XML 28 R10.htm IDEA: XBRL DOCUMENT
v3.25.1

Discontinued Operations | 9 Months Ended
--- | ---
Mar. 28, 2025
Discontinued Operations and Disposal Groups [Abstract] |
Discontinued Operations | Discontinued Operations On October 30, 2023, the Company announced that its Board of Directors had completed its strategic review of the business and, after evaluating a comprehensive range of alternatives, authorized the Company to pursue a plan to separate its HDD and Flash business units to create two independent, public companies. In connection with the Separation, the Company has incurred separation and transition costs, which are recorded as Business separation costs within discontinued operations in the Company’s Condensed Consolidated Financial Statements as further detailed in the summary of net income (loss) from discontinued operations, net of taxes, below. On February 21, 2025, the Company completed the previously announced separation of its Flash business (the “Separation”) through a pro rata distribution of 80.1% of the outstanding shares of Sandisk Corporation (“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, 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 Condensed Consolidated Financial Statements as discontinued operations. Following the Separation, as the Company no longer controls or has the ability to exert significant influence over Sandisk, the Company measures, at fair value on a recurring basis, its retained ownership interest in Sandisk common stock (see additional information in Note 6, Fair Value Measurements and Investments). The Company expects to monetize its stake in Sandisk within one year from the Separation date. The Company entered into various agreements to effect the Separation and provide for the temporary framework of the relationship between Western Digital and Sandisk following the Separation, including, among others, a separation and distribution agreement, a tax matters agreement, and a transition services agreement. The transition services agreement provides for transition service support to be provided for various periods of time ranging up to 15 months. The amounts involved under these agreements are not expected to be material. The historical results of Sandisk have been reflected as discontinued operations in the Company’s Condensed Consolidated Financial Statements for all periods prior to the Separation on February 21, 2025. The following table provides a summary of the assets and liabilities classified as discontinued operations:
Assets and Liabilities of Discontinued Operations |  | June 28, 2024
|  | (in millions)
Assets
Cash and cash equivalents |  | $ | 328 |
Accounts receivable, net |  | 935 |
Inventories |  | 1,955 |
Other current assets |  | 313 |
Current assets of discontinued operations |  | $ | 3,531 |
Property, plant and equipment, net |  | $ | 808 |
Notes receivable and investments in Flash Ventures |  | 991 |
Goodwill |  | 5,713 |
Other non-current assets |  | 1,101 |
Non-current assets of discontinued operations |  | $ | 8,613 |
Liabilities
Accounts payable |  | $ | 357 |
Accounts payable to related parties |  | 313 |
Accrued expenses |  | 427 |
Income taxes payable |  | 54 |
Accrued compensation |  | 173 |
Current liabilities of discontinued operations |  | $ | 1,324 |
Non-current liabilities of discontinued operations |  | $ | 368 |
The following table provides a summary of net income (loss) from discontinued operations, net of taxes:
|  | Three Months Ended |  | Nine Months Ended |  |
Net Income (Loss) from Discontinued Operations, Net of Taxes |  | March 28, 2025 |  | March 29, 2024 |  | March 28, 2025 |  | March 29, 2024 |  |
|  | (in millions) |  |
Revenue, net |  | $ | 602 |  |  | $ | 1,705 |  |  | $ | 4,361 |  |  | $ | 4,926 |  |  |
Cost of revenue |  | 485 |  |  | 1,223 |  |  | 2,892 |  |  | 4,410 |  |  |
Operating expenses: |  |  |  |  |  |  |  |  |  |
Research and development |  | 185 |  |  | 251 |  |  | 718 |  |  | 686 |  |  |
Selling, general and administrative |  | 84 |  |  | 27 |  |  | 229 |  |  | 66 |  |  |
Gain on business divestiture |  | — |  |  | — |  |  | (113) |  |  | — |  |  |
Business separation costs |  | 57 |  |  | 23 |  |  | 144 |  |  | 59 |  |  |
Employee termination, asset impairment and other |  | — |  |  | 2 |  |  | 3 |  |  | (74) |  |  |
Operating income (loss) |  | (209) |  |  | 179 |  |  | 488 |  |  | (221) |  |  |
Total interest and other income (expense), net |  | 1 |  |  | 11 |  |  | (36) |  |  | 4 |  |  |
Income (loss) before taxes |  | (208) |  |  | 190 |  |  | 452 |  |  | (217) |  |  |
Income tax expense |  | 44 |  |  | 47 |  |  | 236 |  |  | 101 |  |  |
Net income (loss) from discontinued operations, net of taxes |  | $ | (252) |  |  | $ | 143 |  |  | $ | 216 |  |  | $ | (318) |  |  |
Cash flows related to discontinued operations have not been segregated and are included in the Condensed Consolidated Statements of Cash Flows for all periods presented. The following table provides selected financial information related to cash flows from discontinued operations:
|  | Nine Months Ended
Select Cash Flow Information from Discontinued Operations |  | March 28, 2025 |  | March 29, 2024
|  | (in millions)
Depreciation and amortization |  | $ | 117 |  |  | $ | 166 |
Purchases of property, plant and equipment |  | 139 |  |  | 128 |
Stock-based compensation |  | 98 |  |  | 71 |
On February 21, 2025, prior to the effective time of the Separation, Sandisk entered into a loan agreement (the “Sandisk Loan Agreement”) by and among Sandisk, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and others party thereto. The Sandisk Loan Agreement comprises a term loan B facility in the principal amount of $2 billion (the “Sandisk Term Loan Facility”) and a revolving credit facility in the principal amount of $1.5 billion (the “Sandisk Revolving Credit Facility” and together with the Sandisk Term Loan Facility, the “Sandisk Facilities”). The obligations under this facility were retained by Sandisk upon the Separation. The Company previously had business ventures with Kioxia Corporation (“Kioxia”), which consisted of three separate legal entities: Flash Partners Ltd., Flash Alliance Ltd., and Flash Forward Ltd. The Company also previously had a business venture with Unisplendour Corporation Limited and Unissoft (Wuxi) Group Co. Ltd., both collectively referred to as the “Unis Venture.” All business ventures with Kioxia and Unis Venture were distributed to Sandisk in connection with the Separation and are included in discontinued operations. Prior to the Separation, effective September 28, 2024, the Company sold 80% of its equity interest in an indirect wholly-owned subsidiary in its Flash business, SanDisk Semiconductor (Shanghai) Co. Ltd. (“SDSS”), resulting in a gain on divestiture of $113 million. Net proceeds from the sale received prior to the Separation were $401 million. The rights to the remaining future proceeds from the sale and the 20% retained interest in SDSS were distributed to Sandisk in connection with the Separation.

X
- References No definition available. + Details
Name: | us-gaap_DiscontinuedOperationsAndDisposalGroupsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/360/tableOfContent + Details
Name: | us-gaap_DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration