What changed in this filing

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Item 9A. Controls and Procedures

2021-08-27 compared with 2020-08-28 · 44 added, 35 removed, 201 unchanged (28% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

As required by SEC Rule 13a‑15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10‑K.

As required by Rule 13a‑15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10‑K.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report on Form 10‑K, our disclosure controls and procedures were effective.

10 unchanged sentences

There has been no change in our internal control over financial reporting during the fourth fiscal quarter ended July 2, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We are implementing an enterprise resource planning (“ERP”) system on a worldwide basis, which is expected to improve the efficiency of certain financial and related transactional processes.

The gradual implementation is expected to occur in phases over the next several years.

We have completed the implementation of certain processes, including the financial consolidation and reporting, fixed assets, supplier management and indirect procure-to-pay processes, and have revised and updated the related controls.

These changes did not materially affect our internal control over financial reporting.

As we implement the remaining functionality under this ERP system over the next several years, we will continue to assess the impact on our internal control over financial reporting.

In the third quarter of fiscal 2021, we substantially completed the initial implementation of our enterprise resource planning system on a worldwide basis.

These system changes resulted in the modification of certain processes and controls, but no changes materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Going forward, we expect to make routine enhancements and modifications in the normal course of business.

In addition, as noted previously, we are implementing new reporting modules and processes to provide more discrete information to support our new organizational structure.

As we implement these enhancements and modifications in future periods, we will continue to assess the impact on our internal control over financial reporting.

Inherent Limitations of Effectiveness of Controls

8 unchanged sentences

Other Information

Director, Executive Officers and Corporate Governance

On August 23, 2021, we entered into a Separation and General Release Agreement with Lori Sundberg, Executive Vice President and Chief Human Resources Officer (the “Separation Agreement”).

Sundberg has agreed to continue in an advisory capacity through October 1, 2021 to assist with the transition of her duties and responsibilities.

Pursuant to the Separation Agreement, Ms.

Sundberg will receive the Tier I severance benefits to which she is entitled pursuant to the terms and conditions of our Amended and Restated Executive Severance Plan, the material terms of which have been previously disclosed and a copy of which is filed as Exhibit 10.7 to this Annual Report on Form 10-K (the “Separation Benefits”).

Sundberg’s receipt of the Separation Benefits is subject to her non-revocation of a general release of claims included in the Separation Agreement and compliance with the terms of the Separation Agreement, including certain non-solicitation and cooperation provisions.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

There is incorporated herein by reference the information required by this Item included in the Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the close of the fiscal year ended July 2, 2021.

8 unchanged sentences

Principal Accounting Fees and Services

Principal Accountant Fees and Services

14 unchanged sentences

1-08703) with the Securities and Exchange Commission on February 8, 2006)

Amended and Restated By-Laws of Western Digital Corporation, as amended effective as of May 2, 2018 (Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

1-08703) with the Securities and Exchange Commission on May 7, 2018)

Description of Western Digital Corporation’s Capital Stock (Filed as Exhibit 4.1 to the Company’s Annual Report on Form 10-K (File No.

1-08703) with the Securities and Exchange Commission on August 27, 2019)

Indenture (including Form of 0.5% Convertible Senior Notes due 2020), dated as of October 29, 2013, by and between SanDisk Corporation and The Bank of New York Mellon Trust Company, N.A.

(Filed as Exhibit 4.1 to SanDisk Corporation’s Current Report on Form 8-K (File No.

