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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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33-0956711
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State or Other Jurisdiction of
Incorporation or Organization
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(I.R.S. Employer
Identification No.)
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3355 Michelson Drive, Suite 100
Irvine, California
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92612
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $.01 Par Value Per Share
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The NASDAQ Stock Market LLC
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(NASDAQ Global Select Market)
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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•
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expectations regarding industry demand and pricing in the September quarter and the ability of the industry to support this demand;
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•
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expectations concerning the anticipated benefits of our acquisitions;
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•
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demand for our products in the various markets and factors contributing to such demand;
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•
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our position in the industry;
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•
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our belief regarding our ability to capitalize on the expansion in, and our expectations regarding the growth and demand of, digital data;
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•
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our plans to continue to develop new products and expand into new storage markets and into emerging economic markets;
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•
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emergence of new storage markets for our products;
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•
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emergence of competing storage technologies;
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•
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our quarterly cash dividend policy;
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•
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our share repurchase plans;
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•
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our stock price volatility;
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•
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our belief regarding our compliance with environmental laws and regulations;
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•
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expectations regarding our external and internal supply base;
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•
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our belief regarding component availability;
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•
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expectations regarding the outcome of legal proceedings in which we are involved;
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•
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our beliefs regarding tax benefits and the timing of future payments, if any, relating to the unrecognized tax benefits, and the adequacy of our tax provisions;
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•
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contributions to our pension plans in fiscal 2015; and
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•
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our beliefs regarding the sufficiency of our cash and cash equivalents to meet our working capital, capital expenditure and other cash needs.
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•
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Proliferation of data
. The proliferation of consumer electronics, computing devices, social media and cloud-related infrastructure is driving rapid growth in the creation, sharing and retention of high definition video, high resolution images, e-mail and big data files.
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•
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Evolution in data access and distribution.
Increasing demand for data access and distribution anytime and anywhere, facilitated by rapidly improving network accessibility, big data analytics and higher bandwidth, is powering a dramatic increase in the need for data storage at both the local level and at the off-site, network-accessed or “cloud” levels.
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•
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Advancements in storage devices
. Technological improvements in the capacity, size, performance, connectivity and power requirements of storage devices continue to meet the demand for higher density and higher performance storage in increasingly diverse applications.
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•
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Growth in consumers’ use
of mobile computing and storage and use of digital content in the home and small office.
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•
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Adoption of tiered storage architectures
. With the significant increase in data storage demand, enterprises and cloud infrastructure players have adopted tiered storage architectures to improve storage performance and manage the costs of this growth. Tiered storage architectures optimize data storage to the most appropriate storage device, driving increasing demand for high capacity and high performance HDDs and flash-based solid-state storage.
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•
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The development of advanced storage solutions
that bypass tiered architectures while delivering the same benefits.
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relentless focus on operational excellence in all aspects of our business;
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providing a full portfolio of compelling, high quality storage products with effective technology deployment, high efficiency, flexibility and speed;
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•
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developing collaborative engineering relationships with customers that create value by solving their data management needs through innovative solutions; and
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strategically aligning our investments in profitable and growing markets such as mobility, solid-state and cloud computing.
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enables continued diversification of our storage product portfolio and entry into additional growing adjacent markets;
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allows us to achieve consistent financial performance, including strong returns on invested capital and cash generation, thereby enabling efficient allocation of capital to shareholders and strategic investments in innovation; and
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•
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creates compelling value for our customers and makes them more successful, while providing growth opportunities for our suppliers, employees, and shareholders.
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•
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Acoustics — sound power emitted during hard drive operation, commonly expressed in decibels, and perceived loudness due to sound pressure, commonly expressed in sones;
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•
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Data transfer rate — sustained rate of data transfer to and from the disk, commonly expressed in gigabits per second;
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•
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Power consumption — which is the amount of electricity required to operate the drive, measured in watts;
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Seek time — time needed to position the heads over a selected track on the disk surface, commonly expressed in milliseconds;
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•
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Spindle rotation speed — nominal rotation speed of the disks inside the hard drive, commonly expressed in RPM or latency. Spindle rotation speeds commonly stated as 5,400, 7,200, 10,000 and 15,000 RPM are sometimes approximations; and
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Storage capacity — which is the amount of data that can be stored on the hard drive, commonly expressed in GB or TB.
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Name
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Age
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Position
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Stephen D. Milligan
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50
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President and Chief Executive Officer
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James J. Murphy
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55
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President, WD Subsidiary
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Michael D. Cordano
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50
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President, HGST Subsidiary
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Timothy M. Leyden
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62
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Chief Financial Officer
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Mark P. Long
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47
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Executive Vice President, Strategy & Corporate Development
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Michael C. Ray
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46
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Senior Vice President, General Counsel, Secretary
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•
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limits our ability to integrate the businesses of our HGST and WD subsidiaries (and we do not expect to achieve significant operating expense synergies while the hold separate condition continues to exist);
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•
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has caused, and could cause further, difficulties in retaining key employees and delays or uncertainties in making decisions about the combined business;
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•
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has resulted in, and could result in additional, significant costs (including higher capital expenditures relative to our competitors as a result of maintaining separate functions in several areas); and
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•
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has required, and could require additional, changes in business practices.
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•
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Volatile Demand.
Our direct and indirect customers may delay or reduce their purchases of our products and systems containing our products. In addition, many of our customers rely on credit financing to purchase our products. If negative conditions in the global credit markets prevent our customers’ access to credit, product orders may decrease, which could result in lower revenue. Likewise, if our suppliers, sub-suppliers and sub-contractors (collectively referred to as “suppliers”) face challenges in obtaining credit, in selling their products or otherwise in operating their businesses, they may be unable to offer the materials we use to manufacture our products. These actions could result in reductions in our revenue and increased operating costs, which could adversely affect our business, results of operations and financial condition.
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•
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Restructuring Activities.
If demand for our products slows as a result of a deterioration in economic conditions, we may undertake restructuring activities to realign our cost structure with softening demand. The occurrence of restructuring activities could result in impairment charges and other expenses, which could adversely impact our results of operations or financial condition.
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•
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Credit Volatility and Loss of Receivables.
We extend credit and payment terms to some of our customers. In addition to ongoing credit evaluations of our customers’ financial condition, we traditionally seek to mitigate our credit risk by purchasing credit insurance on certain of our accounts receivable balances. As a result of the continued uncertainty and volatility in global economic conditions, however, we may find it increasingly difficult to be able to insure these accounts receivable. We could suffer significant losses if a customer whose accounts receivable we have not insured, or have underinsured, fails and is unable to pay us. Additionally, negative or uncertain global economic conditions increase the risk that if a customer whose accounts receivable we have insured fails, the financial condition of the insurance carrier for such customer account may have also deteriorated such that it cannot cover our loss. A significant loss of an accounts receivable that we cannot recover through credit insurance would have a negative impact on our financial results.
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•
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Impairment Charges.
Negative or uncertain global economic conditions could result in circumstances, such as a sustained decline in our stock price and market capitalization or a decrease in our forecasted cash flows such that they are insufficient, indicating that the carrying value of our long-lived assets or goodwill may be impaired. If we are required to record a significant charge to earnings in our consolidated financial statements because an impairment of our long-lived assets or goodwill is determined, our results of operations will be adversely affected.
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•
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Mobile Devices.
There has been and continues to be a rapid growth in devices that do not contain a hard drive such as tablet computers and smart phones. As tablet computers and smart phones provide many of the same capabilities as PCs, they have displaced or materially affected, and may continue to displace or materially affect, the demand for PCs. If we are not successful in adapting our product offerings to include disk drives or alternative storage solutions that address these devices, demand for our products in these markets may decrease and our financial results could be materially adversely affected.
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•
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Cloud Computing.
Consumers traditionally have stored their data on their PC, often supplemented with personal external storage devices. Most businesses also include similar local storage as a primary or secondary storage location. This storage is typically provided by hard disk drives. Over the last few years, cloud computing has emerged whereby applications and data are hosted, accessed and processed through a third-party provider over a broadband Internet connection, potentially reducing or eliminating the need for, among other things, significant storage inside the accessing computer. If we are not successful in manufacturing compelling products to address the cloud computing opportunity, demand for our products in these markets may decrease and our financial results could be materially adversely affected.
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•
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Obsolete Inventory.
In some cases, products we manufacture for these other markets are uniquely configured for a single customer’s application, creating a risk of obsolete inventory if anticipated demand is not actually realized.
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•
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Macroeconomic Conditions.
Consumer spending has been, and may continue to be, adversely affected in many regions due to negative macroeconomic conditions and high unemployment levels. Please see the risk factor entitled “
Adverse global economic conditions and credit market uncertainty could harm our business, results of operations and financial condition.”
for more risks and uncertainties relating to macroeconomic conditions.
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•
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difficulties faced in manufacturing ramp;
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•
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implementing at an acceptable cost product features expected by our customers;
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•
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market acceptance/qualification;
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•
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effective management of inventory levels in line with anticipated product demand;
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•
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quality problems or other defects in the early stages of new product introduction and problems with compatibility between our products and those of our customers that were not anticipated in the design of those products; and
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•
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our ability to increase our software development capability.
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•
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obtaining requisite governmental permits and approvals;
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•
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currency exchange rate fluctuations or restrictions;
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•
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political instability and civil unrest;
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•
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limited transportation availability, delays, and extended time required for shipping, which risks may be compounded in periods of price declines;
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•
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higher freight rates;
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•
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labor challenges, including difficulties finding and retaining talent or responding to labor disputes or disruptions;
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•
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trade restrictions or higher tariffs;
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•
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copyright levies or similar fees or taxes imposed in European and other countries;
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•
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exchange, currency and tax controls and reallocations;
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•
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increasing labor and overhead costs; and
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•
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loss or non-renewal of favorable tax treatment under agreements or treaties with foreign tax authorities.
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•
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interrupting or otherwise disrupting the shipment of our product components;
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•
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damaging our reputation;
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•
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forcing us to find alternate component sources;
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•
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reducing demand for our products (for example, through a consumer boycott); or
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•
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exposing us to potential liability for our suppliers’ or customers’ wrongdoings.
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•
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the timing of orders from and shipment of products to major customers;
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•
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our product mix;
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•
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changes in the prices of our products;
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•
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manufacturing delays or interruptions;
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•
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acceptance by customers of competing products in lieu of our products;
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•
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variations in the cost of and lead times for components for our products;
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•
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limited availability of components that we obtain from a single or a limited number of suppliers;
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•
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seasonal and other fluctuations in demand for systems that use storage devices often due to technological advances; and
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•
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availability and rates of transportation.
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•
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price protection adjustments and other sales promotions and allowances on products sold to retailers, resellers and distributors;
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inventory adjustments for write-down of inventories to lower of cost or market value (net realizable value);
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•
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testing of goodwill and other long-lived assets for impairment;
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•
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reserves for doubtful accounts;
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•
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accruals for product returns;
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•
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accruals for warranty costs related to product defects;
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•
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accruals for litigation and other contingencies;
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•
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liabilities for unrecognized tax benefits; and
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•
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expensing of stock-based compensation.
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•
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actual or anticipated fluctuations in our operating results, including those resulting from the seasonality of our business;
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•
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announcements of technological innovations by us or our competitors, which may decrease the volume and profitability of sales of our existing products and increase the risk of inventory obsolescence;
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•
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new products introduced by us or our competitors;
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•
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strategic actions by us or competitors, such as acquisitions and restructurings;
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•
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periods of severe pricing pressures due to oversupply or price erosion resulting from competitive pressures or industry consolidation;
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•
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developments with respect to patents or proprietary rights;
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proposed or adopted regulatory changes or developments or anticipated or pending investigations, proceedings or litigation that involve or affect us or our competitors;
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•
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conditions and trends in the hard drive, solid state storage, computer, data and content management, storage and communication industries;
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•
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contraction in our operating results or growth rates that are lower than our previous high growth-rate periods;
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•
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failure to meet analysts’ revenue or earnings estimates or changes in financial estimates or publication of research reports and recommendations by financial analysts relating specifically to us or the storage industry in general; and
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•
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macroeconomic conditions that affect the market generally and, in particular, developments related to market conditions for our industry.
