SEC Form 10-Q filed by Western Digital Corporation

4/29/24 6:55:39 PM ET

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 29, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 1-8703

WESTERN DIGITAL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

33-0956711

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer Identification No.)

5601 Great Oaks Parkway

San Jose,

California

95119

(Address of principal executive offices)

(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:


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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

☒

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

As of the close of business on April 22, 2024, 326,524,668 shares of common stock, par value $0.01 per share, were outstanding.

WESTERN DIGITAL CORPORATION

INDEX


		PAGE NO.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets — As of March 29, 2024 and June 30, 2023	6
	Condensed Consolidated Statements of Operations — Three and Nine Months Ended March 29, 2024 and March 31, 2023	7
	Condensed Consolidated Statements of Comprehensive Loss — Three and Nine Months Ended March 29, 2024 and March 31, 2023	8
	Condensed Consolidated Statements of Cash Flows — Nine Months Ended March 29, 2024 and March 31, 2023	9
	Condensed Consolidated Statements of Convertible Preferred Stock and Shareholders' Equity — Nine Months Ended March 29, 2024 and March 31, 2023	10
	Notes to Condensed Consolidated Financial Statements	12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	59
Item 4.	Controls and Procedures	59

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	60
Item 1A.	Risk Factors	60



Item 5.	Other Information	60
Item 6.	Exhibits	61

Unless otherwise indicated, references herein to specific years and quarters are to our fiscal years and fiscal quarters, and references to financial information are on a consolidated basis. As used herein, the terms “we,” “us,” “our,” the “Company,” “WDC” and “Western Digital” refer to Western Digital Corporation and its subsidiaries, unless we state, or the context indicates, otherwise.

WDC, a Delaware corporation, is the parent company of our data storage business. Our principal executive offices are located at 5601 Great Oaks Parkway, San Jose, California 95119. Our telephone number is (408) 717-6000.

Western Digital, the Western Digital logo, SanDisk, and WD are registered trademarks or trademarks of Western Digital or its affiliates in the U.S. and/or other countries. All other trademarks, registered trademarks and/or service marks, indicated or otherwise, are the property of their respective owners.


	March 29, 2024		June 30, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	1,894	$	2,023
Accounts receivable, net	1,800		1,598
Inventories	3,215		3,698
Other current assets	623		567
Total current assets	7,532		7,886
Property, plant and equipment, net	3,253		3,620
Notes receivable and investments in Flash Ventures	1,099		1,410
Goodwill	10,034		10,037
Other intangible assets, net	78		80
Other non-current assets	1,805		1,513
Total assets	$	23,801	$	24,546
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,400	$	1,293
Accounts payable to related parties	310		292
Accrued expenses	972		1,288
Income taxes payable	476		999
Accrued compensation	445		349
Current portion of long-term debt	450		1,213
Total current liabilities	4,053		5,434
Long-term debt	7,318		5,857
Other liabilities	1,433		1,415
Total liabilities	12,804		12,706
Commitments and contingencies (Notes 9, 10, 12 and 16)
Convertible preferred stock, $0.01 par value; authorized — 5 shares; issued and outstanding — 1 shares; aggregate liquidation preference of $968 and $924, respectively	876		876
Shareholders’ equity:

Common stock, $0.01 par value; authorized — 450 shares; issued and outstanding — 326 shares and 322 shares, respectively	3		3
Additional paid-in capital	4,018		3,936
Accumulated other comprehensive loss	(636)		(548)
Retained earnings	6,736		7,573
Total shareholders’ equity	10,121		10,964
Total liabilities, convertible preferred stock and shareholders’ equity	$	23,801	$	24,546


	Three Months Ended				Nine Months Ended
	March 29, 2024		March 31, 2023		March 29, 2024		March 31, 2023
Revenue, net	$	3,457	$	2,803	$	9,239	$	9,646
Cost of revenue	2,456		2,517		7,647		7,851
Gross profit	1,001		286		1,592		1,795
Operating expenses:
Research and development	494		476		1,369		1,551
Selling, general and administrative	203		242		608		739
Employee termination, asset impairment, and other	8		40		89		140
Business separation costs	23		—		59		—
Total operating expenses	728		758		2,125		2,430
Operating income (loss)	273		(472)		(533)		(635)
Interest and other expense:
Interest income	10		10		30		15
Interest expense	(108)		(80)		(314)		(223)
Other income, net	3		14		54		27
Total interest and other expense, net	(95)		(56)		(230)		(181)
Income (loss) before taxes	178		(528)		(763)		(816)
Income tax expense	43		43		74		159
Net income (loss)	135		(571)		(837)		(975)
Less: cumulative dividends allocated to preferred shareholders	15		9		44		9
Less: income attributable to preferred shareholders	7		—		—		—
Net income (loss) attributable to common shareholders	$	113	$	(580)	$	(881)	$	(984)