000-26734) with the Securities and Exchange Commission on October 29, 2013)

First Supplemental Indenture to the Indenture filed as Exhibit 4.2 hereto, dated as of May 12, 2016, among SanDisk Corporation, The Bank of New York Mellon Trust Company, N.A., as trustee, and Western Digital Corporation (Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

1-08703) with the Securities and Exchange Commission on May 12, 2016)

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)

Description of Western Digital Corporation’s Capital Stock†

Indenture (including Form of 4.750% Senior Notes due 2026), dated as of February 13, 2018, among Western Digital Corporation;

6 unchanged sentences

333-222762) with the Securities and Exchange Commission on February 13, 2018)

Western Digital Corporation Amended and Restated 2017 Performance Incentive Plan, amended and restated as of August 7, 2019 (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

1-08703) with the Securities and Exchange Commission on November 14, 2019)*

Western Digital Corporation Amended and Restated 2017 Performance Incentive Plan, amended and restated as of August 11, 2020 (Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

1-08703) with the Securities and Exchange Commission on February 9, 2021)*

Form of Notice of Grant of Stock Option and Option Agreement - Executives, under the Western Digital Corporation Amended and Restated 2004 Performance Incentive Plan (now named the Western Digital Corporation 2017 Performance Incentive Plan) (Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.

12 unchanged sentences

1-08703) with the Securities and Exchange Commission on November 12, 2019)*

Form of Notice of Grant of Stock Option and Option Agreement - Executives, as amended on November 3, 2015, under the Western Digital Corporation Amended and Restated 2004 Performance Incentive Plan (now named the Western Digital Corporation 2017 Performance Incentive Plan) (Filed as Exhibit 10.1.1 to the Company’s Quarterly Report on Form 10-Q (File No.

Form of Notice of Grant of Performance Stock Units and Performance Stock Unit Award Agreement – Financial Measure, under the Amended and Restated Western Digital Corporation 2017 Performance Incentive Plan (Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.

1-08703) with the Securities and Exchange Commission on February 9, 2021)*

Form of Notice of Grant of Stock Units and Stock Unit Award Agreement - Executives, as amended on November 3, 2015, under the Western Digital Corporation Amended and Restated 2004 Performance Incentive Plan (now named the Western Digital Corporation 2017 Performance Incentive Plan) (Filed as Exhibit 10.1.3 to the Company’s Quarterly Report on Form 10-Q (File No.

Form of Notice of Grant of Performance Stock Units and Performance Stock Unit Award Agreement – TSR Measure, under the Amended and Restated Western Digital Corporation 2017 Performance Incentive Plan (Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.

1-08703) with the Securities and Exchange Commission on February 9, 2021)*

Number Description

1-08703) with the Securities and Exchange Commission on February 10, 2016)*

Form of Notice of Grant of Stock Units and Stock Unit Award Agreement, as amended on November 3, 2015, under the Western Digital Corporation Amended and Restated 2004 Performance Incentive Plan (now named the Western Digital Corporation 2017 Performance Incentive Plan) (Filed as Exhibit 10.1.4 to the Company’s Quarterly Report on Form 10-Q (File No.

1-08703) with the Securities and Exchange Commission on February 10, 2016)*

Number Description

Western Digital Corporation 2017 Performance Incentive Plan Non-Employee Director Restricted Stock Unit Grant Program, as amended November 1, 2017 (Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.

4 unchanged sentences

1-08703) with the Securities and Exchange Commission on November 12, 2019)*

Form of Notice of Grant of Restricted Stock Units and Restricted Stock Unit Award Agreement – Vice President and Above, under the Amended and Restated Western Digital Corporation 2017 Performance Incentive Plan (Filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (Filed No.

1-08703) with the Securities and Exchange Commission on February 9, 2021)*

Form of Notice of Grant of Restricted Stock Units and Restricted Stock Unit Award Agreement under the Western Digital Corporation 2017 Performance Incentive Plan (Filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No.

4 unchanged sentences

1-08703) with the Securities and Exchange Commission on May 8, 2020)*

Western Digital Corporation Executive Short-Term Incentive Plan (supersedes the Western Digital Corporation Incentive Compensation Plan), dated August 7, 2019 (Filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10‑Q (File No.

1-08703) with the Securities and Exchange Commission on November 12, 2019)*

Western Digital Corporation Executive Short-Term Incentive Plan (supersedes the Western Digital Corporation Executive Short-Term Incentive Plan dated August 7, 2019), dated February 9, 2021 (Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10‑Q (File No.

