SEC Comment Letter 0000000000-23-013380 to WESTERN DIGITAL CORP (WDC) (CIK 0000106040) (WDC)
WESTERN DIGITAL CORP (WDC) (CIK 0000106040)
Date: Dec. 7, 2023 · CIK: 0000106040 · Accession: 0000000000-23-013380
AI Filing Summary & Sentiment
File numbers found in text: 001-08703
Letter
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.
FirstName LastNameWissam Jabre Comapany NameWestern Digital Corporation December 7, 2023 Page 2 FirstName LastName Wissam Jabre Western Digital Corporation December 7, 2023 Page 2 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
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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.
FirstName LastNameWissam Jabre
Comapany NameWestern Digital Corporation
December 7, 2023 Page 2
FirstName LastName
Wissam Jabre
Western Digital Corporation
December 7, 2023
Page 2
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