Net income (loss) per common share:
Basic	$	0.35	$	(1.82)	$	(2.72)	$	(3.09)
Diluted	$	0.34	$	(1.82)	$	(2.72)	$	(3.09)

Weighted average shares outstanding:
Basic	326		319		324		318
Diluted	335		319		324		318


	Convertible Preferred Stock			Common Stock			Additional Paid-In Capital	Accumulated Other Comprehensive Loss		Retained Earnings		Total Shareholders’ Equity
	Shares	Amount		Shares	Amount
Balance at June 30, 2023	1	$	876	322	$	3		$	3,936	$	(548)	$	7,573	$	10,964
Net loss	—	—		—	—			—		—		(685)		(685)

Employee stock plans	—	—		2	—			(43)		—		—		(43)
Stock-based compensation	—	—		—	—			77		—		—		77








Foreign currency translation adjustment	—	—		—	—			—		(38)		—		(38)
Net unrealized loss on derivative contracts	—	—		—	—			—		(45)		—		(45)
Balance at September 29, 2023	1	$	876	324	$	3		$	3,970	$	(631)	$	6,888	$	10,230
Net loss	—	—		—	—			—		—		(287)		(287)
Employee stock plans	—	—		2	—			33		—		—		33
Stock-based compensation	—	—		—	—			72		—		—		72







Purchase of capped calls related to the issuance of convertible notes, net of tax	—	—		—	—			(118)		—		—		(118)

Foreign currency translation adjustment	—	—		—	—			—		58		—		58
Net unrealized gain on derivative contracts	—	—		—	—			—		80		—		80
Balance at December 29, 2023	1	$	876	326	$	3		$	3,957	$	(493)	$	6,601	$	10,068
Net income	—	—		—	—			—		—		135		135

Employee stock plans	—	—		—	—			(16)		—		—		(16)
Stock-based compensation	—	—		—	—			77		—		—		77








Foreign currency translation adjustment	—	—		—	—			—		(75)		—		(75)
Net unrealized loss on derivative contracts	—	—		—	—			—		(68)		—		(68)
Balance at March 29, 2024	1	$	876	326	$	3		$	4,018	$	(636)	$	6,736	$	10,121


	Flash		HDD		Total
	(in millions)
Balance at June 30, 2023	$	5,716	$	4,321	$	10,037

Foreign currency translation adjustment	(2)		(1)		(3)

Balance at March 29, 2024	$	5,714	$	4,320	$	10,034


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















Balance at June 30, 2023	$	(2)	$	(389)	$	(157)	$	(548)
Other comprehensive loss before reclassifications	—		(55)		(196)		(251)
Amounts reclassified from accumulated other comprehensive loss	—		—		151		151
Income tax benefit related to items of other comprehensive loss	—		1		11		12
Net current-period other comprehensive loss	—		(54)		(34)		(88)
Balance at March 29, 2024	$	(2)	$	(443)	$	(191)	$	(636)


	March 29, 2024
	Level 1		Level 2		Level 3		Total
	(in millions)
Assets:

Cash equivalents - Money market funds	$	333	$	—	$	—	$	333



Short-term investments - Certificates of deposit	27		—		—		27














Foreign exchange contracts	—		9		—		9


Total assets at fair value	$	360	$	9	$	—	$	369
Liabilities:
Foreign exchange contracts	$	—	$	142	$	—	$	142


Total liabilities at fair value	$	—	$	142	$	—	$	142


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

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


















Foreign exchange contracts	—		35		—		35


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


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


	March 29, 2024				June 30, 2023
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(in millions)
1.50% convertible notes due 2024	$	—	$	—	$	1,099	$	1,067
Variable interest rate Delayed Draw Term Loan due 2024	300		300		—		—
4.75% senior unsecured notes due 2026	2,295		2,253		2,293		2,193
Variable interest rate Term Loan A-2 maturing 2027	2,615		2,556		2,687		2,661
3.00% convertible notes due 2028	1,566		2,351		—		—
2.85% senior notes due 2029	496		436		496		400
3.10% senior notes due 2032	496		403		495		371
Total	$	7,768	$	8,299	$	7,070	$	6,692


	March 29, 2024
	(in millions)
Notes receivable	$	556
Equity investments	543
Operating lease guarantees	1,431
Inventory and prepayments	1,046
Maximum estimable loss exposure	$	3,576


	Lease Amounts
	(Japanese yen, in billions)		(U.S. dollar, in millions)
Total guarantee obligations	¥	216	$	1,431



	Three Months Ended				Nine Months Ended
	March 29, 2024		March 31, 2023		March 29, 2024		March 31, 2023
	(in millions)





Revenue by end market
Cloud	$	1,553	$	1,205	$	3,496	$	4,258
Client	1,174		975		3,443		3,293
Consumer	730		623		2,300		2,095
Total revenue	$	3,457	$	2,803	$	9,239	$	9,646

Revenue by geography
Asia	$	1,740	$	1,353	$	4,990	$	4,533
Americas	1,154		935		2,620		3,448
Europe, Middle East and Africa	563		515		1,629		1,665
Total revenue	$	3,457	$	2,803	$	9,239	$	9,646


	March 29, 2024		June 30, 2023
	(in millions)
Inventories:
Raw materials and component parts	$	1,666	$	2,096
Work-in-process	1,045		979
Finished goods	504		623
Total inventories	$	3,215	$	3,698


	March 29, 2024		June 30, 2023
	(in millions)
Property, plant and equipment:
Land	$	235	$	269
Buildings and improvements	1,826		1,955
Machinery and equipment	8,655		8,704
Computer equipment and software	473		470
Furniture and fixtures	54		54
Construction-in-process	793		798
Property, plant and equipment, gross	12,036		12,250
Accumulated depreciation	(8,783)		(8,630)
Property, plant and equipment, net	$	3,253	$	3,620


Annual Installments	Payment of Principal Amortization		Purchase Option Exercise Price at Final Lease Terms		Guarantee Amount
	(in millions)
Remaining three months of 2024	$	110	$	27	$	137
2025	290		79		369
2026	359		119		478
2027	154		101		255
2028	50		97		147
2029	6		39		45
Total guarantee obligations	$	969	$	462	$	1,431


	Lease Amounts
	($ in millions)
Minimum lease payments by year:
Remaining three months of 2024	$	17
2025	67
2026	68
2027	60
2028	52
Thereafter	329
Total future minimum lease payments	593
Less: Imputed interest	164
Present value of lease liabilities	429
Less: Current portion (included in Accrued expenses)	47
Long-term operating lease liabilities (included in Other liabilities )	$	382

Operating lease right-of-use assets (included in Other non-current assets)	$	408

Weighted average remaining lease term in years	10.0
Weighted average discount rate	6.0		%


	Long-Term Commitments
	(in millions)
Year:
Remaining three months of 2024	$	45
2025	172
2026	96
2027	59
2028	20
Thereafter	130
Total	$	522


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

RSUs and PSUs (1)	$	454	2.4
ESPP	33		0.7
Total unamortized compensation cost	$	487


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






























Options outstanding at June 30, 2023	0.3	$	44.95	0.10



Canceled or expired	(0.3)	44.95
Options outstanding at March 29, 2024	—	$	—


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






























RSUs and PSUs outstanding at June 30, 2023	13.8	$	46.56
Granted	5.7	38.31

Vested	(4.9)	47.62		$	228
Forfeited	(1.4)	45.76
RSUs and PSUs outstanding at March 29, 2024	13.2	$	43.36


Accrual balance at June 30, 2023	$	1,021
Gross increases related to current year tax positions	23
Gross increases related to prior year tax positions	56
Gross decreases related to prior year tax positions	(28)
Settlements	(363)
Lapse of statute of limitations	(1)
Accrual balance at March 29, 2024	$	708


	Employee Termination Benefits		Contract Termination and Other		Total
	(in millions)
Accrual balance at June 30, 2023	$	31	$	5	$	36
Charges	44		31		75
Cash payments	(74)		(9)		(83)

Accrual balance at March 29, 2024	$	1	$	27	$	28


	Three Months Ended March 31, 2023
Condensed Consolidated Statement of Operations	As Previously Reported		Adjustment		As Revised
	(in millions, except per share amounts)









Operating loss	$	(472)	$	—	$	(472)
Interest and other expense:
Interest income	10		—		10
Interest expense	(80)		—		(80)
Other income, net	13		1		14
Total interest and other expense, net	(57)		1		(56)
Loss before taxes	(529)		1		(528)
Income tax expense	43		—		43
Net loss	(572)		1		(571)
Less: cumulative dividends allocated to preferred shareholders	9		—		9
Net loss attributable to common shareholders	$	(581)	$	1	$	(580)

Net loss per common share:
Basic	$	(1.82)	$	—	$	(1.82)
Diluted	$	(1.82)	$	—	$	(1.82)


	Nine Months Ended March 31, 2023
Condensed Consolidated Statement of Operations	As Previously Reported		Adjustment		As Revised
	(in millions, except per share amounts)








