What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-08-22 compared with 2022-08-25 · 85 added, 55 removed, 183 unchanged (43% of the section changed)

13 unchanged sentences

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during the fourth quarter ended July 1, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There has been no change in our internal control over financial reporting during the fourth quarter ended June 30, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations of Effectiveness of Controls

8 unchanged sentences

Other Information

Disclosure Pursuant to Section 13(r) of the Securities Exchange Act of 1934

On March 2, 2021, the U.S.

government designated the Russian Federal Security Service (the “FSB”) as a blocked party under Executive Order 13382;

however, on the same day, the U.S.

Department of the Treasury’s Office of Foreign Assets Control issued General License No.

1B (the “OFAC General License”), which generally authorizes U.S.

companies to engage in certain transactions and dealings with the FSB necessary and ordinarily incident to requesting or obtaining licenses, permits, certifications or notifications issued or registered by the FSB for the importation, distribution or use of information technology products in the Russian Federation.

Prior to February 24, 2022, in the normal course of business and as permitted and authorized by the OFAC General License, we filed notifications with, or applied for import licenses and permits from, the FSB as required pursuant to Russian encryption product import controls for the purpose of enabling us or our channel partners to import and distribute certain products in the Russian Federation.

There are no gross revenues or net profits directly associated with these activities, and we do not distribute or sell products or provide services to the FSB.

After February 24, 2022, we ceased shipments into Russia and we have not filed notifications with or applied for import licenses and permits from the FSB since such date.

We expect to resume filing notifications with and applications for import licenses and permits from the FSB to qualify our products for importation and distribution in the Russian Federation if and when we decide to resume sales into the Russian Federation and as permitted by applicable U.S.

law, including the OFAC General License.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

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 2022 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the close of the year ended July 1, 2022.

There is incorporated herein by reference the information required by this Item included in the Company’s Proxy Statement for the 2023 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the close of the year ended June 30, 2023.

In addition, our Board of Directors has adopted a Code of Business Ethics that applies to all of our directors, employees and officers, including our Chief Executive Officer and Chief Financial Officer.

2 unchanged sentences

Executive Compensation

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Certain Relationships and Related Transactions, and Director Independence

Principal Accountant Fees and Services

Exhibits and Financial Statement Schedules

13 unchanged sentences

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

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)

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.

6 unchanged sentences

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

First Supplemental Indenture, dated as of June 20, 2023, by and among Western Digital Technologies, Inc.

Bank Trust Company, National Association, as Trustee (Filed as Exhibit 10.8 to the Company’s Current Report on Form 8-K (File No.

1-08703) with the Securities and Exchange Commission on June 21, 2023)

Indenture (including Form of 1.50% Convertible Senior Notes due 2024), dated as of February 13, 2018, among Western Digital Corporation;

13 unchanged sentences

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, under 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 6, 2018)*

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 12, 2019)*

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 12, 2019)*

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.

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

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

5 unchanged sentences

1-08703) with the Securities and Exchange Commission on November 4, 2021)*

Number Description

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)*

Western Digital Corporation Amended and Restated 2017 Performance Incentive Plan Non-Employee Director Restricted Stock Unit Grant Program, amended and restated as of August 16, 2021 (Filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No.

4 unchanged sentences

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

Number Description

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.

4 unchanged sentences

1-08703) with the Securities and Exchange Commission on November 6, 2018)*

Notice of Grant of Performance Stock Units and Performance Stock Unit Award – 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 May 8, 2020)*

First Amendment to the Notice of Grant of Performance Stock Units and Performance Stock Unit Award – TSR Measure (CEO Sign-On Award) (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 June 17, 2022)*

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 2021 Long-Term Incentive Plan, adopted as of August 18, 2021 (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

Western Digital Corporation Amended and Restated 2021 Long-Term Incentive Plan, amended and restated as of August 25, 2022 (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

1-08703) with the Securities and Exchange Commission on November 18, 2022)*

Form of Grant Notice for Performance Stock Unit Award (TSR Measure) under the Western Digital Corporation 2021 Long-Term 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 3, 2022)*

Form of Grant Notice for Performance Stock Unit Award (Financial Measures) under the Western Digital Corporation 2021 Long-Term Incentive Plan (Filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No.