1-08703) with the Securities and Exchange Commission on May 6, 2021)*

Western Digital Corporation Amended and Restated 2005 Employee Stock Purchase Plan, as amended August 2, 2018 (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

4 unchanged sentences

1-08703) with the Securities and Exchange Commission on November 2, 2012)*

Western Digital Corporation Amended and Restated Change of Control Severance Plan, amended and restated as of November 3, 2015 (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

1-08703) with the Securities and Exchange Commission on November 5, 2015)*

Western Digital Corporation Executive Severance Plan, amended and restated as of February 2, 2017 (Filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No.

1-08703) with the Securities and Exchange Commission on February 7, 2017)*

Western Digital Corporation Amended and Restated Change in Control Severance Plan, amended and restated as of May 24, 2021*†

Western Digital Corporation Amended and Restated Executive Severance Plan, amended and restated as of May 24, 2021*†

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.

6 unchanged sentences

1-08703) with the Securities and Exchange Commission on May 8, 2020)*

Retention Agreement, dated April 1, 2020, with Michael Cordano†*

Special Retention Agreement, dated as of August 26, 2019, with Michael C.

Ray (Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

1-08703) with the Securities and Exchange Commission on November 6, 2020)*

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.

29 unchanged sentences

Amendment No.

10, dated as of July 2, 2020, to the Loan Agreement dated as of April 29, 2016, by and between Western Digital Corporation and JPMorgan Chase Bank, N.A., as administrative agent†

10, 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 (Filed as Exhibit 10.13.10 to the Company’s Annual Report on Form 10-K (File No.

1-08703) with the Securities and Exchange Commission on August 28, 2020)

Guaranty Agreement, dated as of April 29, 2016, by and among Western Digital Corporation, the subsidiary guarantors party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the guaranteed creditors (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.1-08703) with the Securities and Exchange Commission on April 29, 2016)

9 unchanged sentences

000-26734) with the Securities and Exchange Commission on February 12, 2016)#

Number Description

FAL Commitment and Extension Agreement, dated as of December 12, 2017, by and among Western Digital Corporation, SanDisk LLC, SanDisk (Ireland) Limited and Toshiba Memory Corporation (Filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q (File No.

3 unchanged sentences

1-08703) with the Securities and Exchange Commission on February 6, 2018)#

Number Description

K1 Facility Agreement, dated as of May 15, 2019, by and among Western Digital, SanDisk LLC, SanDisk (Cayman) Limited, SanDisk (Ireland) Limited, SanDisk Flash B.V., Flash Partners, Ltd., Flash Alliance, Ltd., Flash Forward Ltd., Toshiba Memory Corporation and Toshiba Memory Corporation Iwate (Filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K (File No.

29 unchanged sentences

/s/ Gene Zamiska

Vice President, Global Accounting and Chief Accounting Officer

Senior Vice President, Global Accounting and Chief Accounting Officer

(Principal Accounting Officer)

7 unchanged sentences

(Principal Financial Officer) August 25, 2021

/s/ Gene Zamiska Vice President, Global Accounting and Chief Accounting Officer

/s/ Gene Zamiska Senior Vice President, Global Accounting and Chief Accounting Officer

(Principal Accounting Officer) August 25, 2021

3 unchanged sentences

Alexy Director August 25, 2021

/s/ Thomas Caulfield Director August 25, 2021

Thomas Caulfield

/s/ Martin I.

2 unchanged sentences

Cote Director August 25, 2021

/s/ T unҫ Doluca

Director August 27, 2020

/s/ Tunҫ Doluca Director August 25, 2021

Price Director August 25, 2021

1 unchanged sentence

Streeter Director August 25, 2021

/s/ Miyuki Suzuki Director August 25, 2021

Miyuki Suzuki

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures