SNDKSandisk

We note that the structure of this offering involves the transfer of shares from Western Digital Corporation to creditors of Western Digital Corporation for the purpose of satisfying certain debt obligations. Please identify the third-party lenders that will receive the shares in this debt-for-equity exchange and clarify their relationship, if any, with Sandisk Corporation and/or Western Digital Corporation.

In response to the Staff’s comment, the Company has revised the disclosure on the prospectus cover page and page 158. As disclosed in the Revised Registration Statement, WDC expects that any debt-for-equity exchange would be effected to satisfy outstanding indebtedness under that certain

Amended and Restated Loan Agreement, dated as of January 7, 2022, among WDC, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (as amended, the “Credit Agreement”), which governs WDC’s

$2.51 billion Term Loan A-3 and revolving credit facility maturing in January 2027.

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The exchange of shares of the Company’s common stock in satisfaction of WDC’s debt obligations may occur in one or more transactions and with one or more of the lenders under the Credit Agreement. The Company respectfully advises the Staff that the identity of any lender(s) to whom WDC transfers shares of Sandisk common stock in satisfaction of WDC’s debt obligations will be disclosed in a prospectus supplement to the prospectus forming a part of the Revised Registration Statement that would be filed at the time of the offering of the shares. Such prospectus supplement will also disclose the names of the underwriter(s) and, if applicable, will disclose any relationships Sandisk has with such underwriter(s) and include the disclosure required by Rule 5121 of the Financial Industry Regulatory Authority, Inc.

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Please explain the purpose of structuring the transaction as a debt-for-equity exchange in this manner. We note that you intend to file a form of an underwriting agreement. Please indicate whether you intend to utilize an underwriter as part of this offering.

As disclosed in the Registration Statement (in the Risk Factors section on page 32), WDC intends for the distribution of shares of Sandisk common stock, together with certain related transactions, to qualify for the Intended Tax Treatment (as defined in the Registration Statement). For the distribution and such related transactions to so qualify, WDC generally must dispose of all of the Sandisk common stock that it retains through one or more subsequent exchanges of Sandisk common stock for WDC debt held by WDC creditors and/or through distributions of Sandisk common stock to WDC stockholders

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as dividends or in exchange for outstanding shares of WDC common stock. The Company has disclosed WDC’s intention to make such exchanges or distributions in the Summary of the Separation and Distribution section of the Registration

Statement on page 8. WDC expects to engage in one or more debt-for-equity exchange transactions to facilitate these dispositions, although WDC is not required to consummate a debt-for-equity exchange and may instead distribute the remaining shares of Sandisk common stock to holders of WDC common stock as dividends or in exchange for outstanding shares of WDC common stock, as disclosed on page 44 and elsewhere in the Registration Statement. In response to the Staff’s comment, the Company has revised the disclosure on page 151 of the Revised Registration Statement.

In the event WDC consummates a debt-for-equity exchange, one or more underwriters are expected to be used to offer and sell the shares of Sandisk common stock that will be held by one or more of the lenders to the WDC Credit Agreement. The Company respectfully advises the Staff that the names of the underwriter(s) will be disclosed in a prospectus supplement to the prospectus forming a part of the Revised Registration Statement that would be filed at the time of the offering of the shares. At the time of any applicable offering, the Company also intends to file an exhibits-only post-effective amendment to the Registration Statement in accordance with Rule 462(d) under the Securities Act of 1933, as amended, for the purpose of filing the underwriting agreement for the underwritten offering.

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Please note that the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995 applies to issuers that are subject to the reporting requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 at the time the statements are made.

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Please revise to remove the implication that the statements made in your registration statement are within the protection of the Private Securities Litigation Reform Act of 1995 or tell us why you believe that the safe harbor is available to you. Notes to Unaudited Pro Forma Combined Financial Statements Autonomous Entity Adjustments, page 87 Please explain why pro forma adjustment (M) is classified as an Autonomous Entity Adjustment rather than a Management Adjustment. In this regard, additional charges, 2. which are "expected to be incurred in relation to the separation of the Spinco as a standalone public company" would appear to be dis-synergies. Refer to Rule 11-02(a)(7) of Regulation S-X. Management Adjustments, page 88 3. Please provide us with a breakdown of your Management Adjustments by type of costs such as those related to additional headcount, infrastructure costs, etc. To the extent there are various types of costs included in each line item of your pro forma net income (loss) reconciliation, revise to include such costs separately and ensure that your disclosures address the material assumptions related to such adjustments. Also, revise to clarify whether the adjustment represents a synergy or dis-synergy. Refer to Rule 11-02(a)(7) of Regulation S-X. Business, page 90 4. We note your disclosure that you are the "market leader in the Consumer end market and have one of largest consumer brands and franchises in the world" and that you have "one of the technology industry’s most valuable patent portfolios..." Please provide support for these assertions and explain if your leadership and the value of you patent portfolio is based on objective criteria such as market share or revenue, or other metrics. Operations, page 93 5. We note your disclosure here as well as in a risk factor on page 34 concerning your joint venture with Kioxia. Please expand your disclosure here to discuss the joint venture agreement in greater detail, providing all material provisions such as each party's rights and obligations, payment provisions, royalty provisions, term and termination provisions. To the extent you are substantially dependent on this agreement, file the agreement as an exhibit. Alternatively, provide an analysis supporting your determination the agreements are not required to be filed pursuant to Item 601(b)(10)(B)(ii) of Regulation S-K. Management's Discussion and Analysis of Financial Condition and Results of Operations Overview Operational Update, page 100 6. Please revise to clarify what is meant by manufacturing underutilization. In this regard, include a discussion of the temporary reduction in utilization of your manufacturing capacity to an abnormally low level as indicated in Western Digital's December 20, 2023 response letter. In addition, revise your discussion of gross profit on page 103 to separately quantify the charges for manufacturing underutilization and the write-down of flash inventory. Results of Operations Operating Expenses, page 103 We note you reference several factors that impacted your various operating expenses such as headcount, professional fees, restructuring actions, etc. Where a material change is attributed to two or more factors, including any offsetting factors, revise to ensure you 7. include a quantified discussion of each factor and avoid using terms such as “primarily” or “substantially all” in favor of specific quantification. Refer to Item 303(b) of Non-GAAP Financial Measures and Use of Certain Terms Free Cash Flow, page 105 8. Please explain further the adjustment for "activity related to Flash Ventures, net" in your non-GAAP free cash flow measure. Tell us, and revise to disclose, what a free cash flow measure adjusted for such amount is intending to convey and how it is useful to investors. Also, please revise the title of this measure as your calculation appears to differ from the standard calculation of free cash flow (i.e., cash flows from operations less capital expenditures). Refer to Item 10(e)(1)(i)(C) of Regulation S-K and Question 102.07 of the non-GAAP C&DIs. Notes to Combined Financial Statements Comment Note 1. Organization and Basis of Presentation Basis of Presentation, page F-9 9. You state that the allocation of certain general corporate expenses may not reflect the expenses that the Business would have incurred as a standalone company. Please revise to disclose management's estimate of what the expenses would have been on a standalone basis for each period presented, if practicable and materially different than the results provided. Alternatively, revise to state, if true, that it is not practicable to estimate actual costs that would have been incurred had the Business been a standalone company during the periods presented. Also state, if true, that these costs may not be indicative of the expenses that you will incur in the future or would have incurred if you had obtained these services from an unrelated third party. Refer to SAB Topic 1.B.1. Revenue and Accounts Receivable, page F-13 10. You state that the Business’s services revenue mainly includes professional service arrangements and post contract customer support, warranty as a service and maintenance contracts. Please revise to discuss the timing of revenue recognition for each of these services, if material.

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We note on March 3, 2024, WDC announced that SanDisk China entered into an Equity Purchase Agreement with JCET under which SanDisk China will sell 80% of its equity interest in SDSS to JCET, thereby forming a joint venture between SanDisk China and JCET. Please tell us your consideration to include pro forma financial information related to this transaction. Refer to Rule 11-01(a)(8) of Regulation S-X.

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Please revise to remove the header for "Transaction Accounting Adjustments" that is currently over all of the columns in the pro forma financial statements and instead limit such reference to only those columns that include transaction accounting adjustments. Refer to Rule 11-02(a)(6) of Regulation S-X.

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Please explain further the adjustments included in pro forma adjustment M and the basis for inclusion of such adjustment as a Spin-off Adjustment. In your response, specify whether the adjustment is supported by the terms of your separation and distribution agreement or any other agreement.

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Also, tell us your consideration to classify this adjustment as an Autonomous Entity Adjustment or whether the adjustment reflects synergies and dis-synergies related to the spin transaction that should be classified as a Management Adjustment.

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We note from your response to prior comment 8, you make cash contributions to Flash Ventures to fund their capital expenditure and inventory purchases, which are subsequently repaid by Flash Ventures through cash generated in their operations. Please explain how these fundings and repayments are reflected within the Notes receivable issuances/proceeds to Flash Ventures line items in investing cash flows.

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Clarify whether these line items include only amounts paid/repaid for capital expenditure and inventory purchases. To the extent they include amounts related to other cash payments/receipts related to the joint venture, explain further what such amounts represent. In your response provide us with a breakdown of the components of the Notes receivable/issuances balance at the end of each period presented to support the information in your investing cash flow activities. Lastly, explain further what this adjustment is intended to convey and how it is useful to investors.

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Your note to adjustment (1) indicates that you will retain an amount in cash and cash equivalents "equal to" $1,000 million, however, pro forma adjustment A indicates that you will retain an amount "not to exceed" $1,000 million. Please revise to clarify this apparent inconsistency.

We acknowledge the Staff’s comment and have revised our discussion in both the Capitalization section on page 79 and in the Pro Forma adjustment A on page 86 to clarify and conform the language in both sections. The bold language below is in both sections.

We will pay WDC, as partial consideration for the Flash Business that WDC is transferring to us in connection with the spin-off, all of the net proceeds that we will receive from the debt financing transactions, together with any interest accrued thereon following our receipt of such proceeds, provided that we will retain an amount in cash

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and cash equivalents of $1,000 million, after giving effect to this offering, the debt financing transactions and the settlement or termination of Notes due to (from) Parent. Spinco’s capital structure remains under review and will be finalized, along with the terms of such indebtedness, prior to the spin-off. See

“Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Financial Condition, Liquidity and Capital Resources” for additional details.

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Please address the following as it relates to your non-GAAP measure of adjusted EBITDA and revise your disclosures as necessary: • Provide a breakdown of the various costs such as employee termination, asset impairment, gain on sale of property, and reversals of charges, included in adjustment (5) for each period presented, including the pro forma information.

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• Explain your reference in adjustment (5) that Spinco "may" record credits related to gains upon sale of property and clarify whether Spinco has actually recorded such charges. In addition, explain the reference to reversal of charges in prior periods. • Tell us whether the items in adjustment (5) relate to actual restructuring plans implemented during the period and where you have included a discussion of such plans in the financial statement footnotes. • Provide a separate breakdown of the individual costs included in adjustments (7) and (8) for each period presented, including the pro forma information.

We acknowledge the Staff’s comment and would like to respectfully clarify the nature and breakdown of the costs referenced in your comment have been disclosed on page F-41 in Note 13 to our audited Combined Financial Statements as follows:

2024

2023

2022

Employee termination benefits

$

Other charges (gains):

Asset impairments and other charges (gains) losses

(6

)

Gain on sale-leaseback of facility

(60

—

Total employee termination, asset impairment, and other

(40

Additional disclosure was made in Note 13 to our unaudited Condensed Combined Financial Statements for the three

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months ended September 27, 2024 and September 29, 2023 on page F-69 as follows:

Sept 2024

Sept 2023

Contract termination and other

(59

In the Company’s view, the magnitude of the remaining planned restructuring activities at the end of the periods were immaterial for disclosure. The remaining reserve balance at the end of the 2023 and 2024 fiscal years was $3 million and zero respectively and is disclosed in Note 13 to our audited Combined Financial Statements. The remaining reserve balance as of September 27, 2024 was zero and is disclosed as immaterial in Note 13 to our unaudited Condensed Combined Financial Statements. Management’s view is that the charges are not indicative of normal business operations. The following is the breakdown of the charges:

The 2024 charges for employee termination benefits relate to two global business realignment actions based on an initiative to increase efficiency and profitability primarily impacting our employees in the global operations function in various countries and some other single personnel actions in other groups who support this function. The asset impairments and other charges (gains) losses and the gain on sale-leaseback of facility is related to our Parent’s transaction to sell our Milpitas facility as described in Note 10 to our Audited Combined Financial Statements on page F-35.

The 2023 charges for employee termination benefits relate to four business realignment actions based on initiatives to preserve cash and improve our cost structure. One action was completed to reduce roles in the sales & marketing functions, two actions were to eliminate headcount across all global business functions, and one action was a voluntary restructuring program to allow for early retirements of employees who met certain criteria. The asset impairments and other charges (gains) losses relates to our Parent’s transaction to sell our Milpitas facility as described in Note

10 to our Audited Combined Financial Statements on page F-35.

The 2022 charges for employee termination benefits relate to four business realignment actions based on initiatives to preserve cash and improve our cost structure. One action was to eliminate redundant roles and use more cost-effective labor outside the US in our IT function, two actions related to reducing roles in our global operations function and supporting general & administrative roles, and one action related to restructuring our Flash research & development function. The asset impairments and other charges (gains) losses are related to the restructuring of our Flash research & development function for loss contracts and asset impairment ($3M) offset by non-recurring gains due to sales of unused property in China and Malaysia ($9M).

The reference to “may” record credits has been removed from adjustment 5 on page 113 as Spinco has recorded these credits due to the sales leaseback of our Milpitas facility by our Parent. We have also conformed the same language on page 18 in the Summary of Historical and Unaudited Pro Forma Condensed Combined Financial Data section.

We acknowledge the Staff’s comment related to providing a separate breakdown of the individual costs included in adjustments (7) and

(8) for each period presented, including the pro forma information. In adjustment 7, strategic review charges in 2024 and 2023 consists of third-party spending for consulting, accounting, tax, and legal advisors related to our Parent’s Board of

Directors reviewing its strategic alternatives. We have not incurred any charges after October 2023 when our Parent’s Board of Directors finalized its strategic review resulting in the decision to spinoff the Flash business. In adjustment 8, business separation costs represents tax stamp duties and third-party spending for consulting, accounting, tax, and legal advisor expenses associated with the operational separation expenses associated with the separation of WDC to create an independent public company including legal entity restructuring and administrative fees to establish the new legal structure of Spinco for 2024. The costs included in the pro forma are additional charges for tax stamp duties and third-party spending for consulting, accounting, tax, and legal advisor expenses to finalize the operational separation and costs related to stand-alone branding and infrastructure. Spinco believes these charges do not reflect Spinco’s operating results and that they are not indicative of the underlying performance of the business. We have updated our disclosures and provided explanatory statements on page 113 and made corresponding changes to page 19 to describe the nature of the expenses. The following language in the section below in bold is the updates included:

(7)

Represents third-party spending for consulting, accounting, tax, and legal advisor expenses associated with

Spinco’s ongoing review of potential strategic alternatives aimed at further optimizing the long-term value for stockholders. Spinco believes these charges do not reflect Spinco’s operating results and that they are not indicative of the underlying performance of its business.

(8)

Represents tax stamp duties and third-party spending for consulting, accounting, tax, and legal advisor expenses associated with the operational separation of Spinco from WDC to create an independent public company including legal entity restructuring and administrative fees to establish the new legal structure of Spinco. Spinco believes these charges do not reflect Spinco’s operating results and that they are not indicative of the underlying performance of the business.

Please telephone me at (949) 672-7335 with any questions or comments you may have.

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Please describe further the cash retention bonuses that will be paid in connection with the separation from WDC and revise the disclosures elsewhere in the filing to include a discussion of this bonus plan. Note 2.