1-08703) with the Securities and Exchange Commission on February 3, 2022)*

Form of Notice of Grant of Performance Stock Units and Performance Stock Unit Award Agreement under the Western Digital Corporation 2021 Long-Term Incentive Plan (Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

1-08703) with the Securities and Exchange Commission on November 2, 2022)*

Form of Grant Notice for Restricted Stock Unit Award – Vice President and Above, under the Western Digital Corporation 2021 Long-Term Incentive Plan (Filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No.

1-08703) with the Securities and Exchange Commission on February 3, 2022)*

Western Digital Corporation 2021 Long-Term Incentive Plan Non-Employee Director Restricted Stock Unit Grant Program, as amended November 22, 2021 (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 February 3, 2022)*

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.

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

SanDisk Corporation 2013 Incentive Plan (Filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (File No.

Form of Grant Notice for Restricted Stock Unit Award – Vice President and Above, under the Western Digital Corporation Amended and Restated 2021 Long-Term Incentive Plan†*

Western Digital Corporation Amended and Restated 2021 Long-Term Incentive Plan Non-Employee Director Restricted Stock Unit Grant Program, amended and restated as of May 23, 2023†*

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

Number Description

Western Digital Corporation Amended and Restated 2005 Employee Stock Purchase Plan, amended and restated as of August 25, 2022 (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

1-08703) with the Securities and Exchange Commission on November 18, 2022)*

Amended and Restated Deferred Compensation Plan, amended and restated effective January 1, 2013 (Filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No.

12 unchanged sentences

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

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)*

Offer Letter, dated as of December 14, 2021, to Wissam Jabre (Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.

1-08703) with the Securities and Exchange Commission on May 4, 2022)*

Letter Agreement, by and among Western Digital Corporation and Elliott Investment Management L.P., dated June 7, 2022 (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

1-08703) with the Securities and Exchange Commission on June 8, 2022)

Restatement Agreement, dated January 7, 2022, by and among Western Digital Corporation, JPMorgan Chase Bank.

N.A., as administrative agent, and the lenders party thereto (Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.

Amended and Restated Letter Agreement, dated January 31, 2023, by and between Western Digital Corporation and Elliott Investment Management L.P.

(Filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No.

1-08703) with the Securities and Exchange Commission on February 1, 2023)

Investment Agreement, dated January 31, 2023, by and between Western Digital Corporation and AP WD Holdings, L.P.

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

1-08703) with the Securities and Exchange Commission on May 10, 2023)

Investment Agreement, dated January 31, 2023, by and among Western Digital Corporation, Elliott Associates, L.P.

and Elliott International, L.P.

(Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.

1-08703) with the Securities and Exchange Commission on May 10, 2023)

Number Description

Registration Rights Agreement, dated January 31, 2023, by and among Western Digital Corporation, AP WD Holdings, L.P., Elliott Associates, L.P.

and Elliott International, L.P.

(Filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No.

1-08703) with the Securities and Exchange Commission on February 1, 2023)

Restatement Agreement, dated January 7, 2022, by and among Western Digital Corporation, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.

1-08703) with the Securities and Exchange Commission on May 4, 2022)

Amendment No.

1, dated as of December 23, 2022, to the Amended and Restated Loan Agreement, dated as of January 7, 2022, by and among Western Digital Corporation, each lender party thereto, J.P.

Morgan Chase Bank, N.A.

as Administrative Agent and the other parties thereto (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 December 23, 2022)

Amendment No.

2, dated as of June 20, 2023, to the Amended and Restated Loan Agreement, dated as of January 7, 2022, by and among Western Digital Corporation, each lender party thereto, J.P.

Morgan Chase Bank, N.A.

as Administrative Agent and the other parties thereto (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 June 21, 2023)

Loan Agreement, dated as of January 25, 2023, by and among Western Digital Corporation, each lender party thereto, J.P.

Morgan Chase Bank, N.A.

as administrative agent and the other parties thereto (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 January 31, 2023)

Amendment No.