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Location
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Building(s)
Owned or
Leased
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Approximate
Square
Footage
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Description
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United States
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California
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Fremont
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Owned
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391,800
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Manufacturing of head wafers and research and development
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Irvine
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Leased
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467,100
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Research and development, administrative, marketing and sales
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San Jose
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Owned
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2,619,200
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Manufacturing of head wafers and head, media and product development
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San Jose
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Leased
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824,300
|
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Research and development, administrative, marketing and sales
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Santa Ana
|
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Leased
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74,000
|
|
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Development
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Colorado
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|
|
|
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Longmont
|
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Leased
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65,000
|
|
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Research and development
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Minnesota
|
|
|
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Rochester
|
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Leased
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64,400
|
|
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Product development
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Asia
|
|
|
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|
|
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China
|
|
|
|
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|
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Shenzhen
|
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Owned and Leased
|
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1,480,700
|
|
|
Manufacturing of hard drives, HGAs, media; Administrative
|
Japan
|
|
|
|
|
|
|
|
Odawara
|
|
Owned
|
|
513,100
|
|
|
Manufacturing of head wafers and head development
|
Fujisawa
|
|
Owned
|
|
654,100
|
|
|
Product development
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Malaysia
|
|
|
|
|
|
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|
Johor
|
|
Owned
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270,600
|
|
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Manufacturing of substrates
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Kuala Lumpur
|
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Owned
|
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1,072,700
|
|
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Manufacturing of hard drives and printed circuit boards and research and development
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Kuching
|
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Owned
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464,300
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Manufacturing and development of substrates
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Penang
|
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Owned
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891,100
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Manufacturing of media, research and development and slider fabrication
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Penang
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Owned
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240,000
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Manufacturing
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Philippines
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Laguna
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Owned
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499,400
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Manufacturing of HGAs and slider fabrication
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Singapore
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Leased
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555,600
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Administrative and manufacturing of hard drives
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Singapore
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Owned and
Leased
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281,500
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Manufacturing of media and research and development
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Thailand
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|
|
|
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Bang Pa-In
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Owned
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1,665,200
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Slider fabrication, manufacturing of hard drives and HGAs, and research and development
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Navanakorn
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Owned
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290,200
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|
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Manufacturing of HGAs
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Prachinburi
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Owned
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693,600
|
|
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Manufacturing of hard drives
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|
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First
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Second
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Third
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Fourth
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2014
|
|
|
|
|
|
|
|
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High
|
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$70.61
|
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$84.70
|
|
$91.10
|
|
$95.00
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Low
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$59.36
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$62.00
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|
$80.84
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|
$80.78
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2013
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High
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$45.94
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$42.75
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$51.00
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$65.26
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Low
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$29.58
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$32.25
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$41.25
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$48.78
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(in millions, except average price paid per share)
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|
Total Number
of Shares
Purchased
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|
Average Price
Paid per Share
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|
Total Number of
Shares Purchased as
Part of Publicly
Announced
Program(1)
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|
Maximum Dollar Value of
Shares that May Yet
be Purchased
Under the
Program(1)
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||||||
March 29, 2014 — April 25, 2014
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0.4
|
|
|
$
|
91.05
|
|
|
0.4
|
|
|
$
|
1,426
|
|
April 26, 2014 — May 23, 2014
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|
2.8
|
|
|
$
|
84.08
|
|
|
2.8
|
|
|
$
|
1,389
|
|
May 24, 2014 — June 27, 2014
|
|
—
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|
|
$
|
—
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|
|
—
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|
|
$
|
1,154
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|
Total
|
|
3.2
|
|
|
$
|
—
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|
|
3.2
|
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|
$
|
1,154
|
|
(1)
|
Since May 18, 2012, our Board of Directors has authorized $3.0 billion for the repurchase of our common stock and the extension of our stock repurchase program until September 13, 2017. Repurchases under our stock repurchase program may be made in the open market or in privately negotiated transactions and may be made under a Rule 10b5-1 plan.
