ | — | | | $ | (11 | ) |

| Balance at July 1, 2016 | 312 | | | $ | 3 | | | (28 | ) | | $ | (2,238 | ) | | $ | 4,429 | | | $ | 103 | | | $ | 8,848 | | | $ | 11,145 | |

| Employee stock plans | — | | | — | | | | 10 | | | 583 | | | | (472 | | ) | | — | | | | — | | | | 111 | | |

| Increase in excess tax benefits from employee stock plans | — | | | — | | | | — | | | — | | | | 104 | | | | — | | | | — | | | | 104 | | |

| Shares issued in conjunction with settlement of convertible notes | — | | | — | | | | — | | | — | | | | 16 | | | | — | | | | — | | | | 16 | | |

| Shares received in conjunction with assumed call options | — | | | — | | | | — | | | (11 | | ) | | — | | | | — | | | | — | | | | (11 | | ) |

| Dividends to shareholders | — | | | — | | | | — | | | — | | | | 35 | | | | — | | | | (612 | | ) | | (577 | | ) |

| Net unrealized gain on derivative contracts and available-for-sale securities | — | | | — | | | | — | | | — | | | | — | | | | 2 | | | | — | | | | 2 | | |

However, actual results could differ materially from these estimates.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

*Available-for-Sale Securities*

From time to time, the Company invests 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, with original maturities at purchase of more than three months.

These investments are classified as available-for-sale securities and included within other non-current assets in the Consolidated Balance Sheets.

Available-for-sale securities are stated at fair value with unrealized gains and losses included in accumulated other comprehensive income (loss), which is a component of shareholders’ equity.

Gains and losses on available-for-sale securities are recorded based on the specific identification method.

The Company evaluates the available-for-sale securities in an unrealized loss position for other-than-temporary impairment.

The amortized cost of available-for-sale securities is adjusted for amortization of premiums and accretion of discounts to maturity.

In addition, realized gains and losses are included in Other income (expense), net in the Consolidated Statements of Operations.

In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-01, “Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”).

ASU 2016-01 provides guidance related to accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments.

Marketable equity securities previously classified as available-for-sale equity investments are now measured and recorded at fair value with changes in fair value recorded within Other income (expense), net in the Consolidated Statements of Operations rather than as a component of Other comprehensive income as in prior years.

In addition, the FASB clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities.

The Company’s methodology for the estimates is based on several factors, including anticipated price decreases during the reseller holding period, resellers’ sell-through and inventory levels, estimated amounts to be reimbursed to qualifying customers, historical pricing information, historical and anticipated returns information and customer claim processing.

Prior to the adoption of the new revenue standard, the Company’s policy was to expense all contract acquisition costs as incurred.

The ability to predict the ultimate outcome of such matters involves judgments, estimates and inherent uncertainties.

KPMG LLP, our independent registered public accounting firm, which audited the Consolidated Financial Statements included in this Annual Report on Form [removed: 10‑K,] [added: 10-K,] has issued an audit report on our internal control over financial reporting.

There has been no change in our internal control over financial reporting during the fourth fiscal quarter ended [removed: June 28, 2019,] [added: July 3, 2020,] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There is incorporated herein by reference the information required by this Item included in the Company’s Proxy Statement for the [removed: 2019] [added: 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 [removed: June 28, 2019.][added: July 3, 2020.]

There is incorporated herein by reference the information required by this Item included in the Company’s Proxy Statement for the [removed: 2019] [added: 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 [removed: June 28, 2019.][added: July 3, 2020.]

There is incorporated herein by reference the information required by this Item included in the Company’s Proxy Statement for the [removed: 2019] [added: 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 [removed: June 28, 2019.][added: July 3, 2020.]

There is incorporated herein by reference the information required by this Item included in the Company’s Proxy Statement for the [removed: 2019] [added: 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 [removed: June 28, 2019.][added: July 3, 2020.]

There is incorporated herein by reference the information required by this Item included in the Company’s Proxy Statement for the [removed: 2019] [added: 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 [removed: June 28, 2019.][added: July 3, 2020.]

[removed: | (1) | *Financial] [added: (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. [removed: |]

[removed: | (2) | *Financial] [added: (2)*Financial] Statement Schedules.* [removed: |]

[removed: | (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. [removed: Accordingly, these representations and warranties may not describe the actual state of affairs at the date hereof and should not be relied upon. |]

| [removed: Exhibit Number] [added: Exhibit Number] | | [added: | | | |] Description | [added: | |]

| [3.1](http://www.sec.gov/Archives/edgar/data/106040/000095013706001502/a17011exv3w1.htm) | | [added: | | | |] 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) | [added: | |]

| [3.2](http://www.sec.gov/Archives/edgar/data/106040/000119312518153458/d577779dex31.htm) | | [added: | | | |] 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) | [added: | |]

| [removed: [4.1](https://www.sec.gov/Archives/edgar/data/106040/000010604019000058/wdc-2019q4ex41.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/106040/000010604020000049/wdc-2020q4ex21.htm)] | | [removed: Description] [added: | | | | Subsidiaries] of Western Digital [removed: Corporation’s Capital Stock†] [added: Corporation†] | [added: | |]

| [4.2](http://www.sec.gov/Archives/edgar/data/1000180/000110465913078765/a13-22405_3ex4d1.htm) | | [added: | | | |] 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) | [added: | |]

| [4.3](http://www.sec.gov/Archives/edgar/data/106040/000119312516588382/d154176dex41.htm) | | [added: | | | |] 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) | [added: | |]

| [4.4](http://www.sec.gov/Archives/edgar/data/106040/000119312518042423/d538323dex41.htm) | | [added: | | | |] 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) | [added: | |]

| [4.5](http://www.sec.gov/Archives/edgar/data/106040/000119312518042423/d538323dex42.htm) | | [added: | | | |] 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) | [added: | |]

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/106040/000119312518320967/d642144dex101.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/106040/000119312519292358/d829006dex101.htm)] | | [added: | | | |] Western Digital Corporation Amended and Restated 2017 Performance Incentive [removed: Plan (formerly named the Western Digital Corporation Amended and Restated 2004 Performance Incentive Plan),] [added: Plan,] amended and restated as of August [removed: 2, 2018] [added: 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 [removed: 7, 2018)*] [added: 14, 2019)*] | [added: | |]

| [removed: [10.1.1](http://www.sec.gov/Archives/edgar/data/106040/000010604018000010/wdc-2018q2ex1011.htm)] [added: [10.1.2](https://www.sec.gov/Archives/edgar/data/106040/000010604018000010/wdc-2018q2ex1013.htm)] | | [added: | | | |] Form of Notice of Grant of Stock [removed: Option] [added: Units] and [removed: Option] [added: Stock Unit Award] Agreement - Executives, under the Western Digital Corporation 2017 Performance Incentive Plan (Filed as Exhibit [removed: 10.1.1] [added: 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)* | [added: | |]

| [removed: [10.1.2](http://www.sec.gov/Archives/edgar/data/106040/000010604018000010/wdc-2018q2ex1012.htm)] [added: [10.1.3](https://www.sec.gov/Archives/edgar/data/106040/000010604018000010/wdc-2018q2ex1014.htm)] | | [added: | | | |] Form of Notice of Grant of Stock [removed: Option] [added: Units] and [removed: Option Agreement - Non-Executives,] [added: Stock Unit Award Agreement,] under the Western Digital Corporation 2017 Performance Incentive Plan (Filed as Exhibit [removed: 10.1.2] [added: 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)* | [added: | |]

| [removed: [10.1.3](http://www.sec.gov/Archives/edgar/data/106040/000010604018000010/wdc-2018q2ex1013.htm)] [added: [10.1.9](http://www.sec.gov/Archives/edgar/data/106040/000010604016000019/wdc-010116xexhibit1013.htm)] | | [added: | | | |] Form of Notice of Grant of Stock Units and Stock Unit Award Agreement - Executives, [added: as amended on November 3, 2015,] under the Western Digital Corporation [removed: 2017] [added: Amended and Restated 2004] Performance Incentive Plan [added: (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 [removed: 6, 2018)*] [added: 10, 2016)*] | [added: | |]

| [removed: [10.1.4](http://www.sec.gov/Archives/edgar/data/106040/000010604018000010/wdc-2018q2ex1014.htm)] [added: [10.1.4](https://www.sec.gov/Archives/edgar/data/106040/000010604018000034/wdc-2019q1ex101.htm)] | | [added: | | | |] Form of Notice of Grant of [added: Performance] Stock Units and [added: Performance] Stock Unit Award [removed: Agreement,] [added: Agreement - Financial Measures,] under the Western Digital Corporation 2017 Performance Incentive Plan (Filed as Exhibit [removed: 10.1.4] [added: 10.1] to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on [removed: February] [added: November] 6, 2018)* | [added: | |]

| [removed: [10.1.5](http://www.sec.gov/Archives/edgar/data/106040/000010604018000010/wdc-2018q2ex1015.htm)] [added: [10.1.5](https://www.sec.gov/Archives/edgar/data/106040/000010604018000034/wdc-2019q1ex102.htm)] | | [added: | | | |] Form of Notice of Grant of Performance Stock Units and Performance Stock Unit Award Agreement - [removed: Executives,] [added: TSR Measure,] under the Western Digital Corporation 2017 Performance Incentive Plan (Filed as Exhibit [removed: 10.1.5] [added: 10.2] to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on [removed: February] [added: November] 6, 2018)* | [added: | |]

| [removed: [10.1.6](http://www.sec.gov/Archives/edgar/data/106040/000010604018000034/wdc-2019q1ex101.htm)] [added: [10.1.6](https://www.sec.gov/Archives/edgar/data/106040/000010604019000075/wdc-2020q1ex101.htm)] | | [added: | | | |] 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 [removed: 6, 2018)*] [added: 12, 2019)*] | [added: | |]

| [removed: [10.1.7](http://www.sec.gov/Archives/edgar/data/106040/000010604018000034/wdc-2019q1ex102.htm)] [added: [10.1.7](https://www.sec.gov/Archives/edgar/data/106040/000010604019000075/wdc-2020q1ex102.htm)] | | [added: | | | |] 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 [removed: 6, 2018)*] [added: 12, 2019)*] | [added: | |]

| [10.1.8](http://www.sec.gov/Archives/edgar/data/106040/000010604016000019/wdc-010116xexhibit1011.htm) | | [added: | | | |] 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)* | [added: | |]

| [removed: [10.1.9](http://www.sec.gov/Archives/edgar/data/106040/000010604016000019/wdc-010116xexhibit1012.htm)] [added: [10.1.10](http://www.sec.gov/Archives/edgar/data/106040/000010604016000019/wdc-010116xexhibit1014.htm)] | | [added: | | | |] Form of Notice of Grant of Stock [removed: Option] [added: Units] and [removed: Option Agreement - Non-Executives,] [added: 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 [removed: 10.1.2] [added: 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)* | [added: | |]

| [removed: [10.1.10](http://www.sec.gov/Archives/edgar/data/106040/000010604016000019/wdc-010116xexhibit1013.htm)] [added: [10.1.1](https://www.sec.gov/Archives/edgar/data/106040/000095012311093040/c22815exv10w2.htm)] | | [added: | | | |] Form of Notice of Grant of Stock [removed: Units] [added: Option] and [removed: Stock Unit Award] [added: Option] Agreement - Executives, [removed: 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 [removed: 10.1.3] [added: 10.2] to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on [removed: February 10, 2016)*] [added: October 28, 2011)*] | [added: | |]

| [removed: [10.1.11](http://www.sec.gov/Archives/edgar/data/106040/000010604016000019/wdc-010116xexhibit1014.htm)] [added: [10.1.14](https://www.sec.gov/Archives/edgar/data/106040/000010604018000034/wdc-2019q1ex104.htm)] | | [added: | | | |] Form of Notice of Grant of [added: Restricted] Stock Units and [added: Restricted] Stock Unit Award [removed: Agreement, as amended on November 3, 2015,] [added: Agreement] under the Western Digital Corporation [removed: Amended and Restated 2004 Performance Incentive Plan (now named the Western Digital Corporation] 2017 Performance Incentive [removed: Plan)] [added: Plan] (Filed as Exhibit [removed: 10.1.4] [added: 10.4] to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on [removed: February 10, 2016)*] [added: November 6, 2018)*] | [added: | |]

| [removed: [10.1.12](http://www.sec.gov/Archives/edgar/data/106040/000010604015000014/wdc-100215xexhibit102.htm)] [added: [10.1.12](https://www.sec.gov/Archives/edgar/data/106040/000010604018000034/wdc-2019q1ex103.htm)] | | [added: | | | |] Form of Notice of Grant of [removed: Performance] [added: Restricted] Stock Units and [removed: Performance] [added: Restricted] Stock Unit Award Agreement [removed: for Mark Long, dated September 17, 2015, under the Western Digital Corporation Amended] [added: - Vice President] and [removed: Restated 2004 Performance Incentive Plan (now named] [added: Above under] the Western Digital Corporation 2017 Performance Incentive [removed: Plan)] [added: Plan] (Filed as Exhibit [removed: 10.2] [added: 10.3] to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on November [removed: 10, 2015)*] [added: 6, 2018)*] | [added: | |]

| [removed: [10.1.13](http://www.sec.gov/Archives/edgar/data/106040/000010604016000022/wdc-040116xexhibit1011.htm)] [added: [10.1.13](https://www.sec.gov/Archives/edgar/data/106040/000010604019000075/wdc-2020q1ex103.htm)] | | [added: | | | |] Form of Notice of Grant of [removed: Performance] [added: Restricted] Stock Units and [removed: Performance] [added: Restricted] Stock Unit Award Agreement [removed: (revised March 2016) under the Western Digital Corporation Amended] [added: - Vice President] and [removed: Restated 2004 Performance Incentive Plan (now named] [added: Above under] the Western Digital Corporation 2017 Performance Incentive [removed: Plan)] [added: Plan] (Filed as Exhibit [removed: 10.1] [added: 10.3] to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on [removed: May 9, 2016)*] [added: November 12, 2019)*] | [added: | |]

| [removed: [10.1.14](http://www.sec.gov/Archives/edgar/data/106040/000119312512449441/d419625dex105.htm)] [added: [10.1.11](https://www.sec.gov/Archives/edgar/data/106040/000010604018000010/wdc-2018q2ex102.htm)] | | [removed: Western Digital Corporation Amended and Restated 2004 Performance Incentive Plan (now named the] [added: | | | |] Western Digital Corporation 2017 Performance Incentive [removed: Plan)] [added: Plan] Non-Employee Director [removed: Option] [added: Restricted Stock Unit] Grant Program, as amended [removed: September 6, 2012, and Form of Notice of Grant of Stock Option and Option Agreement - Non-Employee Directors] [added: November 1, 2017] (Filed as Exhibit [removed: 10.5] [added: 10.2] to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on [removed: November 2, 2012)*] [added: February 6, 2018)*] | [added: | |]

| [removed: [10.1.15](http://www.sec.gov/Archives/edgar/data/106040/000010604018000010/wdc-2018q2ex102.htm)] [added: [10.3](https://www.sec.gov/Archives/edgar/data/106040/000119312518320967/d642144dex102.htm)] | | [added: | | | |] Western Digital Corporation [removed: 2017 Performance Incentive Plan Non-Employee Director Restricted] [added: Amended and Restated 2005 Employee] Stock [removed: Unit Grant Program,] [added: Purchase Plan,] as amended [removed: November 1, 2017] [added: August 2, 2018] (Filed as Exhibit 10.2 to the Company’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] (File No. 1-08703) with the Securities and Exchange Commission on [removed: February 6,] [added: November 7,] 2018)* | [added: | |]

| [removed: [10.1.16](http://www.sec.gov/Archives/edgar/data/106040/000010604018000034/wdc-2019q1ex103.htm)] [added: [10.1.16](https://www.sec.gov/Archives/edgar/data/106040/000010604020000024/wdc-2020q3ex103.htm)] | | [removed: Form of] [added: | | | |] Notice of Grant of [removed: Restricted] [added: Performance] Stock Units and [removed: Restricted] [added: Performance] Stock Unit Award [removed: Agreement - Vice President and Above under the Western Digital Corporation 2017 Performance Incentive Plan] [added: – 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 [removed: November 6, 2018)*] [added: May 8, 2020)*] | [added: | |]

| [removed: [10.1.17](http://www.sec.gov/Archives/edgar/data/106040/000010604018000034/wdc-2019q1ex104.htm)] [added: [10.1.15](https://www.sec.gov/Archives/edgar/data/106040/000010604020000024/wdc-2020q3ex102.htm)] | | [removed: Form of] [added: | | | |] Notice of Grant of Restricted Stock Units and Restricted Stock Unit Award Agreement [removed: under the Western Digital Corporation 2017 Performance Incentive Plan] [added: – CEO Sign-On Award] (Filed as Exhibit [removed: 10.4] [added: 10.2] to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on [removed: November 6, 2018)*] [added: May 8, 2020)*] | [added: | |]

| [removed: [10.1.18](http://www.sec.gov/Archives/edgar/data/106040/000010604015000010/wdc7315ex1018.htm)] [added: [10.6](https://www.sec.gov/Archives/edgar/data/106040/000119312515366646/d55959dex102.htm)] | | [added: | | | |] Western Digital Corporation [removed: Incentive Compensation Plan, as] Amended and Restated [removed: August 5,] [added: Change of Control Severance Plan, amended and restated as of November 3,] 2015 (Filed as Exhibit [removed: 10.1.8] [added: 10.2] to the Company’s [removed: Annual] [added: Current] Report on Form [removed: 10‑K] [added: 8-K] (File No. 1-08703) with the Securities and Exchange Commission on [removed: August 21,] [added: November 5,] 2015)* | [added: | |]

| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/106040/000119312518320967/d642144dex102.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/106040/000010604019000058/wdc-2019q4ex41.htm)] | | [added: | | | | Description of] Western Digital [removed: Corporation Amended and Restated 2005 Employee] [added: Corporation’s Capital] Stock [removed: Purchase Plan, as amended August 2, 2018] (Filed as Exhibit [removed: 10.2] [added: 4.1] to the Company’s [removed: Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-K] (File No. 1-08703) with the Securities and Exchange Commission on [removed: November 7, 2018)*] [added: August 27, 2019)] | [added: | |]

| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/106040/000119312516593317/d194750dex42.htm)] [added: [10.4](https://www.sec.gov/Archives/edgar/data/106040/000119312516593317/d194750dex42.htm)] | | [added: | | | |] 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)* | [added: | |]

| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/106040/000119312512449441/d419625dex104.htm)] [added: [10.5](https://www.sec.gov/Archives/edgar/data/106040/000119312512449441/d419625dex104.htm)] | | [added: | | | |] 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)* | [added: | |]

| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/106040/000119312515366646/d55959dex102.htm)] [added: [10.7](https://www.sec.gov/Archives/edgar/data/106040/000010604017000007/wdc-2017q2ex103executivese.htm)] | | [added: | | | |] Western Digital Corporation [removed: Amended and Restated Change of Control] [added: Executive] Severance Plan, amended and restated as of [removed: November 3, 2015] [added: February 2, 2017] (Filed as Exhibit [removed: 10.2] [added: 10.3] to the Company’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] (File No. 1-08703) with the Securities and Exchange Commission on [removed: November 5, 2015)*] [added: February 7, 2017)*] | [added: | |]

| [removed: [10.6](http://www.sec.gov/Archives/edgar/data/106040/000010604017000007/wdc-2017q2ex103executivese.htm)] [added: [10.20](http://www.sec.gov/Archives/edgar/data/106040/000010604018000010/wdc-2018q2ex106.htm)] | | [removed: Western Digital Corporation Executive Severance Plan, amended] [added: | | | | FAL Commitment] and [removed: restated] [added: Extension Agreement, dated] as of [removed: February 2, 2017] [added: December 12, 2017, by and among Western Digital Corporation, SanDisk LLC, SanDisk (Ireland) Limited and Toshiba Memory Corporation] (Filed as Exhibit [removed: 10.3] [added: 10.6] to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on February [removed: 7, 2017)*] [added: 6, 2018)#] | [added: | |]

| [removed: [10.7](http://www.sec.gov/Archives/edgar/data/106040/000089256902002190/a85682exv10w4.txt)] [added: [10.8](https://www.sec.gov/Archives/edgar/data/106040/000089256902002190/a85682exv10w4.txt)] | | [added: | | | |] 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)* | [added: | |]

| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/106040/000089256902002190/a85682exv10w5.txt)] [added: [10.9](https://www.sec.gov/Archives/edgar/data/106040/000089256902002190/a85682exv10w5.txt)] | | [added: | | | |] 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)* | [added: | |]

| [removed: [10.9](http://www.sec.gov/Archives/edgar/data/106040/000010604018000029/wdc-2018q4ex1010.htm)] [added: [10.10](https://www.sec.gov/Archives/edgar/data/106040/000010604018000029/wdc-2018q4ex1010.htm)] | | [added: | | | |] 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)* | [added: | |]

| [removed: [10.10](http://www.sec.gov/Archives/edgar/data/106040/000010604019000028/wdc-2019q3ex101.htm)] [added: [10.11](https://www.sec.gov/Archives/edgar/data/106040/000010604020000024/wdc-2020q3ex101.htm)] | | [added: | | | |] Offer Letter, dated as of [removed: April 1, 2019,] [added: February 18, 2020,] to [removed: Robert Eulau] [added: 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 [removed: 7, 2019)*] [added: 8, 2020)*] | [added: | |]

| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/106040/000010604016000022/wdc-040116xexhibit104.htm)] [added: [10.13](http://www.sec.gov/Archives/edgar/data/106040/000010604016000022/wdc-040116xexhibit104.htm)] | | [added: | | | |] 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) | [added: | |]

(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.