1, dated as of June 20, 2023, to the Loan Agreement, dated as of January 25, 2023, by and among Western Digital Corporation, each lender party thereto, JPMorgan Chase Bank, N.A.

as Administrative Agent and the other parties thereto (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 June 21, 2023)

Amendment No.

2, dated as of June 20, 2023, to the Loan Agreement, dated as of January 25, 2023, by and among Western Digital Corporation, each lender party thereto, JPMorgan Chase Bank, N.A.

as Administrative Agent and the other parties thereto (Filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No.

1-08703) with the Securities and Exchange Commission on June 21, 2023)

Guaranty, dated as of June 20, 2023, by and among Western Digital Corporation, Western Digital Technologies, Inc.

and JPMorgan Chase Bank, N.A.

as Administrative Agent (Filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No.

1-08703) with the Securities and Exchange Commission on June 21, 2023)

Guaranty, dated as of June 20, 2023, by and among Western Digital Corporation, Western Digital Technologies, Inc.

and JPMorgan Chase Bank, N.A.

as Administrative Agent (Filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No.

1-08703) with the Securities and Exchange Commission on June 21, 2023)

Security Agreement, dated as of June 20, 2023, by and among Western Digital Corporation, Western Digital Technologies, Inc and JPMorgan Chase Bank, N.A.

as Collateral Agent (Filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No.

1-08703) with the Securities and Exchange Commission on June 21, 2023)

Security Agreement, dated as of June 20, 2023, by and among Western Digital Corporation, Western Digital Technologies, Inc.

and JPMorgan Chase Bank, N.A.

as Collateral Agent (Filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K (File No.

1-08703) with the Securities and Exchange Commission on June 21, 2023)

Flash Alliance, Master Agreement dated as of July 7, 2006, by and among SanDisk Corporation, Toshiba Corporation and SanDisk (Ireland) Limited (Filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q (File No.

11 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.

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

Number Description

Confidential Settlement and Mutual Release Agreement, dated as of December 12, 2017, by and among Western Digital Corporation, SanDisk LLC, SanDisk (Cayman) Limited, SanDisk (Ireland) Limited, SanDisk Flash B.V., Toshiba Corporation and Toshiba Memory Corporation (Filed as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q (File No.

4 unchanged sentences

Flash Forward Master Agreement, dated as of July 13, 2010, entered into by and among, on one side, Toshiba Corporation and, on the other side, SanDisk Corporation, and SanDisk Flash B.V.

(Filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K (File No.

1-08703) with the Securities and Exchange Commission on August 25, 2022)##

Operating Agreement of Flash Forward, Ltd, dated as of March 1, 2011, between Toshiba Corporation and SanDisk Flash B.V.

(Filed as Exhibit 10.27 to the Company’s Annual Report on Form 10-K (File No.

1-08703) with the Securities and Exchange Commission on August 25, 2022)##

FFL Commitment and Extension Agreement, dated as of December 12, 2017, by and among Toshiba Memory Corporation, Western Digital Corporation, SanDisk LLC and SanDisk Flash B.V.

(Filed as Exhibit 10.28 to the Company’s Annual Report on Form 10-K (File No.

1-08703) with the Securities and Exchange Commission on August 25, 2022)##

FFL Second Commitment and Extension Agreement, dated as of May 15, 2019, by and among Toshiba Memory Corporation, Toshiba Memory Iwate Corporation, Western Digital Corporation, SanDisk LLC, SanDisk (Cayman) Limited, SanDisk (Ireland) Limited, SanDisk Flash B.V., Flash Partners, Ltd., Flash Alliance, Ltd., and Flash Forward, Ltd.

(Filed as Exhibit 10.29 to the Company’s Annual Report on Form 10-K (File No.

1-08703) with the Securities and Exchange Commission on August 25, 2022)##

Subsidiaries of Western Digital Corporation†

23 unchanged sentences

Senior Vice President, Global Accounting and Chief Accounting Officer

(Principal Accounting Officer)

(Principal Accounting Officer and Duly Authorized Officer)

August 21, 2023

16 unchanged sentences

/s/ Tunҫ Doluca Director August 21, 2023

Price Director August 24, 2022

Rayman Director August 21, 2023

/s/ Stephanie A.

3 unchanged sentences

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