Western Digital (WDC)

Consolidated Balance Sheets As of July 3, 2026 and June 27, 202552 Consolidated Statements of Operations Three Years Ended July 3, 202653 Consolidated Statements of Comprehensive Income (Loss) Three Years Ended July 3, 202654 Consolidated Statements of Cash Flows Three Years Ended July 3, 202655 Consolidated Statements of Convertible Preferred Stock and Shareholders Equity Three Years Ended July 3, 202656 Notes to Consolidated Financial Statements 58 June 27, 2025 ASSETS Current assets: Cash and cash equivalents$1,579 $2,114 Accounts receivable, net2,026 1,486 Inventories1,511 1,291 Retained interest in Sandisk 354 Other current assets518 611 5,634 5,856 Property, plant and equipment, net2,476 2,343 Goodwill4,321 4,319 1,430 1,484 $13,861 $14,002 LIABILITIES, CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS EQUITY Current liabilities: Accounts payable$1,774 $1,266 690 719 Income taxes payable173 800 Accrued compensation551 407 Current portion of long-term debt1,052 2,226 4,240 5,418 Long-term debt 2,485 Other liabilities757 559 4,997 8,462 Commitments and contingencies (Notes 8, 9 and 16) Convertible preferred stock 229 Shareholders equity: 4 3 Additional paid-in capital961 4,621 Accumulated other comprehensive income23 20 Retained earnings9,998 762 Treasury stock(2,122)(95) Total shareholders equity8,864 5,311 Total liabilities, convertible preferred stock and shareholders equity$13,861 $14,002 The accompanying notes are an integral part of these Consolidated Financial Statements. 52 Table of Contents WESTERN DIGITAL CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share amounts) June 27, 2025June 28, 2024 Revenue, net12,919 $9,520 $6,317 Cost of revenue5,828 4,544 Gross profit3,692 1,773 Operating expenses:994 950 Selling, general and administrative568 726 Litigation matter (198)291 Business realignment charges (credits)(6)209 Total operating expenses1,358 2,176 Operating income (loss)2,334 (403) Interest and other income (expense): 45 33 Interest expense(357)(414) Gain (loss) on retained interest in Sandisk(772) (100) Costs in connection with convertible notes transactions Costs in connection with equity-for-equity exchanges Other income (expense), net (20)45 Total interest and other income (expense), net(1,204)(336) Income (loss) before taxes1,130 (739) Income tax expense (benefit) (513)26 Net income (loss) from continuing operations1,643 (765) Net income (loss) from discontinued operations, net of taxes246 (33) Net income (loss)9,424 $1,889 $(798) 26.92 $4.61 $(2.51) Discontinued operations 0.70 (0.10) Net income (loss) per share5.31 (2.61) Diluted: 4.45 (2.51) Discontinued operations 0.67 (0.10) Net income (loss) per share5.12 (2.61) June 27, 2025June 28, 2024 Net income (loss)9,424 $1,889 $(798) Other comprehensive income (loss), before tax:3 23 Foreign currency translation adjustment45 (115) 180 (87) Total other comprehensive income (loss), before tax228 (179) Income tax benefit (expense) related to items of other comprehensive income (loss), before tax(42)15 Other comprehensive income (loss), net of tax186 (164) Total comprehensive income (loss)9,427 $2,075 $(962) The accompanying notes are an integral part of these Consolidated Financial Statements. 54 Table of Contents WESTERN DIGITAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) Year Ended July 3, 2026June 27, 2025June 28, 2024 Cash flows from operating activities Net income (loss)$9,424 $1,889 $(798) Adjustments to reconcile net income (loss) to net cash provided by operations: Depreciation and amortization375 451 568 Stock-based compensation204 265 295 Deferred income taxes129 (745)(161) Gain on disposal of assets (2)(87) Non-cash asset impairment35 2 158 Gain on business divestiture (113) (6,498)772 Costs in connection with debt-for-equity exchange545 100 108 Costs in connection with equity-for-equity exchanges254 11 103 38 Changes in: Accounts receivable, net(541)79 (568) Inventories(218)(409)356 Accounts payable385 307 244 Accounts payable to related parties (39)21 Accrued expenses(31)(366)197 Income taxes payable(627)348 (474) Accrued compensation144 (46)259 Other assets and liabilities, net230 (905)(342) Net cash provided by (used in) operating activities3,929 1,691 (294) Cash flows from investing activities Purchases of property, plant and equipment(418)(412)(487) Proceeds from the sale of property, plant and equipment 5 195 401 Notes receivable issuances to Flash Ventures (266)(243) Notes receivable proceeds from Flash Ventures 239 482 Distribution from Flash Ventures 175 Strategic investments and other, net(11)8 26 Net cash provided by (used in) investing activities (429)150 (27) Cash flows from financing activities Issuance of stock under employee stock plans64 77 80 Taxes paid on vested stock awards under employee stock plans(376)(113)(88) Purchase of capped calls (155) Proceeds from convertible preferred stock, net of issuance costs (5) Repurchases of common stock(2,592)(149) Dividends paid to common shareholders(174)(44) Dividends paid to preferred shareholders(10) (1,220) Debt issuance and equity transaction costs(6)(73)(36) (505) Repayment of debt(1,664)(2,094)(2,104) Proceeds from debt1,946 2,150 3,000 (1,366) Net cash provided by (used in) financing activities(4,032)(1,612)187 Effect of exchange rate changes on cash(3)6 (10) Net increase (decrease) in cash and cash equivalents (535)235 (144) Cash and cash equivalents, beginning of year2,114 1,879 2,023 Cash and cash equivalents, end of year$1,579 $2,114 $1,879 Supplemental disclosure of cash flow information: Cash paid for income taxes$734 $789 $920 Cash paid for interest$169 $367 $396 The accompanying notes are an integral part of these Consolidated Financial Statements. 55 Table of Contents WESTERN DIGITAL CORPORATION CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND SHAREHOLDERS EQUITY (in millions) Convertible Preferred StockCommon StockTreasury StockAdditional Paid-In CapitalAccumulated Other Comprehensive Income (Loss) Retained EarningsTotal Shareholders Equity SharesAmountSharesAmountSharesAmount 0.9 $876 322 $3 $ $3,936 $(548)$7,573 $10,964 Net loss (798)(798) (118) (118) Conversion of convertible preferred stock(0.7)(647)15 647 647 Employee stock plans 6 (8) (8) Stock-based compensation 295 295 16 16 Foreign currency translation adjustment (116) (116) Net unrealized loss on derivative contracts (64) (64) Balance at June 28, 20240.2 229 343 3 4,752 (712)6,775 10,818 Net income 1,889 1,889 (307)546 (7,857)(7,618) Repurchases of common stock (3)(149) (149) Employee stock plans 6 1 54 (90) (36) Stock-based compensation 265 265 1 (37)(36) Preferred stock dividends (8)(8) Actuarial pension gain 2 2 Foreign currency translation adjustment 45 45 Net unrealized gain on derivative contracts 139 139 Balance at June 27, 20250.2 229 349 3 (2)(95)4,621 20 762 5,311 Net income 9,424 9,424 Repurchases of common stock (15)(2,592) (2,592) Conversion of convertible preferred stock(0.2)(229) 7 796 (567) 229 Employee stock plans 6 554 (866) (312) Stock-based compensation 204 204 Convertible notes transactions 15 1 6 2,204 (2,435) (230) Exchange of Sandisk shares to acquire Company common stock (5)(2,989) (2,989) Common stock dividends 4 (178)(174) Preferred stock dividends (10)(10) 56 Table of Contents Actuarial pension gain 23 23 Foreign currency translation adjustment (1) (1) Net unrealized gain on derivative contracts (19) (19) Balance at July 3, 2026 $ 364 $4 (3)$(2,122)$961 $23 $9,998 $8,864 The accompanying notes are an integral part of these Consolidated Financial Statements. 57 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Organization and Basis of Presentation Western Digital Corporation ( Western Digital, WD, or the Company ) is a leading developer, manufacturer, and provider of data storage devices and solutions based on hard disk drives ( HDD ) technologies. The Company manufactures, markets, and sells data storage devices and solutions globally through its sales personnel, dealers, distributors, retailers, and subsidiaries. Its extensive portfolio of technology and products addresses the following key end markets: Cloud, Client, and Consumer. Cloud is comprised primarily of products for public or private cloud environments and enterprise customers. Through the Client end market, the Company provides its original equipment manufacturer ( OEM ) and channel customers a broad array of high-performance HDD solutions across desktop and notebooks. The Consumer end market provides a wide range of retail and other end-user products, which capitalize on the strength of the Company s product brand recognition and vast presence around the world. Basis of Presentation The Company has prepared its Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States ( U.S. GAAP ) and has adopted accounting policies and practices which are generally accepted in the industry in which it operates. The Company s significant accounting policies are summarized below. Information provided herein is presented on a continuing operations basis to reflect the impact of the separation of the Company s Flash business (the Separation ) as discussed in further detail in Note 4, Discontinued Operations. Fiscal Year The Company s fiscal year ends on the Friday nearest to June 30 and typically consists of 52 weeks. Approximately every five to six years, the Company reports a 53-week fiscal year to align the fiscal year with the foregoing policy. Fiscal year 2026, which ended on July 3, 2026, comprised 53 weeks, with the first quarter consisting of 14 weeks and the remaining quarters consisting of 13 weeks. Fiscal years 2025 and 2024, which ended on June 27, 2025 and June 28, 2024, respectively, each comprised 52 weeks, with all quarters presented consisting of 13 weeks. Unless otherwise indicated, references herein to specific years and quarters are to fiscal years and fiscal quarters, and references to financial information are on a consolidated continuing operations basis. Segment Reporting Prior to the Separation, the Company had been managed and operated under two reportable segments: HDD and Flash-based products ( Flash ). Upon the Separation and disposition of the Flash segment, the Company s continuing operations now consist of a single reportable segment, HDD. The Chief Executive Officer, who is the Company s Chief Operating Decision Maker ( CODM ), now evaluates the performance of the Company and makes decisions regarding the allocation of resources based on the Company s consolidated results. Basis of Consolidation The Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The functional currency of most of the Company s foreign subsidiaries is the U.S. dollar. The accounts of these foreign subsidiaries have been remeasured using the U.S. dollar as the functional currency. Gains or losses resulting from the remeasurement of these accounts from local currencies into U.S. dollars were immaterial to the Consolidated Financial Statements. Financial statements of the Company s foreign subsidiaries for which the functional currency is the local currency are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities and a weighted average exchange rate for each period for statement of operations items. Translation adjustments are recorded in Accumulated other comprehensive income (loss), a component of shareholders equity. 58 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Reclassification Certain prior year amounts have been reclassified in the Consolidated Statements of Cash Flows to conform to the current year presentation. Use of Estimates Company management has made estimates and assumptions relating to the reporting of certain assets and liabilities in conformity with U.S. GAAP. These estimates and assumptions have been applied using methodologies that are consistent throughout the periods presented. However, actual results could differ materially from these estimates and be significantly affected by changes in U.S. trade policies, including tariffs, trade agreements or other trade restrictions imposed by the United States ( U.S. ) or other governments and possible retaliatory measures on U.S. goods. Cash Equivalents The Company s cash equivalents represent highly liquid investments in money market funds, which are invested in U.S. Treasury securities and U.S. Government agency securities as well as bank certificates of deposit with original maturities at purchase of three months or less. These deposits are typically in excess of U.S. insured limits. Cash equivalents are carried at cost plus accrued interest, which approximates fair value. Equity Investments The Company enters into certain strategic investments for the promotion of business and strategic objectives. The equity method of accounting is used if the Company s ownership interest is greater than or equal to 20% but less than a majority, or where the Company has the ability to exercise significant influence over operating and financial policies. The Company s equity in the earnings or losses in equity-method investments is recognized in Other income (expense), net, in the Consolidated Statements of Operations and were immaterial for all years presented. After Separation, the Company s retained interest in Sandisk Corporation ( Sandisk ) was less than 20% and the Company did not have the ability to exercise significant influence over Sandisk s operating and financial policies. As such, the Company accounted for this interest at fair value. The Company also has an immaterial amount of equity securities of other companies that do not have a readily determinable fair value. These securities are measured and recorded using the measurement alternative under Accounting Standards Update ( ASU ) No. 2016-01, Financial Instruments Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which is cost minus impairment, if any, plus or minus changes resulting from observable price changes. These investments are recorded within Other non-current assets in the Consolidated Balance Sheets and are periodically analyzed to determine whether or not there are indicators of impairment. Fair Value of Financial Instruments The carrying amounts of cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value for all periods presented because of the short-term maturity of these assets and liabilities. The fair value of investments that are not accounted for under the equity method is based on appropriate market information. 