Operating loss	$	(635)	$	—	$	(635)
Interest and other expense:
Interest income	15		—		15
Interest expense	(223)		—		(223)
Other income, net	13		14		27
Total interest and other expense, net	(195)		14		(181)
Loss before taxes	(830)		14		(816)
Income tax expense	161		(2)		159
Net loss	(991)		16		(975)
Less: cumulative dividends allocated to preferred shareholders	9		—		9
Net loss attributable to common shareholders	$	(1,000)	$	16	$	(984)

Net loss per common share:
Basic	$	(3.14)	$	0.05	$	(3.09)
Diluted	$	(3.14)	$	0.05	$	(3.09)


	Three Months Ended March 31, 2023
Condensed Consolidated Statement of Comprehensive Loss	As Previously Reported		Adjustment		As Revised
	(in millions)
Net loss	$	(572)	$	1	$	(571)
Other comprehensive income, before tax:
Actuarial pension loss	(1)		—		(1)
Foreign currency translation adjustment	(7)		(1)		(8)
Net unrealized gain on derivative contracts	21		—		21
Total other comprehensive income, before tax	13		(1)		12
Income tax expense related to items of other comprehensive income, before tax	(6)		—		(6)
Other comprehensive income, net of tax	7		(1)		6
Total comprehensive loss	$	(565)	$	—	$	(565)

SEC Form 10-Q filed by Western Digital Corporation

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	Nine Months Ended March 31, 2023
Condensed Consolidated Statement of Cash Flows	As Previously Reported		Adjustment		As Revised
	(in millions)
Cash flows from operating activities
Net loss	$	(991)	$	16	$	(975)
Deferred income taxes	34		(4)		30
Other non-cash operating activities, net	6		(14)		(8)
Other assets and liabilities, net	(165)		2		(163)
Net cash used in operating activities	(340)		—		(340)


Condensed Consolidated Statement of Shareholders’ Equity	As Previously Reported		Adjustment		As Revised
	(in millions)
Retained earnings as of March 31, 2023	$	8,139	$	143	$	8,282


Accumulated other comprehensive loss as of March 31, 2023	(362)		(13)		(375)
Foreign currency translation adjustment for the three months ended March 31, 2023	(8)		(1)		(9)


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


Long-term debt, including current portion(1)	$	7,825	$	338	$	2,600	$	3,887	$	1,000
Interest on debt	1,151		79		734		238		100
Flash Ventures related commitments(2)	2,463		322		1,576		572		(7)
Operating leases	593		17		135		112		329
Purchase obligations and other commitments	522		45		268		79		130
Mandatory deemed repatriation tax	466		—		466		—		—
Total	$	13,020	$	801	$	5,779	$	4,888	$	1,552


Exhibit Number						Description
3.1						Amended and Restated Certificate of Incorporation of Western Digital Corporation, as amended to date (Filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on February 8, 2006)
3.2						Certificate of Designations, Preferences and Rights of Series A Convertible Perpetual Preferred Stock (Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 1-08703) with the Securities and Exchange Commission on February 1, 2023)
3.3						Amended and Restated By-Laws of Western Digital Corporation, as amended effective as of February 10, 2021 (Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 1-08703) with the Securities and Exchange Commission on February 12, 2021)



10.1						Joint Venture Restructure Agreement, dated as of January 29, 2009, by and among SanDisk Corporation, SanDisk (Ireland) Limited, SanDisk (Cayman) Limited, Toshiba Corporation, Flash Partners Limited and Flash Alliance Limited†#
10.2						Equity Purchase Agreement, dated as of March 4, 2024, by and among, SanDisk China Limited and JCET Management Co., Ltd.†



31.1						Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002†
31.2						Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002†
32.1						Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.2						Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH						XBRL Taxonomy Extension Schema Document†
101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document†
101.LAB						XBRL Taxonomy Extension Label Linkbase Document†
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document†
101.DEF						XBRL Taxonomy Extension Definition Linkbase Document†
104						Cover Page Interactive Data File - formatted in Inline XBRL and contained in Exhibit 101


			WESTERN DIGITAL CORPORATION

			By:			/s/ Gene Zamiska
						Gene Zamiska
						Senior Vice President, Global Accounting and Chief Accounting Officer
						(Principal Accounting Officer and Duly Authorized Officer)

Date	Price Target	Rating	Analyst
9/13/2024	$95.00 → $80.00	Buy	TD Cowen
8/1/2024		Buy → Hold	Summit Insights
5/14/2024	$90.00	Buy	Citigroup
4/26/2024	$85.00	Hold → Buy	The Benchmark Company
4/22/2024		Outperform → Mkt Perform	Raymond James
4/5/2024	$65.00 → $115.00	Neutral → Buy	Rosenblatt
3/27/2024	$80.00	Outperform	Evercore ISI
1/26/2024	$50.00 → $75.00	Outperform	TD Cowen