|
|
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|
||
Record Date
|
|
Payment Date
|
|
Dividend Per Share
|
||
Sept. 28, 2012
|
|
Oct. 15, 2012
|
|
$
|
0.25
|
|
Dec. 14, 2012
|
|
Dec. 26, 2012
|
|
$
|
0.25
|
|
Mar. 29, 2013
|
|
Apr. 15, 2013
|
|
$
|
0.25
|
|
June 28, 2013
|
|
July 15, 2013
|
|
$
|
0.25
|
|
Sept. 30, 2013
|
|
Oct. 15, 2013
|
|
$
|
0.25
|
|
Dec. 27, 2013
|
|
Jan. 15, 2014
|
|
$
|
0.30
|
|
Mar. 28, 2014
|
|
Apr. 15, 2014
|
|
$
|
0.30
|
|
June 27, 2014
|
|
July 15, 2014
|
|
$
|
0.40
|
|
|
|
7/3/09
|
|
7/2/10
|
|
7/1/11
|
|
6/29/12
|
|
6/28/13
|
|
6/27/14
|
||||||||||||
Western Digital Corporation
|
|
$
|
100.00
|
|
|
$
|
115.18
|
|
|
$
|
139.74
|
|
|
$
|
116.25
|
|
|
$
|
242.14
|
|
|
$
|
367.86
|
|
S&P 500 Index
|
|
100.00
|
|
|
114.43
|
|
|
149.55
|
|
|
157.70
|
|
|
190.18
|
|
|
236.98
|
|
||||||
Dow Jones US Technology Hardware & Equipment Index
|
|
100.00
|
|
|
122.69
|
|
|
149.93
|
|
|
169.64
|
|
|
164.39
|
|
|
233.98
|
|
|
|
June 27,
2014 |
|
June 28,
2013 |
|
June 29,
2012 |
|
July 1,
2011 |
|
July 2,
2010 |
||||||||||
|
|
(in millions, except per share and employee data)
|
||||||||||||||||||
Revenue, net
|
|
$
|
15,130
|
|
|
$
|
15,351
|
|
|
$
|
12,478
|
|
|
$
|
9,526
|
|
|
$
|
9,850
|
|
Gross profit
|
|
$
|
4,360
|
|
|
$
|
4,363
|
|
|
$
|
3,638
|
|
|
$
|
1,791
|
|
|
$
|
2,401
|
|
Net income
|
|
$
|
1,617
|
|
|
$
|
980
|
|
|
$
|
1,612
|
|
|
$
|
726
|
|
|
$
|
1,382
|
|
Income per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
6.88
|
|
|
$
|
4.07
|
|
|
$
|
6.69
|
|
|
$
|
3.14
|
|
|
$
|
6.06
|
|
Diluted
|
|
$
|
6.68
|
|
|
$
|
3.98
|
|
|
$
|
6.58
|
|
|
$
|
3.09
|
|
|
$
|
5.93
|
|
Cash dividends declared per common share
|
|
$
|
1.25
|
|
|
$
|
1.00
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Working capital
|
|
$
|
4,875
|
|
|
$
|
3,625
|
|
|
$
|
3,109
|
|
|
$
|
3,317
|
|
|
$
|
2,697
|
|
Total assets
|
|
$
|
15,499
|
|
|
$
|
14,036
|
|
|
$
|
14,206
|
|
|
$
|
8,118
|
|
|
$
|
7,328
|
|
Long-term debt
|
|
$
|
2,313
|
|
|
$
|
1,725
|
|
|
$
|
1,955
|
|
|
$
|
150
|
|
|
$
|
294
|
|
Shareholders’ equity
|
|
$
|
8,842
|
|
|
$
|
7,893
|
|
|
$
|
7,669
|
|
|
$
|
5,488