59 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Inventories The Company evaluates inventory balances for excess quantities and obsolescence on a regular basis by analyzing estimated demand, inventory on hand, sales levels and other information and reduces inventory balances to net realizable value ( NRV ) for excess and obsolete inventory based on this analysis. Unanticipated changes in technology or customer demand could result in a decrease in demand for one or more of the Company s products, which may require a write-down of inventory that could materially affect operating results. The Company values inventories at the lower of cost (first-in, first-out) or NRV. The first-in, first-out method is used to value the cost of the majority of the Company s inventories. Inventory write-downs are recorded for the valuation of inventory at the lower of cost or NRV by analyzing market conditions and estimates of future sales prices as compared to inventory costs and inventory balances. Property, Plant and Equipment Property, plant, and equipment are carried at cost less accumulated depreciation and amortization. The cost of property, plant and equipment is depreciated over the estimated useful lives of the respective assets. The Company s buildings and improvements are depreciated over periods ranging from fifteen to thirty years. The majority of the Company s machinery and equipment, software, and furniture and fixtures are depreciated on a straight-line basis over a period of two to seven years. Leasehold improvements are amortized over the lesser of the estimated useful lives of the assets or the related lease terms. Goodwill and Other Long-Lived Assets As of both July 3, 2026 and June 27, 2025, the carrying amount of goodwill was $4.32 billion. Goodwill is not amortized. Instead, it is tested for impairment on an annual basis or more frequently whenever events or changes in circumstances indicate that goodwill may be impaired. The Company performs an annual impairment test as of the beginning of its fourth quarter. The Company uses qualitative factors to determine whether goodwill is more likely than not impaired and whether a quantitative test for impairment is considered necessary. If the Company concludes from the qualitative assessment that goodwill is more likely than not impaired, the Company is required to perform a quantitative approach to determine the amount of impairment. The Company s assessments resulted in no impairment of goodwill in 2026, 2025 or 2024. The Company is required to use judgment when applying goodwill impairment tests, including the identification of its reporting unit and the determination of fair value. In addition, the estimates used to determine the fair value of its reporting unit may change based on the results of operations, macroeconomic conditions or other factors. Changes in these estimates could materially affect the Company s assessment of the fair value and goodwill impairment. If the Company s stock price decreases significantly, goodwill could become impaired, which could result in a material charge and adversely affect the Company s results of operations. As of July 3, 2026 and June 27, 2025, the carrying amount of in-process research and development ( IPR&D ) was $77 million and $72 million, respectively. IPR&D is an intangible asset accounted for as an indefinite-lived asset until the completion or abandonment of the associated research and development effort. During the development period, the Company conducts an IPR&D impairment test at least annually or whenever events or changes in facts and circumstances indicate that it is more likely than not that the IPR&D is impaired. Events which might indicate impairment include, but are not limited to, adverse cost factors, strategic decisions made in response to economic, market, and competitive conditions, and the impact of the economic environment on the Company and on its customer base. If impairment is indicated, the impairment is measured as the amount by which the carrying amounts of the assets exceed the fair values of the assets. The Company s assessment resulted in no impairment of IPR&D in 2026, 2025 or 2024. Other long-lived assets are depreciated or amortized over their estimated useful lives based on the pattern in which the economic benefits are expected to be received. Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable from undiscounted cash flows. If impairment is indicated, the impairment is measured as the amount by which the carrying amounts of the assets exceed the fair values of the assets. The estimates of fair value require evaluation of future market conditions and product lifecycles as well as projected revenue, earnings and cash flow. See Note 5, Supplemental Financial Statement Data, for additional disclosures related to the Company s other long-lived assets. 60 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Revenue and Accounts Receivable The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to the customer. The transaction price to be recognized as revenue is adjusted for variable consideration, such as sales incentives, and excludes amounts collected on behalf of third parties, including taxes imposed by governmental authorities. The Company s performance obligations are typically not considered constrained based on the Company s history with similar transactions and the fact that uncertainties are resolved in a fairly short period of time. Substantially all of the Company s revenue is from the sale of tangible products for which the performance obligations are satisfied at a point in time, based on the underlying Incoterms. The Company incurs sales commissions and other direct incremental costs to obtain sales contracts. The Company has applied the practical expedient to recognize the direct incremental costs of obtaining contracts as an expense when incurred if the amortization period is expected to be one year or less or the amount is not material, with these costs charged to Selling, general and administrative ( SG&A ) expenses. The Company had no direct incremental costs to obtain contracts that have an expected benefit of greater than one year. The Company also applies the practical expedients and does not disclose transaction price allocated to the remaining performance obligations for arrangements that have an original expected duration of one year or less. The transaction prices allocated to the Company s remaining performance obligations as of July 3, 2026 and June 27, 2025, were not material. Contract assets and contract liabilities as of July 3, 2026 and June 27, 2025 were not material. The Company s customer payment terms are typically less than two months from the date control over the product is transferred to the customer. The Company uses the practical expedient and does not recognize a significant financing component for payment considerations of less than one year. The financing components of contracts with payment terms were not material. For sales to OEMs, the Company s methodology for estimating variable consideration is based on the amount of consideration expected to be earned based on the OEMs volume of purchases from the Company or other agreed-upon sales incentive programs. For sales to resellers, the Company s methodology for estimating variable consideration is based on several factors including historical pricing information, current pricing trends and channel inventory levels. Differences between the estimated and actual amounts of variable consideration are recognized as adjustments to revenue. The Company provides distributors and retailers (collectively referred to as resellers ) with limited price protection for inventories held by resellers at the time of published list price reductions. The Company also provides resellers and OEMs with other sales incentive programs. The Company records estimated variable consideration related to these items as a reduction to revenue at the time of revenue recognition. The Company uses judgment in its assessment of variable consideration in contracts to be included in the transaction price. The Company uses the expected value method to arrive at the amount of variable consideration. The Company constrains variable consideration until the likelihood of a significant revenue reversal is not probable and believes that the expected value method is the appropriate estimate of the amount of variable consideration based on the fact that the Company has a large number of contracts with similar characteristics. Marketing development program costs are typically recorded as a reduction of the transaction price and therefore, of revenue. The Company nets sales rebates against open customer receivable balances if the criteria to offset are met, otherwise they are recorded within other accrued liabilities. For contracts with multiple performance obligations, the Company evaluates whether each deliverable is a distinct promise and should be accounted for as a separate performance obligation. If a promised good or service is not distinct in accordance with the revenue guidance, the Company combines that good or service with the other promised goods or services in the arrangement until a distinct bundle of goods is identified. If applicable, the Company allocates the transaction price to the performance obligations of each distinct product or service, or distinct bundle, based on their relative standalone selling prices. 61 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The Company records an allowance for doubtful accounts by analyzing specific customer accounts and assessing the risk of loss based on insolvency or other collection issues. In addition, the Company routinely analyzes the various receivable aging categories to establish reserves based on a combination of past-due receivables and expected future losses. If the financial condition of a significant customer deteriorates resulting in its inability to pay its accounts when due, or if the Company s overall loss trajectory changes significantly, an adjustment in the Company s allowance for doubtful accounts would be required, which could materially affect operating results. Warranty The Company records an accrual for estimated warranty costs when revenue is recognized. The Company generally warrants its products for a period of up to five years. The warranty provision considers estimated product failure rates and trends, estimated replacement costs, estimated repair or scrap costs and estimated costs for customer compensatory claims related to product quality issues, if any. A statistical warranty tracking model is used to help prepare estimates and assist the Company in exercising judgment in determining the underlying estimates. The statistical tracking model captures specific detail on product reliability, such as factory test data, historical field return rates and costs to repair by product type. Management s judgment is subject to a greater degree of subjectivity with respect to newly introduced products because of limited field experience with those products upon which to base warranty estimates. Management reviews the warranty accrual quarterly for products shipped in prior periods and which are still under warranty. Any changes in the estimates underlying the accrual may result in adjustments that impact current period gross profit and income. Such changes are generally a result of differences between forecasted and actual return rate experience and costs to repair and could differ significantly from the estimates. Litigation and Other Contingencies When the Company becomes aware of a claim or potential claim, the Company assesses the likelihood of any loss or exposure. The Company discloses information regarding each claim where the likelihood of a material loss contingency is probable or reasonably possible. If a loss contingency is probable and the amount of the loss can be reasonably estimated, the Company records an accrual for the loss. In such cases, there may be an exposure to potential loss in excess of the amount accrued. Where a loss is not probable but is reasonably possible or where a loss in excess of the amount accrued is reasonably possible, the Company discloses an estimate of the amount of the loss or range of possible losses for the claim if a reasonable estimate can be made, unless the amount of such reasonably possible losses is not material to the Company s financial position, results of operations or cash flows. The ability to predict the ultimate outcome of such matters involves judgments, estimates and inherent uncertainties. The actual outcome of such matters could differ materially from management s estimates. See Note 16, Legal Proceedings, for additional disclosures related to the Company s litigation. Advertising Expense Advertising costs are expensed as incurred and amounted to $25 million, $32 million and $51 million in 2026, 2025 and 2024, respectively. These expenses are included in Selling, general and administrative in the Consolidated Statements of Operations. Research and Development Expense Research and development ( R&D ) expenditures are expensed as incurred. Income Taxes The Company accounts for income taxes under the asset and liability method, which provides that deferred tax assets and liabilities be recognized for temporary differences between the financial reporting bases and the tax bases of assets and liabilities and expected benefits of utilizing net operating loss ( NOL ) and tax credit carryforwards. The Company records a valuation allowance when it is more likely than not that the deferred tax assets will not be realized. Each quarter, the Company evaluates the need for a valuation allowance for its deferred tax assets and adjusts the valuation allowance so that the Company records net deferred tax assets only to the extent that it has concluded it is more likely than not that these deferred tax assets will be realized. 62 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The Company recognizes liabilities for uncertain tax positions based on a two-step process. To the extent a tax position does not meet a more-likely-than-not level of certainty, no benefit is recognized in the financial statements. If a position meets the more-likely-than-not level of certainty, it is recognized in the financial statements at the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. Interest and penalties related to unrecognized tax benefits are recognized in liabilities recorded for uncertain tax positions and are recorded in the provision for income taxes. The actual liability for unrealized tax benefits in any such contingency may be materially different from the Company s estimates, which could result in the need to record additional liabilities for unrecognized tax benefits or potentially adjust previously recorded liabilities for unrealized tax benefits, and may materially affect the Company s operating results. Net Income (Loss) Per Common Share The Company computes net income (loss) per common share using a two-class method in periods which include shares that meet the definition of participating securities. The two-class method determines net income (loss) per common share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires undistributed earnings for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company s convertible preferred stock contractually entitled the holders of such shares to participate in dividends but did not contractually require the holders of such shares to participate in the Company s losses. The Company computes basic income (loss) per common share by dividing net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per common share is computed by using diluted net income (loss) attributable to common shareholders, the weighted average number of common shares and potentially dilutive securities outstanding during the period using the treasury stock method or the if-converted method based on the nature of the securities. Potentially dilutive common shares include dilutive outstanding restricted stock unit awards ( RSUs ) and restricted stock unit awards with performance conditions or market conditions ( PSUs ), rights to purchase shares of common stock under the Company s Employee Stock Purchase Plan ( ESPP ), and shares issuable in connection with the Company s convertible notes and convertible preferred stock. Stock-Based Compensation The Company accounts for all stock-based compensation at fair value. Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the vesting period. Compensation expense is adjusted for forfeitures as they occur. The fair values of RSUs and PSUs without market conditions are determined based on the closing market price of the Company s stock on the date of the grant. The fair values of all ESPP purchase rights are estimated using the Black-Scholes-Merton option pricing model and require the input of subjective assumptions. The fair values of PSUs with market conditions are estimated using a Monte Carlo simulation model. PSUs are granted to certain employees and vest only after the achievement of pre-determined performance and market conditions and completion of a requisite service period. At the end of each reporting period, the Company evaluates the probability that PSUs with a performance condition will be earned and records the related stock-based compensation expense over the service period. Compensation expense for PSUs with market conditions is recognized ratably over the required service period regardless of expected or actual achievement. Other Comprehensive Income (Loss), Net of Tax Other comprehensive income (loss), net of tax refers to gains and losses that are recorded as an element of shareholders equity but are excluded from net income. The Company s other comprehensive income (loss), net of tax is primarily comprised of unrealized gains or losses on foreign exchange contracts designated as cash flow hedges, foreign currency translation, and actuarial gains or losses related to pensions. 63 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Derivative Contracts The majority of the Company s transactions are in U.S. dollars; however, some transactions are based in various foreign currencies. The Company purchases foreign exchange contracts to hedge the impact of foreign currency exchange fluctuations on certain underlying assets, liabilities and commitments for operating expenses and product costs denominated in foreign currencies. The purpose of entering into these hedging transactions is to minimize the impact of foreign currency fluctuations on the Company s results of operations. All contract maturity dates are 12 months or less. All foreign exchange contracts are for risk management purposes only. The Company does not purchase foreign exchange contracts for speculative or trading purposes. The Company had foreign exchange contracts with commercial banks for the British pound sterling, European euro, Japanese yen, Malaysian ringgit, Philippine peso, Singaporean dollar and Thai baht, which had an aggregate notional amount of $1.31 billion and $1.14 billion at July 3, 2026 and June 27, 2025, respectively. If the derivative is designated as a cash flow hedge and is determined to be highly effective, the change in fair value of the derivative is initially deferred in Other comprehensive income (loss), net of tax. These amounts are subsequently recognized into earnings when the underlying cash flow being hedged is recognized into earnings. Recognized gains and losses on foreign exchange contracts are reported in Cost of revenue and Operating expenses and presented within cash flows from operating activities. Hedge effectiveness is measured by comparing the hedging instrument s cumulative change in fair value from inception to maturity to the underlying exposure s terminal value. The Company determined the ineffectiveness associated with its cash flow hedges to be immaterial to the Consolidated Financial Statements for all years presented. A change in the fair value of undesignated hedges is recognized in earnings in the period incurred and is reported in Other income (expense), net. Pensions and Other Post-Retirement Benefit Plans The Company has defined benefit pension plans and other post-retirement plans covering certain employees in various countries. The benefits are based on the employees years of service and compensation. The plans are funded in conformity with the funding requirements of applicable government authorities. The Company amortizes unrecognized actuarial gains and losses and prior service costs on a straight-line basis over the remaining estimated average service life of the participants. The measurement date for the plans is the Company s year-end. The Company recognizes the funded status of its defined benefit pension and post-retirement plans in the Consolidated Balance Sheets, with actuarial changes in the funded status recognized through accumulated other comprehensive income (loss) in the year in which such changes occur. The Company reports the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. In addition, the other components of net benefit cost are presented in Other income (expense), net in the Consolidated Statements of Operations. Leases The Company leases certain domestic and international facilities and data center space under long-term, non-cancelable operating leases that expire at various dates through 2034. These leases include no material variable or contingent lease payments. Operating lease assets and liabilities are recognized based on the present value of the remaining lease payments discounted using the Company s incremental borrowing rate. Operating lease assets also include prepaid lease payments minus any lease incentives. Extension or termination options present in the Company s lease agreements are included in determining the right-of-use asset and lease liability when it is reasonably certain the Company will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. 64 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 2. Recent Accounting Pronouncements Accounting Pronouncements Recently Adopted In December 2023, the Financial Accounting Standards Board ( FASB ) issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ( ASU 2023-09 ). ASU 2023-09 calls for enhanced income tax disclosure requirements surrounding the tabular rate reconciliation and income taxes paid. This standard is effective on either a prospective or retrospective basis. The Company adopted this standard on a prospective basis for the year ended July 3, 2026. The newly required disclosures are included in Note 9, Income Taxes. In November 2024, the FASB issued ASU No. 2024-04, Debt - Debt with Conversions and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. This ASU clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The standard is effective for the year beginning July 4, 2026, with early adoption permitted. The Company adopted the standard on a prospective basis for the year ended July 3, 2026 and applied it to the exchange transactions of the 2028 Convertible Notes (as defined in Note 7. Debt). See Note 7. Debt, for further details. Recently Issued Accounting Pronouncements Not Yet Adopted In May 2026, the FASB issued ASU No. 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), which introduces specific accounting models for entities that generate, purchase, or hold environmental credits, or have an enforceable regulatory compliance obligation that may be settled with such credits. Under the new guidance, environmental credits intended for compliance are recorded at cost, while certain non-compliance credits are tested for impairment or can be subject to a fair value accounting policy election. Additionally, the standard requires gross financial statement presentation, prohibiting the netting of environmental credit assets against related compliance obligations. This standard is effective for the year beginning July 1, 2028, and interim periods within that year, with early adoption permitted. Adoption will be applied on a retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings. The Company is currently assessing the impact of this standard on its consolidated financial statements and related disclosures. In December 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities ( ASU 2025-10 ), which establishes guidance on the recognition, measurement, and presentation of government grants. The standard may be adopted using a full retrospective, modified retrospective, or modified prospective transition method. ASU 2025-10 is effective for the year beginning June 30, 2029, and interim periods within that year, with early adoption permitted. The Company is currently assessing the impact of this guidance on its consolidated financial statements and related disclosures. In November 2025, the FASB issued ASU No. 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements ( ASU 2025-09 ), which introduces targeted improvements to better align hedge accounting with entities risk management activities. ASU 2025-09 is effective for the year beginning July 3, 2027, and interim periods within that year, with early adoption permitted. The Company is currently assessing the impact of this guidance on its consolidated financial statements and related disclosures. In September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract ( ASU 2025-07 ), which (i) expands the scope exception of Topic 815 to exclude certain contracts with a variable that is based on operations or activities specific to one of the parties to the contract and (ii) clarifies the scope of share-based payments from a customer in a revenue contract. ASU 2025-07 is effective for the year beginning July 3, 2027, and interim periods within that year. Early adoption is permitted and must be applied as of the beginning of the fiscal year that includes the interim period. The Company currently does not expect this standard to have a material impact on its consolidated financial statements and related disclosures. In September 2025, the FASB issued ASU No. 2025-06, Intangibles Goodwill and Other Internal-Use Software (Topic 350): Targeted Improvements to the Accounting for Internal-Use Software ( ASU 2025-06 ). ASU 2025-06 amends existing references to prescriptive and sequential software development stages to better align with current software development 65 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) methods, such as agile development. Under the new standard, entities will begin to capitalize eligible software costs when (i) management has authorized and committed to funding the software project, and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. ASU 2025-06 is effective for the year beginning July 1, 2028, and interim periods within that year, with early adoption permitted. The Company is currently assessing the impact of this standard on its consolidated financial statements and related disclosures. In November 2024, the FASB issued ASU No. 2024-03, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to improve disclosures about the expenses of public entities. The new guidance requires more detailed information about the types of expenses in commonly presented expense captions (such as cost of sales and SG&A expenses) and requires public entities to disclose, on an annual and interim basis, the amounts of expenses included in each relevant expense caption presented on the face of the income statement, within continuing operations, in a tabular format. Additionally, public entities will be required to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, the total amount of selling expenses and, in annual reporting periods, the definition of selling expenses. This standard can be adopted on either a prospective or retrospective basis. Annual disclosures will be effective for the Company s fiscal year ending June 30, 2028 and interim disclosures in the year following adoption. Early adoption is permitted. The Company is currently compiling the information required for these disclosures and assessing the basis of adoption and expects to adopt the guidance for annual reporting periods in its annual report for the year ending June 30, 2028. 66 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 3. Disaggregated Revenue, Geographic Information, Concentrations of Risk, and Segment Reporting The Company s disaggregated net revenue by end market is as follows: 202620252024 (in millions) Net revenue by end market Cloud$11,490 $8,341 $5,052 Client726 556 577 Consumer703 623 688 Total net revenue$12,919 $9,520 $6,317 The Company s operations outside the U.S. include manufacturing and/or R&D facilities in China, Japan, Malaysia, the Philippines and Thailand, as well as sales offices throughout the Americas, Asia Pacific, Europe, the Middle East and Africa. The following tables summarize the Company s operations by geographic area: 202620252024 (in millions) Net revenue (1) United States$5,169 $4,328 $2,636 China2,541 1,549 488 Hong Kong1,487 1,051 1,331 Rest of Asia1,095 792 573 Europe, Middle East and Africa2,114 1,536 1,067 Other513 264 222 Total $12,919 $9,520 $6,317 (1) Net revenue is attributed to geographic regions based on the ship-to location of the customer. July 3, 2026June 27, 2025 (in millions) Long-lived assets (1) United States$792 $807 Thailand867 791 Malaysia443 378 China94 87 Rest of Asia260 279 Europe, Middle East and Africa20 1 Total$2,476 $2,343 (1) Long-lived assets include property, plant and equipment and are attributed to the geographic location in which they are located. 67 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Customer Concentration and Credit Risk The Company sells its products to hyperscale cloud service providers, neoclouds, computer manufacturers and OEMs, resellers, distributors and retailers throughout the world. For 2026, three customers accounted for 16%, 15%, and 13%, respectively, of the Company s net revenue. For 2025, three customers accounted for 17%, 12% and 10%, respectively, of the Company s net revenue. For 2024, no single customer accounted for 10% or more of the Company s net revenue. For 2026, 2025, and 2024, the Company s top 10 customers accounted for 73%, 68%, and 55%, respectively, of the Company s net revenue. The Company performs ongoing credit evaluations of its customers financial condition to manage collection risk, in some cases supplemented by collateral. The Company maintains allowances for potential credit losses, and such losses have historically been within management s expectations. At any given point in time, the total amount outstanding from any one of a number of its customers may be individually significant to the Company s financial condition. As of July 3, 2026 and June 27, 2025, net accounts receivable were $2.03 billion and $1.49 billion, respectively, and reserves for potential credit losses were not material. As of July 3, 2026, two customers accounted for 25% and 17%, respectively, of the Company s net accounts receivable and as of June 27, 2025, three customers accounted for 20%, 19%, and 12%, respectively, of the Company s net accounts receivable. The Company also has cash equivalent and investment policies that limit the amount of credit exposure to any one financial institution or investment instrument and require that investments only be made with financial institutions or in investment instruments evaluated as highly credit-worthy. Segment Reporting The Company s Chief Executive Officer is the Company s CODM. The CODM manages the business as a provider of data storage devices and solutions based on HDD technology. The CODM evaluates the performance of the Company and makes decisions regarding the allocation of resources based on the Company s Net income (loss) from continuing operations and Total assets. The Company has therefore determined that it has one reportable segment: HDD. 68 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table is a reconciliation of the Company s measure of segment profit or loss, significant segment expenses and other segment items: 202620252024 (in millions) Revenue, net $12,919 $9,520 $6,317 Less: Significant expenses and other segment items Cost of revenue(1) 6,570 5,771 4,506 Research and development(1) 1,071 920 885 Selling, general and administrative(1) 461 503 583 Litigation matter (179)291 Business realignment charges (credits)(1) 137 (6)209 Stock-based compensation 204 167 202 Strategic review 38 Interest expense, net 114 312 381 Loss on retained interest in Sandisk (6,498)772 Costs in connection with debt-for-equity exchange545 100 Costs in connection with convertible notes transactions108 Costs in connection with equity-for-equity exchanges254 Other expense, net 9 2 14 Other segment items(2) 39 28 (53) Income tax expense (benefit) 481 (513)26 Net income (loss) from continuing operations $9,424 $1,643 $(765) (1) Excludes amounts related to stock-based compensation and strategic review which are presented separately in the table above. (2) Other segment items include activity from strategic investments and other small charges. Supplier Concentration Some key components are purchased from single source vendors for which alternative sources are currently not available. Shortages could occur in these essential materials due to an interruption of supply or increased demand in the industry. If the Company was unable to procure certain of such materials, the Company s sales could decline, which could have a material adverse effect on its results of operations. The Company also relies on third-party subcontractors to assemble and test a portion of its products. The Company does not have long-term contracts with some of these subcontractors and cannot directly control product delivery schedules or manufacturing processes. This could lead to product shortages or quality assurance problems that could increase the manufacturing costs of the Company s products and have material adverse effects on the Company s operating results. 69 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 4. Discontinued Operations On February 21, 2025, the Company completed the Separation of its Flash business through a pro rata distribution of 80.1% of the outstanding shares of Sandisk to Western Digital stockholders. The Separation is intended to be tax-free for U.S. federal income tax purposes. To reflect the completion of the Separation, the Company recorded a decrease in shareholders equity for the net book value of applicable assets and liabilities derecognized in connection with the Separation, net of the Company s retained 19.9% ownership interest, or 28.8 million shares, initially based on the net book value of the applicable assets and liabilities derecognized. As a result of the Separation, Sandisk became an independent public company and Western Digital no longer consolidates Sandisk into the Company s financial results. The historical net income of Sandisk and applicable assets and liabilities included in the Separation are now reported in the Company s Consolidated Financial Statements as discontinued operations for all periods prior to the Separation on February 21, 2025. Following the Separation, as the Company no longer controlled nor had the ability to exert significant influence over Sandisk, the Company measured its retained ownership interest in Sandisk common stock at fair value on a recurring basis (see additional information in Note 6, Fair Value Measurements and Investments). The following table provides a summary of net income (loss) from discontinued operations, net of taxes: 20252024$4,361 $6,686 2,892 5,514 718 957 229 102 (113) 144 97 3 (70)488 86 (36)(8)452 78 206 111 $246 $(33)20252024 Depreciation and amortization $115 $221 139 166 98 92 June 27, 2025 (in millions) Inventories: Raw materials and component parts$285 $227 Work-in-process829 785 Finished goods397 279 Total inventories$1,511 $1,291 Property, plant and equipment, net July 3, 2026June 27, 2025 (in millions) Property, plant and equipment: Land and improvements $225 $225 Buildings and improvements1,611 1,550 Machinery and equipment6,830 6,488 Computer equipment and software292 257 Furniture and fixtures40 33 Construction-in-process457 532 Property, plant and equipment, gross9,455 9,085 Accumulated depreciation(6,979)(6,742) Property, plant and equipment, net$2,476 $2,343 Depreciation expense for property, plant and equipment totaled $372 million, $334 million and $347 million in 2026, 2025 and 2024, respectively. Purchases of property, plant and equipment included in accounts payable and accrued expense were $216 million, $99 million and $117 million, as of July 3, 2026, June 27, 2025 and June 28, 2024, respectively. Non-current assets July 3, 2026June 27, 2025 (in millions) Non-current assets: Deferred tax assets $872 $1,007 Other non-current assets 558 477 Total non-current assets $1,430 $1,484 72 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Product warranty liability Changes in the warranty accrual were as follows:20252024 Warranty accrual, beginning of period152 $142 $202 99 79 Utilization(83)(119) Changes in estimate related to pre-existing warranties(6)(20) Warranty accrual, end of period207 $152 $142 The current portion of the warranty accrual is classified in Accrued expenses and the long-term portion is classified in Other liabilities as noted below:June 27, 2025 Warranty accrual: $42 $57 165 95 $207 $152 June 27, 2025 (in millions) Other liabilities: $235 $163 Other non-current liabilities522 396 Total other liabilities$757 $559 73 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Accumulated other comprehensive income (loss) Accumulated other comprehensive income (loss), net of tax, refers to expenses, gains and losses that are recorded as an element of shareholders equity but are excluded from net income. The following table illustrates the changes in the balances of each component of Accumulated other comprehensive income (loss):Foreign Currency Translation AdjustmentTotal Accumulated Other Comprehensive Income (Loss) (in millions) $14 $(505)(221)$(712) Other comprehensive income before reclassifications3 45 79 Amounts reclassified from accumulated other comprehensive income (loss) 149 Income tax expense related to items of other comprehensive income(1) (42) Net current-period other comprehensive income2 45 186 Distribution in connection with the Separation 458 546 Balance at June 27, 202516 (2)20 Other comprehensive income (loss) before reclassifications28 (1)7 (5) (4) Net current-period other comprehensive income (loss)23 (1)3 Balance at July 3, 2026$39 $(3)(13)$23 There were no amounts reclassified out of Accumulated other comprehensive income (loss) during 2026. During 2025, the amounts reclassified out of Accumulated other comprehensive income (loss) included losses of $149 million related to foreign exchange contracts. As of July 3, 2026, all existing unrealized net losses related to cash flow hedges recorded in Accumulated other comprehensive income (loss) are expected to be reclassified to earnings within the next twelve months. 74 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 6. Fair Value Measurements and Investments Financial Instruments Carried at Fair Value Financial assets and liabilities that are remeasured and reported at fair value at each reporting period are classified and disclosed in one of the following three levels: Level 1. Quoted prices in active markets for identical assets or liabilities. Level 2. Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3. Inputs that are unobservable for the asset or liability and that are significant to the fair value of the assets or liabilities. Following the Separation, through the date of disposal of its retained ownership interest in Sandisk common stock, the Company did not control or have the ability to exert significant influence over Sandisk. Accordingly, the Company measured its retained ownership interest in Sandisk common stock at fair value on a recurring basis over that period. The following tables present information about the Company s financial assets and liabilities that are measured at fair value on a recurring basis as of July 3, 2026 and June 27, 2025, and indicate the fair value hierarchy of the valuation techniques utilized to determine such values: July 3, 2026 Level 1Level 2Level 3Total (in millions) Assets: $67 $ $ $67 Foreign exchange contracts 2 2 Total assets at fair value$67 $2 $ $69 Liabilities: Foreign exchange contracts$ $22 $ $22 Total liabilities at fair value$ $22 $ $22 June 27, 2025 Level 1Level 2Level 3Total (in millions) Assets: $354 $ $ $354 Cash equivalents Money market funds285 285 10 10 $639 $10 $ $649 Liabilities: Foreign exchange contracts$ $4 $ $4 $ $4 $ $4 75 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Retained Interest in Sandisk. The Company retained 28.8 million shares of Sandisk at the Separation. These shares were valued based on quoted market prices. As discussed in Note 7, Debt, the Company exchanged 21.3 million shares of Sandisk to settle a portion of the Company s Term Loan A-3 and an additional 5.8 million shares to retire the Bridge Loan and the remaining outstanding balance of Term Loan A-3. As discussed in Note 13, Shareholders Equity and Convertible Preferred Stock, the Company used its remaining 1.7 million shares of Sandisk common stock to acquire 4.8 million shares of the Company s common stock. As of July 3, 2026, the Company no longer held any shares of Sandisk common stock. Money Market Funds. The Company s money market funds are funds that invest in U.S. Treasury and U.S. Government agency securities. Money market funds are valued based on quoted market prices. Foreign Exchange Contracts. The Company s foreign exchange contracts are short-term contracts to hedge the Company s foreign currency risk. Foreign exchange contracts are valued using an income approach that is based on a present value of future cash flows model. The market-based observable inputs for the model include forward rates and credit default swap rates. Derivative assets and liabilities are reflected in the Company s Consolidated Balance Sheets under Other current assets and Accrued expenses, respectively. During 2026 and 2025, the Company had no transfers of financial assets and liabilities between levels and there were no changes in valuation techniques and the inputs used in the fair value measurement. Financial Instruments Not Carried at Fair Value The following table contains the related carrying value (which includes principal adjusted for any unamortized issuance costs, and discounts or premiums) and fair value (which is based on quoted market prices) for each of the Company s outstanding financial instruments. Each of the financial instruments presented below was categorized as Level 2 for all periods presented, based on the frequency of trading immediately prior to the end of the fourth quarter of 2026 and the fourth quarter of 2025, respectively. July 3, 2026June 27, 2025 Carrying ValueFair ValueCarrying ValueFair Value (in millions) 3.00% convertible notes due 2028 $702 $10,109 $1,575 $2,849 Revolving Credit Facility maturing January 2027350 350 Variable interest rate Term Loan A-3 maturing 2027 1,642 1,655 4.75% senior unsecured notes due 2026 500 499 498 463 3.10% senior notes due 2032 496 442 Total$1,052 $10,459 $4,711 $5,908 76 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 7. Debt Debt consisted of the following: July 3, 2026June 27, 2025 (in millions) 3.00% convertible notes due 2028 $710 $1,600 Revolving Credit Facility maturing January 2027350 Variable interest rate Term Loan A-3 maturing 2027 1,649 4.75% senior unsecured notes due 2026 500 2.85% senior notes due 2029 500 3.10% senior notes due 2032 500 Total debt1,060 4,749 Issuance costs(8)(38) Subtotal1,052 4,711 Less: current portion of long-term debt(1,052)(2,226) Long-term debt$ $2,485 Revolving Credit Facility and Term Loans On February 20, 2025, the Company entered into a fourth amendment to the loan agreement governing the Company s revolving credit facility maturing in January 2027 (the Revolving Credit Facility ) and Term Loan Facility (as defined below), dated as of January 7, 2022 (as amended, the Loan Agreement ) that, among other changes, (a) permitted the Separation, (b) provided for the automatic release, in connection with the Separation, of guarantees and liens on collateral provided by Sandisk and Sandisk Technologies, Inc. under the Loan Agreement, (c) provided for the issuance of a new $2.51 billion Term Loan A-3 in a non-cash exchange to replace the Company s previously existing Term Loan A-2 (the Term Loan A-2 and, together with the Term Loan A-3, the Term Loan Facility ), (d) facilitated the exchange of Sandisk shares retained at the Separation to settle a portion of the Term Loan A-3 in connection with the Sandisk retained interest, and (e) in connection with the Separation, reduced the aggregate commitments under the Revolving Credit Facility from $2.25 billion to $1.25 billion. In June 2025, the Company settled $800 million of the Term Loan A-3 principal amount, through a non-cash exchange of 21.3 million shares of Sandisk common stock held by the Company, and a $4 million cash payment, resulting in $100 million recorded in Costs in connection with debt-for-equity exchange in the Consolidated Statement of Operations. In September and December 2025, the Company made scheduled principal repayments aggregating to $63 million under Term Loan A-3. In February 2026, the Company executed a series of transactions to further reduce its outstanding debt. Initially, the Company entered into a $1.50 billion bridge loan (the Bridge Loan ). The Bridge Loan was utilized to consolidate the holders of the 4.75% senior unsecured notes due 2026, the 2.85% senior notes due 2029, and the 3.10% senior notes due 2032 (collectively, the Senior Notes ) from a broad creditor base into two holders to facilitate a debt-for-equity exchange. The proceeds of the Bridge Loan were used to fully redeem all of the Senior Notes in cash, at par plus accrued interest. In connection with the redemptions, the Company wrote off $6 million of remaining unamortized issuance costs. Following the redemptions, the Company retired the Bridge Loan and its existing Term Loan A-3 through a non-cash, tax-free exchange for 5.8 million shares of Sandisk common stock held by the Company, valued at $3.62 billion on the date of exchange. The exchange resulted in $539 million recorded in Costs in connection with debt-for-equity exchange in the Consolidated Statement of Operations. This amount primarily reflects a discount to the market price of Sandisk shares provided to the counterparties in connection with the exchange and was primarily driven by volatility of Sandisk s stock price over the period between exchange and settlement. In 2025, the Company drew and repaid $150 million principal amount under the Revolving Credit Facility. In June 2026, the Company drew $450 million in principal amount and repaid $100 million thereunder, with $350 million remaining outstanding as of July 3, 2026. The remaining available capacity under the Revolving Credit Facility was $900 million as of July 3, 2026, net of an immaterial amount of outstanding letters of credit. 77 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Borrowings under the Loan Agreement bear interest, at the Company s option, at a per annum rate equal to either (x) the Adjusted Term SOFR Rate (as defined in the Loan Agreement) plus an applicable margin varying from 1.125% to 2.000% or (y) a base rate plus an applicable margin varying from 0.125% to 1.000%, in each case depending on the corporate family ratings of the Company from at least two of the Credit Rating Agencies (as defined in the Loan Agreement). The Company is also required to pay an unused commitment fee on the Revolving Credit Facility ranging from 0.120% to 0.350% based on the corporate family ratings of the Company from at least two of the Credit Rating Agencies, with an initial unused commitment fee of 0.200%. The all-in interest rate for the Revolving Credit Facility was 5.127% as of July 3, 2026. The Loan Agreement governing the Revolving Credit Facility requires the Company to maintain a ratio of total funded debt to Consolidated Adjusted EBITDA (as defined in the Loan Agreement) below a maximum, at the end of each quarter, which is currently 3.25 times for all periods through maturity. As of July 3, 2026, the Company was in compliance with all financial covenants under the Loan Agreement. The Loan Agreement also requires the Company to comply with customary covenants that include, among others, limitations on the incurrence of additional debt, liens on property, acquisitions and investments, loans and guarantees, mergers, consolidations, liquidations and dissolution, asset sales, dividends and distribution, and other payments in respect of the Company s capital stock, prepayments of certain debt, transactions with affiliates and certain modifications of organizational documents and certain debt agreements. Convertible Notes On November 3, 2023, the Company issued $1.60 billion in aggregate principal amount of convertible senior notes which bear interest at an annual rate of 3.00% and mature on November 15, 2028, unless earlier repurchased, redeemed or converted (the 2028 Convertible Notes ). Net proceeds from the 2028 Convertible Notes were approximately $1.56 billion after deducting issuance costs of approximately $37 million. Debt issuance costs are amortized to interest expense over the term of the 2028 Convertible Notes. As of July 3, 2026, $8 million of issuance costs remained unamortized. Interest is payable on May 15 and November 15 of each year. The Company is not required to make principal payments on the 2028 Convertible Notes prior to the maturity date. The 2028 Convertible Notes are guaranteed by Western Digital Technologies, Inc., the Company s wholly-owned subsidiary. The 2028 Convertible Notes are convertible at the option of any holder beginning on August 15, 2028, at a conversion price of approximately $37.72 per share of common stock as of July 3, 2026 (which has been adjusted from its original conversion price of approximately $52.20 in accordance with the indenture, as a result of the Separation and dividends paid on the Company s common stock). Prior to August 15, 2028, if the trading price of the Company s common stock remains above 130% of the conversion price for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading-day period prior to the end of a calendar quarter, holders of the 2028 Convertible Notes would have the right to convert the 2028 Convertible Notes during the next succeeding calendar quarter. The 2028 Convertible Notes are also convertible prior to August 15, 2028 upon the occurrence of certain corporate events. Upon any conversion of the 2028 Convertible Notes, the Company will pay cash for the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, shares of the Company s common stock or a combination thereof, at the Company s election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the notes being converted. On or after November 15, 2026, the Company may redeem for cash, at par plus accrued interest, all or any portion of the 2028 Convertible Notes, at its option, if the last reported sale price of the Company s common stock has been at least 130% of the conversion price then in effect for at least 10 trading days during any 20 consecutive trading day period immediately preceding the date of the Company s redemption notice. The sale price conditional conversion feature of the 2028 Convertible Notes has been triggered since June 30, 2025, which has provided, and continues to provide, the holders of those notes with the right to convert through September 30, 2026, at which point the common stock price will be re-evaluated to determine whether the 2028 Convertible Notes will continue to be convertible in the subsequent calendar quarter. Accordingly, the Company has classified the 2028 Convertible Notes as current liabilities in the Company s Consolidated Financial Statements as of July 3, 2026 and June 27, 2025. In March 2026, holders of $32 million in aggregate principal amount of the 2028 Convertible Notes tendered them for conversion (the Tendered Notes ). At that same time, the Company made an irrevocable election to settle in cash the conversion obligation in excess of the principal amount of the Tendered Notes, as permitted by the Indenture. On June 2, 2026, 78 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) the Company used $360 million in cash to fully settle the Tendered Notes. The election to settle the conversion premium in cash, instead of shares, required the allocation of a portion of the settlement proceeds to the embedded conversion feature as a derivative instrument pursuant to Accounting Standards Codification 815, Derivatives and Hedging. Driven by the appreciation of the Company s common stock from the tendered date through the settlement date, the derivative instrument was remeasured to a fair value of $106 million and was recognized in Costs in connection with convertible notes transactions in the Consolidated Statements of Operations. In June 2026, the Company entered into separate, privately negotiated exchange agreements with certain holders of the 2028 Convertible Notes, in an aggregate principal amount of $858 million, pursuant to which the Company fully settled the obligation for an aggregate $860 million cash (which reflected principal amount and a small inducement cost) and 21.3 million shares of the Company s common stock for the conversion premium of $12.5 billion. In connection with these exchange transactions, the Company wrote off $10 million of remaining unamortized issuance costs. The Company accounted for these exchange transactions as induced conversion transactions and recognized an immaterial induced conversion expense in Costs in connection with convertible notes transactions in the Consolidated Statements of Operations. There was no settlement or modification made to the related capped call transactions in connection with the exchange agreements (see Capped Calls below). As of July 3, 2026, $710 million in aggregate principal amount of the 2028 Convertible Notes remained outstanding. Through July 3, 2026, $343 million in aggregate principal amount of these notes had been tendered for conversion. The Company has elected to issue shares of its common stock to satisfy the conversion obligation in excess of the principal amount for substantially all of these notes, which have settled or are expected to settle in the first quarter of 2027. The Company continues to retain the right to settle any conversion obligation in excess of the principal amount of any of the remaining 2028 Convertible Notes in cash or shares or a combination thereof, at its election. Capped Calls In connection with the issuance of the 2028 Convertible Notes, the Company also entered into privately negotiated capped call transactions with certain counterparties (the Capped Calls ). As of July 3, 2026, the Capped Calls each have a strike price of approximately $37.72 per share and a cap price of approximately $50.40 per share, each of which has been adjusted from their original price, in accordance with the terms of the agreements. The Capped Calls are generally intended to reduce or offset the potential dilution to the Company s common stock upon any conversion of the 2028 Convertible Notes with such reduction or offset, as the case may be, subject to a cap based on the cap price. If the market price per share of the Company s common stock, as measured under the terms of the Capped Calls, exceeds the cap prices of the Capped Calls, there would not be an offset for the excess. The Capped Calls are separate transactions and not part of the terms of the 2028 Convertible Notes. As these transactions met certain accounting criteria, the Capped Calls were recorded in shareholders equity and are not accounted for as derivatives. The original cost of the Capped Calls of $155 million, net of $37 million in deferred tax assets, was recorded as a decrease to Additional paid-in capital on the Company s Consolidated Balance Sheets. In June 2026, in connection with the settlement of the Tendered Notes, the Company received an immaterial number of shares of its common stock from the settlement of a pro rata amount of the Capped Calls. As of July 3, 2026, the outstanding Capped Calls had an aggregate notional value of $1.57 billion. Subsequent to July 3, 2026, in connection with the additional $343 million in aggregate principal amount of the 2028 Convertible Notes tendered for conversion, the Company has received or will receive additional shares of its common stock in the first quarter of 2027 from the settlement of a pro rata amount of the Capped Calls. Senior Notes In December 2021, the Company issued $500 million in aggregate principal amount of 2.850% senior notes due February 1, 2029 and $500 million in aggregate principal amount of 3.100% senior notes due February 1, 2032. As discussed above, in February 2026, the outstanding principal balances of these notes were fully redeemed in cash using the proceeds of the Bridge Loan. In February 2018, the Company issued $2.30 billion in aggregate principal amount of 4.750% senior unsecured notes due February 15, 2026. In April 2025, the Company redeemed, at its election, $1.80 billion in aggregate principal amount of these notes at par plus accrued interest. As discussed above, in February 2026, the remaining outstanding principal balance of these notes was fully redeemed in cash using the proceeds of the Bridge Loan. 79 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Collateral and Restrictive Covenants Historically, under the terms of the Loan Agreement, the Revolving Credit Facility and Term Loan Facility were unconditionally guaranteed by Western Digital Technologies, Inc. (the Guarantor ) and were secured on a first-priority basis (subject to permitted liens) by a lien on substantially all assets and properties of the Company and the Guarantor (the Collateral ), subject to certain exceptions. During the third quarter of 2026, the Company obtained investment-grade ratings from two rating agencies, and therefore, pursuant to the terms of the Loan Agreement, the guarantee and the lien on the Collateral on the Revolving Credit Facility have been fully released. The indenture governing the 2028 Convertible Notes contains various restrictive covenants, which can include limitations on the Company s and its subsidiaries ability to, among other things, consolidate, merge or sell all or substantially all of their assets; create liens; and incur, assume or guarantee additional indebtedness, and are subject to a number of limitations and exceptions. 80 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 8. Leases and Other Commitments Leases The Company leases certain domestic and international facilities and data center space under long-term, non-cancelable operating leases that expire at various dates through 2034. These leases include no material variable or contingent lease payments. Operating lease assets and liabilities are recognized based on the present value of the remaining lease payments discounted using the Company s incremental borrowing rate. Operating lease assets also include prepaid lease payments minus any lease incentives. Extension or termination options present in the Company s lease agreements are included in determining the right-of-use asset and lease liability when it is reasonably certain the Company will exercise those options. Lease expense is recognized on a straight-line basis over the lease term. The following table presents right-of-use lease assets and lease liabilities included in the Company s Consolidated Balance Sheets: July 3, 2026June 27, 2025 (in millions) Operating lease right-of-use assets (included in Other non-current assets) $122 $123 Operating lease liabilities: Current portion of long-term operating lease liabilities (included in Accrued expenses) 32 31 Long-term operating lease liabilities (included in Other liabilities) 107 110 Total operating lease liabilities $139 $141 The following table summarizes supplemental disclosures of operating cost and cash flow information related to operating leases:2024 Cost of operating leases37 33 $41 Cash paid for operating leases44 Operating lease assets obtained in exchange for operating lease liabilities10 June 27, 20255.66.15.1 %5.0 %$37 30 25 18 16 34 160 21 $139 (in millions) $65 202827 202950 203097 Thereafter71 Total$310 82 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 9. Income Taxes Income (Loss) Before Taxes The domestic and foreign components of Income (loss) before taxes were as follows: 202620252024 (in millions) Foreign$925 $2,602 $(492) Domestic8,980 (1,472)(247) Income (loss) before taxes$9,905 $1,130 $(739) Income Tax Expense (Benefit) The components of Income tax expense (benefit) were as follows: 202620252024 (in millions) Current: Foreign$189 $213 $77 Domestic - Federal125 90 34 Domestic - State38 (1)6 352 302 117 Deferred: Foreign(64)(1)(8) Domestic - Federal193 (773)(68) Domestic - State (41)(15) 129 (815)(91) Income tax expense (benefit) $481 $(513)$26 Previously, the Tax Cuts and Jobs Act of 2017 ( TCJA ) eliminated the ability to deduct R&D expenditures in the year incurred, requiring capitalization and amortization under Internal Revenue Code Section 174. In July 2025, the One Big Beautiful Bill Act of 2025 was signed into law, which includes broad tax reform provisions that extend and modify key elements of the TCJA. Notably, the new legislation now allows an option for the immediate expensing of domestic R&D expenditures, beginning with 2026. The legislation also includes favorable modifications to international tax provisions, including changes to the Global Intangible Low-Taxed Income regime and enhancements to the Foreign Derived Deduction Eligible Income ( FDDEI ) deduction that will become effective for the Company in 2027. In August 2022, the Inflation Reduction Act of 2022 was signed into law, which contained, among other things, a corporate alternative minimum tax ( CAMT ) of 15% on corporations with three-year average annual adjusted financial statement income ( AFSI ) exceeding $1.0 billion. Although CAMT went into effect in 2024, the Company was not subject to CAMT in 2024 and 2025. The Company is not subject to CAMT in 2026 as its average annual AFSI did not exceed $1.0 billion for the preceding three-year period. 83 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) In December 2021, the Organization for Economic Co-operation and Development G20 ( OECD/G20 ) Inclusive Framework on Base Erosion and Profit Shifting released Model Global Anti-Base Erosion rules under Pillar Two. Several non-U.S. jurisdictions have either enacted legislation or announced their intention to enact future legislation to adopt certain or all components of Pillar Two, also known as Global Minimum Tax ( GMT ). For 2026, the Company is subject to GMT in Malaysia and Thailand. Deferred Taxes Temporary differences and carryforwards, which give rise to a significant portion of deferred tax assets and liabilities were as follows: July 3, 2026June 27, 2025 (in millions) Deferred tax assets: Sales related reserves and accrued expenses not currently deductible$71 $38 Accrued compensation and benefits not currently deductible101 75 114 133 Business credit carryforward562 562 Long-lived assets748 796 Interest and hedging costs not currently deductible22 166 Other44 29 Total deferred tax assets1,662 1,799 Deferred tax liabilities: Long-lived assets(69)(40) Unremitted earnings of certain non-U.S. entities(114)(149) Other(1)(12) Total deferred tax liabilities(184)(201) Valuation allowances(611)(598) Deferred tax assets, net$867 $1,000 The decrease in the deferred tax assets is attributable primarily to the utilization of interest expense carryforwards that had been previously deferred due to interest expense limitations. This decrease includes the interest paid in connection with the IRS settlement for years 2008 through 2015 that was previously deferred. The Company continues to assess and adjust its valuation allowance based on operating results and market conditions. After weighing both the positive and negative evidence available, including, but not limited to, earnings history, projected future outcomes, industry and market trends and the nature of each of the deferred tax assets, the Company determined that it is able to realize its deferred tax assets except for certain loss and credit carryforwards. The Company is permanently reinvested with respect to certain foreign earnings. There is no unrecognized deferred tax liability associated with the repatriation of these foreign undistributed earnings as it can be achieved without additional federal tax consequences. 84 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Effective Tax Rate The following table reconciles the income tax provision with the amount calculated using the U.S. federal statutory rate applied to pretax income, reflecting the adoption of ASU 2023-09 (amounts in millions, except for percentages): Percent US Federal Statutory Income Tax Rate2,080 21 % State and Local Income Taxes, Net of Federal Income Tax Effect (1) 1 Foreign Tax Effects(1) Pillar Two1 Other Other Foreign Jurisdictions(1) Effect of Changes in Tax Laws or Rates Enacted in the Current Period Effect of Cross-Border Tax Laws(1) Other Tax Credits(1) Valuation Allowance Non-taxable or Non-deductible Items:(2) (12) Other Uncertain Tax Positions (3) 1 Other(1) Total Tax Provision and Effective Tax Rate481 5 % (1) State taxes in Illinois, New Jersey, and Utah comprised greater than 50% of the tax effect in this category. (2) Includes amounts related to non-deductible stock-based compensation, in addition to excess tax benefits or shortfalls from stock-based compensation. Our tax provision includes $155 million of tax windfalls from stock-based compensation. (3) Changes in unrecognized tax benefits are presented on an aggregated basis for all jurisdictions. 85 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Cash paid for income taxes, net of refunds received, by jurisdiction, pursuant to the disclosure requirements of ASU 2023-09, is as follows: Federal506 State Foreign Malaysia Other Cash paid for income taxes, net of refunds received734 Reconciliation of the U.S. Federal statutory rate to the Company s effective tax rate is as follows:2024 U.S. Federal statutory rate%21 % Tax rate differential on international income(22) (1) Tax effect of U.S. foreign minimum tax(6) (1) Tax effect of non-deductible loss on retained interest in Sandisk Tax effect of U.S. permanent differences5 State income tax, net of federal tax2 (3) Unremitted earnings of certain non-U.S. entities(2) 1 R&D tax credits5 U.S. return to provision Tax reserves(3) Inter-entity asset transfer Other Effective tax rate%(4)% The tax rate differential on international income is comprised primarily of reduced tax rates from the Company tax holidays. Tax Holidays A substantial portion of the Company s manufacturing operations in the Philippines and Thailand operate under various tax holidays and tax incentive programs, which will expire in whole or in part at various dates beginning in the first quarter of 2027 through 2033. Certain tax holidays and tax incentive programs may be extended if specific conditions are met. The Company s tax holiday in Malaysia expired on November 1, 2023. The Company has applied for a new incentive and is engaged in active discussions with the Malaysian Investment Development Authority. Because no formal agreement is in place, the Company is applying the Malaysia corporate statutory tax rate on its post-expiration Malaysian income. If a new incentive is granted, the Company will make an adjustment to its effective tax rate in that period. 86 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) One of the Company s tax holidays in Thailand is scheduled to expire on August 31, 2026. While the Company s earnings in Thailand for the current fiscal year remain eligible for this incentive, certain deferred tax balances are scheduled to reverse after the expiration date. The Company is in active discussions with the Thailand Board of Investment regarding an extension; however, because no formal agreement is in place, the Company has measured these reversing deferred taxes using the Thailand statutory corporate tax rate. If an extension is granted, the Company will make an adjustment to its effective tax rate in the period of enactment. The direct tax impact of these tax holidays and tax incentives was an increase to the Company s net earnings by $60 million, or $0.16 per diluted share, $551 million, or $1.54 per diluted share, and $209 million, or $0.64 per diluted share, in 2026, 2025 and 2024, respectively. The direct tax impact of these tax holidays and tax incentives amount was reduced for GMT in Thailand, which became applicable for the Company in 2026. Tax Carryforwards As of July 3, 2026, the Company had varying amounts of federal and state NOL/tax credit carryforwards that do not expire or, if not used, expire in various years. Following is a summary of the Company s federal and state NOL/tax credit carryforwards and the related expiration dates of these NOL/tax credit carryforwards: JurisdictionNOL/Tax Credit Carryforward AmountExpiration (in millions) Federal NOL (Pre 2017 Act Generation)$546 2027 to 2038 California NOL 353 2028 to 2047 Other State NOL 194 Various Federal tax credits49 2027 to 2035 State tax credits774 No expiration The federal and state NOLs and credits relating to various acquisitions are subject to limitations under Sections 382 and 383 of the U.S. Internal Revenue Code. The Company expects the total amount of federal and state NOLs to be ultimately realized will be reduced because of these provisions by $116 million and $240 million, respectively. The Company expects the total amount of federal and state credits ultimately realized will be reduced because of these provisions by $27 million and $2 million, respectively. As of July 3, 2026, the Company had varying amounts of foreign NOL carryforwards that do not expire or, if not used, expire in various years, depending on the country. The major jurisdictions that the Company receives foreign NOL carryforwards and the related amounts and expiration dates of these NOL carryforwards are as follows: JurisdictionNOL Carryforward AmountExpiration (in millions) $76 2029 20252024 (in millions) Unrecognized tax benefit, beginning balance$569 $721 $1,021 Gross increases related to current year tax positions13 11 25 Gross increases related to prior year tax positions34 26 73 Gross decreases related to prior year tax positions (13)(32) Settlements(4)(40)(363) Lapse of statute of limitations(2)(10)(3) (126) Unrecognized tax benefit, ending balance$610 $569 $721 As of July 3, 2026, June 27, 2025 and June 28, 2024, the portion of the gross unrecognized tax benefits, if recognized, that would affect the effective tax rate is $455 million, $416 million and $555 million, respectively. It is the Company s policy to include interest and penalties related to its gross unrecognized tax benefits as a component of the provision for income taxes. Accrued interest and penalties included in the Company s liability related to unrecognized tax benefits as of July 3, 2026, June 27, 2025 and June 28, 2024 was $130 million, $82 million and $181 million, respectively. As of July 3, 2026, June 27, 2025 and June 28, 2024, the Company s payables related to unrecognized tax benefits, including accrued interest and penalties, were $585 million, $498 million and $736 million, respectively. Of these amounts, approximately $349 million, including interest and penalties, could result in potential cash payments to be made within the next twelve months and have been included in Income taxes payable on the Consolidated Balance Sheets as of July 3, 2026. The remaining payables related to unrecognized tax benefits, including accrued interest and penalties, are included in Other liabilities on the Consolidated Balance Sheets as of July 3, 2026 and June 27, 2025. The potential cash payments of $349 million is expected to be netted with offsetting favorable tax receivables totaling $213 million, including among other things, a reduction to our mandatory deemed repatriation tax obligations related to the settlement for the years 2008 through 2015, for potential net cash payments of $136 million. These tax receivables are classified in Other current assets on the Consolidated Balance Sheets as of July 3, 2026. In connection with Internal Revenue Service ( IRS ) settlements for the years 2008 through 2015, the Company expects to realize reductions to its mandatory deemed repatriation tax obligations and tax savings from interest deductions in future years aggregating to approximately $166 million. Of this amount, $65 million of interest savings from the interest paid with respect to years 2008 through 2015 that were previously classified as a deferred tax asset due to interest expense limitation rules have been utilized during the fiscal year. The Company files U.S. Federal, U.S. state and foreign tax returns. For both federal and state tax returns, with few exceptions, the Company is subject to examination for 2016 through 2025. The Company is no longer subject to examination by the IRS for periods prior to 2016, although carry forwards generated prior to those periods may still be adjusted upon examination by the IRS or state taxing authority if they either have been or will be used in a subsequent period. In the following major foreign jurisdictions, the Company could be subject to examination as noted below: 88 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) JurisdictionPeriod Subject to Examination China (calendar)2015-2025 India (fiscal)2018-2025 Japan (fiscal)2017-2025 Malaysia (fiscal)2019-2025 Thailand (fiscal)2015-2025 Singapore (fiscal)2022-2025 United Kingdom (fiscal)2024-2025 The Company believes that adequate provision has been made for any adjustments that may result from any other tax examinations. The outcome of such tax examinations, however, cannot be predicted with certainty. If any issues addressed in the Company s tax examinations are resolved in a manner not consistent with management s expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs. As of July 3, 2026, with the exception of the net potential cash payment of $136 million, it was not possible to estimate the amount of change, if any, in the unrecognized tax benefits that is reasonably possible within the next twelve months. Any significant change in the amount of the Company s liability for unrecognized tax benefits would most likely result from additional information relating to the examination of the Company s tax returns. 89 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 10. Business Realignment Charges (Credits) The Company periodically incurs charges to realign its business operations with anticipated business needs, primarily consisting of organization rationalization designed to streamline its business, reduce its cost structure and focus its resources. These actions have resulted in charges for employee termination benefits and charges from the impairment of intangible assets and other long-lived assets. In 2026, the Company canceled certain facility projects and impaired related construction in progress assets as realigned resources to optimize capacity to support recent growth. In 2024, the Company reassessed capacity development plans at that time and made a decision to cancel certain projects, including projects to expand capacity in its Penang, Malaysia facility, resulting in the impairment of existing construction in progress, other assets and the recognition of a liability for certain contract termination costs. The Company may also periodically record credits related to gains upon the sale of property in connection with these activities. The Company recorded the following charges related to these actions:20252024 Cash-based employee termination benefits97 $2 $34 Stock-based employee termination benefits Asset impairments and recoveries, net 146 (8)29 146 $(6)$209 The following table presents an analysis of the components of these activities against the reserve (included in Accrued expenses) during the year ended July 3, 2026: Employee Termination BenefitsContract Termination and Other Total (in millions) Accrual balance as of June 27, 2025$1 $9 $10 Charges97 7 104 Cash payments(98)(3)(101) $ $13 $13 90 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 11. Pension and Other Post-Retirement Benefit Plans The Company has pension and other post-retirement benefit plans in various countries. The Company s principal pension plans are in Japan, Thailand, and the Philippines (the Pension Plans ). All other pension and other post-retirement benefit plans are immaterial to the Consolidated Financial Statements. The expected long-term rate of return on the Pension Plans assets is 2.5%. Obligations and Funded Status The following table presents the changes in unfunded status of the benefit obligations for the Pension Plans: 202620252024 (in millions) Change in benefit obligation: Projected benefit obligation at beginning of period$272 $244 $273 Service cost9 9 9 Interest cost7 7 6 (25)(6)(17) Benefits paid(10)(8)(7) Settlement/curtailment 2 (16)26 (22) Projected benefit obligation at end of period237 272 244 Change in plan assets: Fair value of plan assets at beginning of period204 184 185 Actual return on plan assets10 3 12 Employer contributions5 6 13 Benefits paid(10)(8)(7) (20)19 (19) Fair value of plan assets at end of period189 204 184 Unfunded status$48 $68 $60 The following table presents the unfunded amounts related to the Pension Plans as recognized on the Company s Consolidated Balance Sheets: July 3, 2026June 27, 2025 (in millions) Current liabilities$1 $1 Non-current liabilities47 67 Net amount recognized$48 $68 The accumulated benefit obligation for the Pension Plans was $237 million at July 3, 2026. As of July 3, 2026, the accumulated other income pension balance was $53 million. There were no material prior service credits for the Pension Plans recognized in Accumulated other comprehensive income (loss) in the Consolidated Balance Sheet as of July 3, 2026. Net periodic benefit costs were not material for 2026, 2025 and 2024. 91 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Assumptions Weighted-Average Assumptions The weighted-average actuarial assumptions used to determine the projected benefit obligations for the Pension Plans were as follows: 20252024 Discount rate3.8 %2.9 %3.0 % Rate of compensation increase3.0 %2.7 %2.7 % The weighted-average actuarial assumptions used to determine benefit costs for the Pension Plans were as follows: 20252024 Discount rate2.9 %3.0 %2.2 % Expected long-term rate of return on plan assets2.5 %2.5 %2.5 % Rate of compensation increase2.7 %2.7 %2.4 % The Company develops a discount rate by calculating when the estimated benefit payments will be due. Management then matches the benefit payments to high-quality bonds which match the timing of the expected benefit payments to determine the appropriate discount rate. The Company develops the expected long-term rate of return on plan assets by analyzing rates of return in each plan as well as the investment portfolio applicable to the plan depending on each plan s economic environment. The Company s estimates of future rates of return on assets is based in large part on the projected rate of return from the respective investment managers using a long-term view of historical returns, as well as actuarial recommendations using the most current generational and mortality tables and rates. As of July 3, 2026, the Pension Plans assets materially consisted of plan assets related to the Japan pension plan and, as such, the assumption used herein is primarily related to the Japan pension plan. The Company develops the rate of compensation increase assumptions using local compensation practices and historical rates of increases. Plan Assets Investment Policies and Strategies The investment policy in the Pension Plans is to generate a stable return on investments over a long-term horizon in order to have adequate pension funds to meet the Company s future obligations. In order to achieve this investment goal, a diversified portfolio with target asset allocation and expected rate of return is established by considering factors such as composition of participants, level of funded status, capacity to absorb risks and the current economic environment. The target asset allocation is 55% in debt securities, 30% in equity securities, and the remaining 15% in other assets. Risk management is accomplished through diversification, periodic review of plan asset performance and appropriate realignment of asset allocation. Assumptions regarding the expected long-term rate of return on plan assets are periodically reviewed and are based on the historical trend of returns, the risk and correlation of each asset and the latest economic environment. The expected long-term rate of return is estimated based on many factors, including expected forecast for inflation, risk premiums for each asset class, expected asset allocation, current and future financial market conditions and diversification and rebalancing strategies. Historical return patterns and correlations, consensus return forecasts and other relevant financial factors are analyzed periodically by the investment advisor so as to ensure that the expected long-term rate of return is reasonable and appropriate. 92 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Fair Value Measurements The following tables present the Pension Plans major asset categories and their associated fair values and net asset values as of July 3, 2026 and June 27, 2025: July 3, 2026 Level 1Level 2Level 3Total (in millions) Plan assets measured at fair value: Equity: $ $60 $ $60 Fixed income: 103 103 163 163 26 Total investments at fair value$ $163 $ $189 June 27, 2025 Level 1Level 2Level 3Total (in millions) Plan assets measured at fair value: Equity: $ $66 $ $66 Fixed income: 110 110 176 176 28 Total investments at fair value$ $176 $ $204 (1) Commingled funds represent pooled institutional investments. (2) Equity mutual funds invest primarily in equity securities. (3) Fixed income mutual funds invest primarily in fixed income securities. There were no significant movements of assets between any level categories in 2026 or 2025. Fair Value Valuation Techniques Equity securities are valued at the closing price reported on the stock exchange on which the individual securities are traded. Equity commingled/mutual funds are typically valued using the net asset value ( NAV ) provided by the investment manager or administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, minus liabilities and divided by the number of shares or units outstanding. These assets are classified as either Level 1 or Level 2, depending on availability of quoted market prices for identical or similar assets. If available, fixed income securities are valued using the close price reported on the major market on which the individual securities are traded and are classified as Level 1. The fair value of other fixed income securities is typically estimated using pricing models and quoted prices of securities with similar characteristics and is generally classified as Level 2. Cash equivalents include money market accounts that are valued at their cost plus interest on a daily basis, which approximates fair value. Short-term investments represent securities with original maturities of one year or less. These assets are classified as either Level 1 or Level 2. 93 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Cash Flows The Company s expected employer contributions for 2027 and annual benefit payments over the next five years for its Pension Plans are not expected to be material. 94 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 12. Western Digital Corporation 401(k) Plan The Company maintains the Western Digital Corporation 401(k) Plan (the Plan ). The Plan covers substantially all U.S. employees, subject to certain eligibility requirements. Eligible employees receive employer matching contributions immediately upon hire. Eligible employees do not include individuals that are covered by a collective bargaining agreement, provide services as a consultant, interns, independent contractors, leased or temporary employees, or who otherwise are not treated as common-law employees. Eligible employees are able to contribute up to 85% of their eligible compensation on a combined pre-tax and Roth basis regardless of age, and 10% of their eligible compensation on an after-tax basis, all subject to U.S. IRS limitations. The Company may make a basic matching contribution equal to 50% of each eligible participant s contribution that does not exceed 6% of the eligible participant s annual compensation in the year of contribution. Furthermore, the Company s employer matching contributions vest immediately. Contributions, including the Company s matching contribution to the Plan, are recorded as soon as administratively possible after the Company makes payroll deductions from Plan participants. For 2026, 2025 and 2024, the Company made Plan contributions of $23 million, $22 million and $8 million, respectively. 95 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 13. Shareholders Equity and Convertible Preferred Stock 2021 Long-Term Incentive Plan In November 2021, stockholders approved the Western Digital Corporation 2021 Long-Term Incentive Plan (as amended and restated, the 2021 Plan ). Upon the effective date of the 2021 Plan, no new awards were granted under the Western Digital Corporation Amended and Restated 2017 Performance Incentive Plan (the 2017 Plan ). The types of awards that may be granted under the 2021 Plan include stock options, stock appreciation rights ( SARs ), RSUs, PSUs, restricted stock and other forms of awards granted or denominated in the Company s common stock or units of the Company s common stock, as well as cash awards. Persons eligible to receive awards under the 2021 Plan include officers and employees of the Company or any of its subsidiaries, directors of the Company and certain consultants and advisors to the Company or any of its subsidiaries. The vesting of awards under the 2021 Plan and the 2017 Plan is determined at the date of grant. Each award expires on a date determined at the date of grant; however, the maximum term of options and SARs is ten years after the grant date of the award. RSUs typically vest over periods ranging from two to four years from the date of grant. PSUs are granted to certain employees and vest only after the achievement of pre-determined performance conditions or market conditions and completion of requisite service periods. Once the performance conditions or market conditions are met, the employee s vesting of PSUs is generally subject to continued service. Outstanding RSU and PSU awards have dividend equivalent rights which entitle holders of such outstanding awards to the same dividend value per share as holders of common stock. Dividend equivalent rights are subject to the same vesting and other terms and conditions as the corresponding unvested RSUs and PSUs. Dividend equivalent rights are accumulated and paid in additional shares when the underlying shares vest. As of July 3, 2026, the maximum number of shares of the Company s common stock that was authorized for award grants under the 2021 Plan was 34.8 million shares. The 2021 Plan will terminate on November 22, 2031, unless terminated earlier by the Company s Board of Directors. Employee Stock Purchase Plan Under the Company s ESPP, eligible employees may authorize payroll deductions of up to 10% of their eligible compensation, subject to IRS limitations, during prescribed offering periods to purchase shares of the Company s common stock at 95% of the fair market value of common stock either at the beginning of that offering period or on the applicable exercise date, whichever is less. A participant may participate in only one offering period at a time, and a new offering period generally begins each June 1st and December 1st. Each offering period is generally 24 months and consists of four exercise dates (each, generally six months following the start of the offering period or the preceding exercise date, as the case may be). If the fair market value of the Company s common stock is less on a given exercise date than on the date of grant, employee participation in that offering period ends and participants are automatically re-enrolled in the next new offering period. During 2026, 2025 and 2024, the Company issued 1.6 million, 2.0 million and 2.4 million shares, respectively, under the ESPP for aggregate purchase amounts of $64 million, $77 million and $81 million, respectively. To the extent available, the Company may issue shares out of treasury stock upon the vesting of awards, the exercise of employee stock options and the purchase of shares pursuant to the ESPP. 96 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Stock-based Compensation Expense In connection with the Separation (as discussed in Note 4, Discontinued Operations), on February 21, 2025, all outstanding stock-based compensation awards associated with continuing Western Digital employees were adjusted with the intent to preserve the intrinsic value of each award immediately before and after the Separation. The adjustments were determined using a ratio calculated based on the closing price of the Company s common stock immediately before the Separation and the average of the closing price on each of the first five days of trading after the Separation. In addition, for PSUs, the conditions related to the Company s performance for the 2025 measurement period were modified and fixed at target. The remaining terms of the outstanding awards are unchanged and any unvested stock awards will continue to vest over the original vesting periods. An incremental value of approximately $40 million resulting from the adjustment of the unvested awards will be recognized ratably over the remaining service periods. Upon the Separation, approximately 3.1 million unvested stock-based compensation awards were retained by Sandisk employees and will vest upon completion of any remaining service period with Sandisk and approximately 3.5 million awards were cancelled from the Company s incentive plans. The following tables present the Company s stock-based compensation for equity-settled awards by type and financial statement line items as well as the related tax benefit included in the Company s Consolidated Statements of Operations:20252024 188 $151 $182 ESPP16 20 Total204 $167 $202 20252024 Cost of revenue33 $34 $36 Research and development73 65 Selling, general and administrative60 101 Business realignment charges Subtotal167 202 Tax benefit(23)(30) Total168 $144 $172 Any excess windfall tax benefits and tax deficiencies for shortfalls related to the vesting and exercise of stock-based awards are recognized as a component of the Company s Income tax expense (benefit). As of July 3, 2026, excess windfall tax benefits were $155 million. Excess windfall tax benefits and tax deficiencies for shortfalls were immaterial for the earlier periods presented. Compensation costs related to unvested RSUs, PSUs and rights to purchase shares of common stock under the ESPP will generally be amortized on a straight-line basis over the remaining average service period. The following table presents the unamortized compensation cost and weighted average service period of all unvested outstanding awards as of July 3, 2026: Unamortized Compensation CostsWeighted Average Service Period (in millions)(years) $276 1.8 ESPP16 0.5 Total unamortized compensation cost$292 (1) Weighted average service period assumes the performance conditions are met for the PSUs. 97 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Plan Activities RSUs and PSUs The following table summarizes RSU and PSU activity under the Company s incentive plans: Number of SharesWeighted Average Grant Date Fair ValueAggregate Intrinsic Value at Vest Date (in millions)(in millions) 13.8 $46.56 Granted6.6 42.29 (5.8)48.26 $297 Forfeited(1.6)45.62 RSUs and PSUs outstanding at June 28, 202413.0 44.42 Granted5.5 40.99 (6.5)41.08 $379 Forfeited(1.4)50.91 Share conversion due to Separation2.6 52.15 Awards cancelled due to Separation(3.5)52.32 RSUs and PSUs outstanding at June 27, 20259.7 33.56 Granted2.6 85.14 (5.1)35.77 $1,117 Forfeited(0.6)42.96 RSUs and PSUs outstanding at July 3, 20266.6 $52.21 RSUs and PSUs are generally settled in an equal number of shares of the Company s common stock at the time of vesting of the units. Fair Value Valuation Assumptions RSU and PSU Grants The fair value of the Company s RSU and PSU awards is determined based upon the closing price of the Company s stock price on the date of grant. The fair value of PSU awards with a market condition is estimated using a Monte Carlo simulation model on the date of grant. ESPP Black-Scholes-Merton Model The fair value of ESPP purchase rights issued is estimated at the date of grant of the purchase rights using the Black-Scholes-Merton option pricing model. The Black-Scholes-Merton option pricing model requires the input of assumptions such as the expected stock price volatility and the expected period until options are exercised. Purchase rights under the ESPP are generally granted on either June 1st or December 1st of each year. 98 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) The fair values of ESPP purchase rights have been estimated at the date of grant using a Black-Scholes-Merton option pricing model with the following weighted average assumptions: 20252024 Weighted-average expected term (in years)1.161.25 Risk-free interest rate4.19%4.93% Stock price volatility0.390.39 Dividend yield0.01% % Fair value$13.32$15.08 Common Stock The Company is authorized to issue 750 million shares of common stock, $0.01 par value per share. As of July 3, 2026 and June 27, 2025, there were 364 million and 349 million shares issued, and 361 million and 347 million shares outstanding, respectively, which are net of 3 million and 2 million shares of treasury stock held at cost, respectively. Convertible Preferred Stock On January 31, 2023, the Board of Directors of the Company authorized the designation of 900,000 shares of Series A Convertible Perpetual Preferred Stock, par value $0.01 per share (the Preferred Shares ) from the Company s existing five million authorized but unissued shares of preferred stock and issued the Preferred Shares through a private placement for an aggregate purchase price of $900 million, less issuance costs of $24 million. The Preferred Shares had an initial stated value of $1,000 per share and accrued a cumulative preferred dividend at an annual rate of 6.25% per annum, compounded on a quarterly basis. The Preferred Shares were classified as mezzanine equity in the Company s Consolidated Balance Sheets because, in the event of certain fundamental changes in the business that were not solely within the control of the Company, the Preferred Shares would have become redeemable at the option of the holders. The Company did not adjust the carrying values of the Preferred Shares to the redemption value of such shares since a liquidation event was not probable at any of the historical balance sheet dates. Pursuant to their terms, the Company had an option to convert the Preferred Shares after January 31, 2026, if the closing price per share of the Company s common stock exceeded 150% of the conversion price for at least 20 out of 30 consecutive trading days immediately before the Company s conversion notice. On February 17, 2026, the Company exercised this option and converted all remaining outstanding Preferred Shares into 7 million shares of the Company s common stock based on the conversion price in effect at that time. Immediately prior to conversion, the Preferred Shares outstanding had an aggregate liquidation preference of $267 million, which included previous dividends paid in-kind of $32 million. On February 24, 2026, the Company filed a Certificate of Elimination with the Secretary of State of the State of Delaware with respect to the Preferred Shares, pursuant to which the Preferred Shares were eliminated and returned to the status of authorized and unissued preferred shares of the Company. Through December 31, 2024, the Company paid quarterly dividends on the Preferred Shares in-kind through an increase to the stated value. Subsequently, quarterly dividends on the Preferred Shares were made in cash, which included $8 million declared and paid in 2025, and $8 million declared and paid in 2026 prior to conversion. The Preferred Shares also participated in any dividends declared for common shareholders on an as-converted equivalent basis. As of June 27, 2025, 235,000 Preferred Shares were outstanding, with an aggregate liquidation preference of $265 million, including accumulated dividends in-kind of $30 million. During the year ended June 28, 2024, 665,000 of the Preferred Shares were converted into approximately 15 million shares of common stock in accordance with the original terms of the Preferred Shares. 