Accordingly, these representations and warranties may not describe the actual state of affairs at the date hereof and should not be relied upon.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Exhibit Number | | | | | | Description | | |

| [10.2](https://www.sec.gov/Archives/edgar/data/106040/000010604019000075/wdc-2020q1ex104.htm) | | | | | | 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)* | | |

| [10.12](https://www.sec.gov/Archives/edgar/data/106040/000010604020000049/wdc-2020q4ex1012.htm) | | | | | | Retention Agreement, dated April 1, 2020, with Michael Cordano†* | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Exhibit Number | | | | | | Description | | |

| [10.13.10](https://www.sec.gov/Archives/edgar/data/106040/000010604020000049/wdc-2020q4ex101310.htm) | | | | | | 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† | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Exhibit Number | | | | | | Description | | |

| | | | | | | | | |

| 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. | | |

| 104 | | | | | | Cover Page Interactive Data File - formatted in Inline XBRL and contained in Exhibit 101 | | |

| | |

| --- | --- |

| | | |

| --- | --- | --- |

| [10.11](https://www.sec.gov/Archives/edgar/data/106040/000010604019000058/wdc-2019q4ex1012.htm) | | Severance Agreement, dated as of June 15, 2019, by and between Western Digital Corporation and Mark Long*† |

| [10.23](http://www.sec.gov/Archives/edgar/data/106040/000010604018000010/wdc-2018q2ex109.htm) | | 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)# |

| [21](https://www.sec.gov/Archives/edgar/data/106040/000010604019000058/wdc-2019q4ex21.htm) | | Subsidiaries of Western Digital Corporation† |

| 101.INS | | XBRL Instance Document† |

| | [added: | |] WESTERN DIGITAL CORPORATION | | [added: | | | | | | |]

| [added: Robert K. Eulau] | [removed: By:] | [removed: /s/ ROBERT K. EULAU] | [added: | | | | | | | | | | | |]

| | | [added: | | | |] (Principal [removed: Financial Officer and Principal] Accounting Officer) | [added: | | | | |]

Dated: August 27, [removed: 2019][added: 2020]

| Signature | | [added: | | | |] Title | | [added: | | | |] Date | [added: | |]

| /s/ [removed: STEPHEN D. MILLIGAN] [added: David V. Goeckeler] | | [added: | | | |] Chief Executive Officer, Director (Principal Executive Officer) | | [added: | | | |] August 27, [removed: 2019] [added: 2020] | [added: | |]

| /s/ [removed: ROBERT] [added: Robert] K. [removed: EULAU] [added: Eulau] | | [added: | | | | Executive Vice President and] Chief Financial Officer (Principal Financial [removed: Officer and Principal Accounting] Officer) | | [added: | | | |] August 27, [removed: 2019] [added: 2020] | [added: | |]

| /s/ [removed: MATTHEW] [added: Matthew] E. [removed: MASSENGILL] [added: Massengill] | | [added: | | | |] Chairman of the Board | | [added: | | | |] August 27, [removed: 2019] [added: 2020] | [added: | |]

| Matthew E. Massengill | | | | | [added: | | | | | | | | | |]

| /s/ [removed: KIMBERLY] [added: Kimberly] E. [removed: ALEXY] [added: Alexy] | | [added: | | | |] Director | | [added: | | | |] August 27, [removed: 2019] [added: 2020] | [added: | |]

| Kimberly E. Alexy | | | | | [added: | | | | | | | | | |]

| /s/ [removed: MARTIN] [added: Martin] I. [removed: COLE] [added: Cole] | | [added: | | | |] Director | | [added: | | | |] August 27, [removed: 2019] [added: 2020] | [added: | |]

| Martin I. Cole | | | | | [added: | | | | | | | | | |]

| /s/ [removed: KATHLEEN] [added: Kathleen] A. [removed: COTE] [added: Cote] | | [added: | | | |] Director | | [added: | | | |] August 27, [removed: 2019] [added: 2020] | [added: | |]

| Kathleen A. Cote | | | | | [added: | | | | | | | | | |]

| /s/ [removed: TUNҪ DOLUCA] [added: Tunҫ Doluca] | | [added: | | | |] Director | | [added: | | | |] August 27, [removed: 2019] [added: 2020] | [added: | |]