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Autonomous Entity Adjustments, page 89 For each expense category impacted by pro forma adjustment N, please revise to include a breakdown of (a) the additional compensation and benefits associated with the WDC employees who will be transferred to Spinco in excess of amounts allocated to Spinco in the combined statement of operations and (b) the compensation expense associated with employees of Spinco who will be retained by WDC that was netted from this adjustment. In your response, explain why the pro forma adjustments to cost 2. of revenue and research and development expense total an expense credit of $18 million when the adjustment for fiscal 2024 was net of $12 million. In addition, tell us whether this adjustment includes any amounts related to Mr. Lomelin's Offer Letter and if not, explain why. 3. We note pro forma adjustment C reflects certain assets and liabilities that are to be transferred and leases that will be novated to Spinco, and pro forma adjustment D reflects various assets and liabilities that are expected to be retained by WDC. For both of these adjustments you state that the difference between allocated costs included in your historical combined statements of operations and costs you expect to incur as a stand-alone company are reflected in pro forma adjustment R. Pro forma adjustment P also refers to amounts related to lease arrangements included in pro forma adjustment R. Please revise pro forma adjustment R to separately reflect the adjustments applicable to pro forma adjustments C, D and P. Non-GAAP Financial Measures and Use of Certain Terms, page 110 4. We note your response to prior comment 5. Please revise to include a breakdown here of the employee termination, asset impairment and other adjustment line item or provide a cross reference to the footnote disclosures where such information is provided. Similar revisions should be made to your disclosures on page 18.

We acknowledge the Staff’s comment and would like to respectfully clarify the nature of adjustment (J) and modify our disclosure. This $39 million amount will be paid to certain Spinco employees in connection with the separation from WDC. We have added further disclosure in the “Employee Matters Agreement” section under the “Material Agreements with WDC” section on page 189 in bold noted below.

The employee matters agreement also contemplates cash transaction bonus payments in an aggregate amount of $39 million that will be payable in connection with the spin-off to certain Spinco employees

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in positions of vice president and above, which cash payments for each eligible individual will be based on a number of months’ base salary, ranging from 12 months for vice president and equivalent titles to 24 months for executive vice presidents and Section 16 officers. The transaction bonus payments will generally be subject to repayment terms for 12 months following the separation in the event of specified termination events.

We also added disclosure of the transaction bonus that we intend to grant

Mr. Goeckeler in his role as a named executive officer of Spinco under Section 4 of the Compensation Discussion and Analysis – FISCAL 2025 DECISIONS – Spin-Off Related Cash Transaction

Bonus on page 157 in bold noted below:

Spin-Off Related Cash Transaction Bonus

As discussed in more detail under “Material Agreements with WDC—Employee Matters Agreement,” WDC intends to grant

Mr. Goeckeler a cash transaction bonus in connection with the spin-off, which will be payable in an amount equal to 24 months of his monthly base salary. The transaction bonus payment will be subject to repayment terms for 12 months following the separation in the event of specified termination events.

Additionally, we have updated adjustment (J) and added reference to the section containing the summary of the employee matters agreement which is shown in bold below.

J.

Reflects cash transaction bonus expenses of $39 million to be paid to certain Spinco employees in connection with the separation from WDC. See “Material Agreements with WDC—Employee Matters Agreement” for additional details of these cash transaction bonus payments.

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Please tell us, and revise your disclosures to address, the current status of the debt financing transaction reflected in pro forma adjustment A. Clarify whether confirmed agreements are currently pending with investors, if the terms are consistent with those disclosed here and when you anticipate closing such agreements. Similar revisions should be made to your Capitalization table.

We acknowledge the Staff’s comment and would respectfully like to clarify the current status of the debt financing transaction. Sandisk has engaged a group of banks to syndicate a senior secured credit facility including both a term loan B facility and a revolving credit facility. These facilities were allocated to lenders on the basis of a term sheet and draft credit agreement on December 13, 2024. While not yet completed, the draft agreements are in substantially final form and the material terms align with our disclosures in pro forma adjustments A and B.

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The capitalization section also aligns to these material terms.

We also have made the following modifications to our disclosures to provide the status of the draft agreements.

•

In the Capitalization section on page 79 and pro forma adjustment A on page 86, we have added reference to the Description of Certain Indebtedness section.

In the Description of Certain Indebtedness section on page 193 we have added to our disclosure to include the status of the debt financing transaction and material terms.

Please telephone me at

(408) 406-8629 with any questions or comments you may have.

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