99 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Share Repurchase Program On May 9, 2025, the Company s Board of Directors authorized a share repurchase program for the repurchase of up to $2.0 billion of the Company s common stock, and on February 2, 2026, the Company s Board of Directors authorized the repurchase of up to an additional $4.0 billion of the Company s common stock (collectively, the Share Repurchase Program ). There is no expiration date for the Share Repurchase Program. For the year ended July 3, 2026, the Company repurchased 14.7 million shares for a total cost of $2.59 billion. The remaining amount available to be repurchased under the Company s share repurchase program as of July 3, 2026 was $3.26 billion. Repurchases under the Share Repurchase Program may be made in the open market or in privately negotiated transactions and may be made under a Rule 10b5-1 plan. The Company expects share repurchases to be funded primarily by operating cash flows. The amount and timing of share repurchases will depend on market conditions and other corporate considerations. The Company may suspend or discontinue the Share Repurchase Program at any time. Apart from share repurchases under the Share Repurchase Program, in the fourth quarter of 2026, the Company completed two separate equity-for-equity exchanges, which used the Company s remaining 1.7 million shares of Sandisk common stock, valued at $3.24 billion based on the market price on the date of settlement, to acquire 4.8 million shares of the Company s common stock valued at $2.99 billion based on the market price on the date of settlement. The exchanges resulted in $254 million recorded in Costs in connection with equity-for-equity exchanges in the Consolidated Statement of Operations. This amount reflects the difference between the fair market value of the Sandisk common stock exchanged and the Company s common stock acquired on the settlement date. Stock Reserved for Issuance The following table summarizes all common stock reserved for issuance at July 3, 2026: Number of Shares (in millions) Convertible notes24 Outstanding awards and shares available for award grants26 10 Total60 Dividends to Common Shareholders On April 29, 2025, the Company s Board of Directors authorized the adoption of a quarterly cash dividend program. Under the cash dividend program, holders of the Company s common stock will receive dividends when and as declared by the Board of Directors. During the year ended July 3, 2026, the Company paid aggregate cash dividends of $0.50 per share of its outstanding common stock, totaling $174 million, plus $2 million paid to holders of the Company s then-outstanding Preferred Shares in accordance with their participation rights. During the year ended June 27, 2025, the Company paid cash dividends of $0.10 per share of its outstanding common stock, totaling $35 million, plus $1 million paid to holders of the Company s then-outstanding Preferred Shares in accordance with their participation rights. Subsequent to year-end, on August 4, 2026, the Board of Directors declared a cash dividend of $0.15 per share of the Company s common stock, which will be paid on September 17, 2026 to shareholders of record as of the close of business on September 8, 2026. The Company may modify, suspend, or cancel its cash dividend program in any matter and at any time. The amount of future dividends under the Company s cash dividend program, and the declaration and payment thereof, will be based upon all relevant factors, including the Company s financial position, results of operations, cash flows, capital requirements and restrictions under the Company s Loan Agreement and other financing agreements, and shall be in compliance with applicable law. 100 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 14. Net Income (Loss) Per Common Share The following table presents the computation of basic and diluted income (loss) per common share:20252024 Net income (loss) from continuing operations9,424 $1,643 $(765) Dividends allocated to preferred shareholders(17)(54) Income attributable to participating securities(1) (28) Net income (loss) from continuing operations attributable to common shareholders - basic 1,598 (819) Net income (loss) from discontinued operations, net of taxes, attributable to common shareholders 242 (33) Net income (loss) attributable to common shareholders - basic 9,286 $1,840 $(852) 9,286 $1,598 $(819) Re-allocation of participating securities considered potentially dilutive1 Net income (loss) from continuing operations attributable to common shareholders - diluted 1,599 (819) Net income (loss) from discontinued operations, net of taxes, attributable to common shareholders 242 (33) Net income (loss) attributable to common shareholders - diluted 9,298 $1,841 $(852) 347 326 RSUs, PSUs, ESPP, and the convertible notes 12 Diluted359 326 26.92 $4.61 $(2.51) Discontinued operations0.70 (0.10) Net income (loss) per common share5.31 (2.61) Diluted:4.45 (2.51) Discontinued operations0.67 (0.10) Net income (loss) per common share5.12 (2.61) 22 (1) Participating securities consisted of Preferred Shares prior to their conversion in February 2026, because they participated on a pro rata basis in any dividends declared on shares of common stock. 101 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Basic net income (loss) per common share is computed using (i) net income (loss) less (ii) dividends allocated to preferred shareholders less (iii) net income (loss) attributable to participating securities divided by (iv) basic weighted average shares outstanding. Diluted net income (loss) per common share is computed as (i) basic net income (loss) attributable to common shareholders plus (ii) diluted adjustments to income allocable to participating securities divided by (iii) diluted weighted average shares outstanding. The if-converted method is used to determine the dilutive impact for the convertible notes and, for the periods they were outstanding, the Preferred Shares. The treasury stock method is used to determine the dilutive impact of unvested equity awards. Potentially dilutive common shares include dilutive outstanding RSUs and PSUs, rights to purchase shares of common stock under the Company s ESPP, shares issuable in connection with the Company s convertible notes, and Preferred Shares. For 2026 and 2025, based on the Company s average stock price during the period, an insignificant number of common shares subject to outstanding equity awards were anti-dilutive. For 2024, the Company recorded a net loss and all shares subject to outstanding equity awards were excluded from the calculation of diluted shares for the period because their impact would have been anti-dilutive. 102 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 15. Supplier Finance Program The Company maintains a voluntary supplier finance program that provides participating suppliers with enhanced receivable options. The program allows participating suppliers of the Company, at their sole discretion and cost, to sell their receivables due from the Company to a third-party financial institution and receive early payment at terms negotiated between the supplier and the third-party financial institution. The Company s vendor payment terms and amounts are not impacted by a supplier s decision to participate in this program. The Company s current payment terms with its suppliers under these programs generally range from 60 to 90 days and payment terms that the Company negotiates with its suppliers are not impacted by whether a supplier participates in the program. The Company does not provide any guarantees to any third parties, and no assets are pledged in connection with the arrangements. The Company s outstanding payment obligations to vendors eligible to participate under its supplier finance program were $76 million and $39 million as of July 3, 2026 and June 27, 2025, respectively, and are included within Accounts payable on the Company s Consolidated Balance Sheets with the associated payments reflected in the operating activities section of the Consolidated Statements of Cash Flows. The roll-forward of the Company s outstanding obligations confirmed as valid under its supplier finance program for the year ended July 3, 2026 is as follows (in millions): $39 Invoices confirmed during the year 301 Confirmed invoices paid during the year (264) $76 103 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 16. Legal Proceedings Intellectual Property Litigation On September 28, 2016, SPEX Technologies, Inc. ( SPEX ) filed a lawsuit in the Central District Court against the Company and two of the Company s current or former wholly-owned subsidiaries, Western Digital Technologies, Inc. and HGST Inc., alleging infringement of U.S. Patent Nos. 6,088,802 and 6,003,135, both of which allegedly relate to moving a security mechanism (e.g., the encrypting/decrypting mechanism) from a host computer or a separate device to a peripheral device that provides data storage. As the case progressed, SPEX dismissed its allegations relating to U.S. Patent No. 6,003,135 and narrowed its case to one claim related to U.S. Patent No. 6,088,802 and asserted this against certain HDD products that may include certain encryption capabilities. The trial commenced on October 8, 2024, and concluded on October 18, 2024, and the jury awarded SPEX damages of $316 million for the use of one claim related to U.S. Patent No. 6,088,802 in the past, prior to its expiration in 2017. On January 8, 2025, the Court entered judgment for SPEX in accordance with the verdict and also awarded SPEX prejudgment interest of $237 million and legal costs. On June 16, 2025, the Court ruled on the Company s post-trial motions, finding that SPEX did not present sufficient evidence on which a damages award could be determined and therefore awarded nominal damages of $1. On June 27, 2025, the Court entered an amended judgment awarding SPEX nominal damages of $1 with no prejudgment interest and no legal costs. The Company has appealed the infringement finding, and SPEX has appealed damages-related issues. Based on available appellate arguments, the Company believes a loss is not probable and has not accrued a liability as a result of the jury verdict or the entry of amended judgment in its financial statements as of July 3, 2026. In August 2022, MRT filed an action against the Company, alleging infringement of certain patents related to HDD media. Following a jury trial and judgment in favor of the plaintiff, in the fourth quarter of 2024, the Company recognized an aggregate liability for this matter of $384 million with $291 million recognized as an Operating expense under Litigation matter for the year ended June 28, 2024 and $93 million recognized as Other non-current assets for the patent licenses, to be amortized over their remaining lives. In April 2025, the Company reached a global settlement of $130 million for all pending matters with MRT. As a result of the settlement, the Company reversed $201 million of previously recorded charges in Operating expense under Litigation matter and $6 million of post-judgment interest previously recorded in Other income (expense), net. Other Matters In the normal course of business, the Company is subject to legal proceedings, lawsuits and other claims. Although the ultimate aggregate amount of reasonably possible monetary liability or financial impact with respect to these other matters is subject to many uncertainties, management believes that any monetary liability or financial impact to the Company from these matters, individually and in the aggregate, would not be material to the Company s financial condition, results of operations or cash flows. However, any monetary liability and financial impact to the Company from these matters could differ materially from management s expectations. The ability to predict the ultimate outcome of any legal proceeding involves judgments, estimates and inherent uncertainties. The actual outcome of these matters could differ materially from management s estimates. 104 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures As required by Rule 13a 15(b) promulgated by the SEC under 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. Management s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a 15(f) and 15d 15(f) of the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Our management evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Integrated Framework (2013). Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of the end of the period covered by this Annual Report on Form 10 K. KPMG LLP, our independent registered public accounting firm, which audited the Consolidated Financial Statements included in this Annual Report on Form 10-K, has issued an audit report on our internal control over financial reporting. See Report of Independent Registered Public Accounting Firm herein. Changes in Internal Control over Financial Reporting There has been no change in our internal control over financial reporting during the quarter ended July 3, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations of Effectiveness of Controls Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect our internal controls over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a system of internal control over financial reporting, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 105 Table of Contents Item 9B. Other Information Insider Trading Arrangements During the quarter ended July 3, 2026, the following director and officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted trading arrangements for the purchase or sale of securities that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act ( Rule 10b5-1 Plan ): Ahmed Shihab, Executive Vice President and Chief Product Officer of the Company, adopted a Rule 10b5-1 Plan on May 28, 2026. Under this plan, up to an aggregate of 24,000 shares of the Company s common stock may be sold before the plan expires on June 1, 2028. Kimberly Alexy, a director of the Company, adopted a Rule 10b5-1 Plan on May 29, 2026. Under this plan, up to an aggregate of 10,000 shares of the Company s common stock may be sold before the plan expires on December 1, 2027. Brian Scott Davis, Executive Vice President and Chief Sales and Marketing Officer of the Company, adopted a Rule 10b5-1 Plan on June 5, 2026. Under this plan, up to an aggregate of 31,016 shares of the Company s common stock may be sold before the plan expires on February 16, 2027. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 106 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance There is incorporated herein by reference to the information required by this Item included in the Company s Proxy Statement for the 2026 Annual Meeting of Stockholders, which we intend to file with the SEC no later than 120 days after the close of the year ended July 3, 2026. 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. The current version of the Code of Business Ethics is available on our website under the Leadership section at www.westerndigital.com. To the extent required by rules adopted by the SEC and The Nasdaq Stock Market LLC, we intend to promptly disclose future amendments to certain provisions of the Code of Business Ethics, or waivers of such provisions granted to executive officers and directors, on our website under the Leadership section at www.westerndigital.com. Item 11. Executive Compensation There is incorporated herein by reference to the information required by this Item included in the Company s Proxy Statement for the 2026 Annual Meeting of Stockholders, which we intend to file with the SEC no later than 120 days after the close of the year ended July 3, 2026. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters There is incorporated herein by reference to the information required by this Item included in the Company s Proxy Statement for the 2026 Annual Meeting of Stockholders, which we intend to file with the SEC no later than 120 days after the close of the year ended July 3, 2026. Item 13. Certain Relationships and Related Transactions, and Director Independence There is incorporated herein by reference to the information required by this Item included in the Company s Proxy Statement for the 2026 Annual Meeting of Stockholders, which we intend to file with the SEC no later than 120 days after the close of the year ended July 3, 2026. Item 14. Principal Accountant Fees and Services There is incorporated herein by reference to the information required by this Item included in the Company s Proxy Statement for the 2026 Annual Meeting of Stockholders, which we intend to file with the SEC no later than 120 days after the close of the year ended July 3, 2026. 107 Table of Contents PART IV