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United States securities and exchange commission logo
December 7, 2023
Wissam Jabre
Chief Financial Officer
Western Digital Corporation
5601 Great Oaks Parkway
San Jose, CA 95119
Re: Western Digital
Corporation
Form 10-K for the
Year Ended June 30, 2023
File No. 001-08703
Dear Wissam Jabre:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for the Year Ended June 30, 2023
Risk Factors
Operational Risks, page 11
1. We note your discussion
on page 38 regarding a $605 million charge for manufacturing
underutilization and
related charges and a write-down of certain Flash inventory to lower
of cost or market
value. Please tell us, and revise to clarify, what is meant by
"manufacturing
underutilization and related charges." In addition, where you discuss the
risks and uncertainties
with regard to your strategic relationships on page 16 and
seasonality and
cyclicality on page 18, revise to include a separate quantified discussion
of charges related to
inventory write-downs and manufacturing underutilization to add
context to such risks.
Wissam Jabre
FirstName LastNameWissam
Western Digital Corporation Jabre
Comapany7,
December NameWestern
2023 Digital Corporation
December
Page 2 7, 2023 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations , page 37
2. We refer to your October 28, 2019 response letter where you indicated
your intent to
include a quantified discussion of units sold, average selling prices
or other metrics to the
extent relevant to further promote an understanding of your results of
operations. Given
the significant impact that macroeconomic factors have had on your
recent operations,
please revise to include a quantified discussion of units sold and
average selling prices for
both your Flash and HDD products as provided in the Quarterly Facts
Sheets of your
Earnings Presentation to provide further context to your results of
operations discussion,
or explain why you do not believe this information is relevant to an
understanding of the
significant declines in your revenue and profit margins. In addition,
where a material
change is attributed to two or more factors, including any offsetting
factors, revise
throughout your results of operations discussion to ensure you include
a quantified
discussion of each factor and avoid using terms such as "primarily" or
"substantially
all" in favor of specific quantification. Refer to Item 303(b) of
Regulation S-X.
Notes to Consolidated Financial Statements
Note 3. Business Segments, Geographic Information and Concentration of Risk,
page 66
3. We note your segment results presentation includes a line item for
"Total gross profit for
segments." Please revise to remove this total as it creates a non-GAAP
measure
that should not be included in the financial statement footnotes.
Similar revisions should
be made in your Form 10-Q filings. Refer to Item 10(e)(1)(ii)(C) of
Regulation S-K.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Megan Akst at 202-551-3407 or Kathleen Collins at
202-551-3499 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Brandi Steege