|
|
|
$
|
4,709
|
|
Number of employees
|
|
84,072
|
|
|
85,777
|
|
|
103,111
|
|
|
65,431
|
|
|
62,500
|
|
|
|
Years Ended
|
|||||||||||||||||||
|
|
June 27, 2014
|
|
June 28, 2013
|
|
June 29, 2012
|
|||||||||||||||
Net revenue
|
|
$
|
15,130
|
|
|
100.0
|
%
|
|
$
|
15,351
|
|
|
100.0
|
%
|
|
$
|
12,478
|
|
|
100.0
|
%
|
Gross profit
|
|
4,360
|
|
|
28.8
|
|
|
4,363
|
|
|
28.4
|
|
|
3,638
|
|
|
29.2
|
|
|||
R&D and SG&A
|
|
2,422
|
|
|
16.0
|
|
|
2,278
|
|
|
14.8
|
|
|
1,573
|
|
|
12.6
|
|
|||
Charges related to arbitration award
|
|
52
|
|
|
0.3
|
|
|
681
|
|
|
4.4
|
|
|
—
|
|
|
—
|
|
|||
Employee termination, asset impairment and other charges
|
|
95
|
|
|
0.6
|
|
|
138
|
|
|
0.9
|
|
|
80
|
|
|
0.6
|
|
|||
Charges related to flooding, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
214
|
|
|
1.7
|
|
|||
Operating income
|
|
1,791
|
|
|
11.8
|
|
|
1,266
|
|
|
8.2
|
|
|
1,771
|
|
|
14.2
|
|
|||
Other expense, net
|
|
(39
|
)
|
|
(0.3
|
)
|
|
(44
|
)
|
|
(0.3
|
)
|
|
(14
|
)
|
|
(0.1
|
)
|
|||
Income before income taxes
|
|
1,752
|
|
|
11.6
|
|
|
1,222
|
|
|
8.0
|
|
|
1,757
|
|
|
14.1
|
|
|||
Income tax provision
|
|
135
|
|
|
0.9
|
|
|
242
|
|
|
1.6
|
|
|
145
|
|
|
1.2
|
|
|||
Net income
|
|
1,617
|
|
|
10.7
|
|
|
980
|
|
|
6.4
|
|
|
1,612
|
|
|
12.9
|
|
|
|
Years Ended
|
||||||||||
|
|
June 27,
2014 |
|
June 28,
2013 |
|
June 29,
2012 |
||||||
Net revenue
|
|
$
|
15,130
|
|
|
$
|
15,351
|
|
|
$
|
12,478
|
|
ASPs (per unit)*
|
|
$
|
58
|
|
|
$
|
61
|
|
|
$
|
62
|
|
Revenues by Geography (%)
|
|
|
|
|
|
|
||||||
Americas
|
|
25
|
%
|
|
26
|
%
|
|
23
|
%
|
|||
Europe, Middle East and Africa
|
|
21
|
|
|
20
|
|
|
19
|
|
|||
Asia
|
|
54
|
|
|
54
|
|
|
58
|
|
|||
Revenues by Channel (%)
|
|
|
|
|
|
|
||||||
Original Equipment Manufacturers ("OEM")
|
|
63
|
%
|
|
63
|
%
|
|
63
|
%
|
|||
Distributors
|
|
24
|
|
|
24
|
|
|
25
|
|
|||
Retailers
|
|
13
|
|
|
13
|
|
|
12
|
|
|||
Unit Shipments
*
|
|
|
|
|
|
|
||||||
Compute
|
|
157
|
|
|
162
|
|
|
150
|
|
|||
Non-compute
|
|
92
|
|
|
80
|
|
|
52
|
|
|||
Total units shipped
|
|
249
|
|
|
242
|
|
|
202
|
|
*
|
Based on sales of hard drive units only.
|
|
|
Years Ended
|
||||||||||
|
|
June 27,
2014 |
|
June 28,
2013 |
|
June 29,
2012 |
||||||
Net cash flow provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
2,816
|
|
|
$
|
3,119
|
|
|
$
|
3,067
|
|
Investing activities
|
|
(1,936
|
)
|
|
(970
|
)
|
|
(4,167
|
)
|
|||
Financing activities
|
|
(385
|
)
|
|
(1,048
|
)
|
|
819
|
|
|||
Effect of exchange rate changes on cash
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
495
|
|
|
$
|
1,101
|
|
|
$
|
(282
|
)
|
|
|
Years Ended
|
|||||||
|
|
June 27,
2014 |
|
June 28,
2013 |
|
June 29,
2012 |
|||
Days sales outstanding
|
|
48
|
|
|
43
|
|
|
49
|
|
Days in inventory
|
|
41
|
|
|
39
|
|
|
37
|
|
Days payables outstanding
|
|
(67
|
)
|
|
(66
|
)
|
|
(83
|
)
|
Cash conversion cycle
|
|
22
|
|
|
16
|
|
|
3
|
|
|
|
Total
|
|
Less than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than
5 Years
|
||||||||||
Long-term debt, including current portion*
|
|
$
|
2,438
|
|
|
$
|
125
|
|
|
$
|
375
|
|
|
$
|
1,938
|
|
|
$
|
—
|
|
Operating leases
|
|
199
|
|
|
44
|
|
|
62
|
|
|
38
|
|
|
55
|
|
|||||
Unrecognized tax benefits*
|
|
246
|
|
|
—
|
|
|
80
|
|
|
92
|
|
|
74
|
|
|||||
Purchase obligations
|
|
3,288
|
|
|
3,211
|
|
|
68
|
|
|
9
|
|
|
—
|
|
|||||
Total
|
|
$
|
6,171
|
|
|
$
|
3,380
|
|
|
$
|
585
|
|
|
$
|
2,077
|
|
|
$
|
129
|
|
*
|
Included within our consolidated balance sheet
|
|
|
Contract
Amount
|
|
Weighted Average
Contract Rate*
|
|
Unrealized
Gain
(Loss)
|
||||||
Foreign exchange contracts:
|
|
|
|
|
|
|
||||||
Cash flow hedges:
|
|
|
|
|
|
|
||||||
Japanese Yen
|
|
$
|
215
|
|
|
$
|
100.81
|
|
|
$
|
(1
|
)
|
Malaysian Ringgit
|
|
$
|
239
|
|
|
$
|
3.29
|
|
|
$
|
4
|
|
Philippine Peso
|
|
$
|
44
|
|
|
$
|
44.20
|
|
|
1
|
|
|
Singapore Dollar
|
|
$
|
52
|
|
|
$
|
1.26
|
|
|
$
|
—
|
|
Thai Baht
|
|
$
|
732
|
|
|
$
|
32.66
|
|
|
$
|
1
|
|
Fair value hedges:
|
|
|
|
|
|
|
||||||
British Pound Sterling
|
|
$
|
3
|
|
|
$
|
0.59
|
|
|
—
|
|
|
Euro
|
|
$
|
18
|
|
|
$
|
0.73
|
|
|
—
|
|
|
Japanese Yen
|
|
$
|
83
|
|
|
$
|
101.74
|
|
|
—
|
|
|
Philippine Peso
|
|
$
|
27
|
|
|
$
|
43.81
|
|
|
—
|
|
|
Thai Baht
|
|
$
|
52
|
|
|
$
|
32.45
|
|
|
—
|
|
*
|
Expressed in units of foreign currency per U.S. dollar
|
|
Page
|
|
|
Consolidated Financial Statements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Statement Schedule:
|
|
|
/s/ KPMG LLP
|
August 14, 2014
Irvine, California
|
|
|
|
/s/ KPMG LLP
|
August 14, 2014
Irvine, California
|
|
|
|
June 27,
2014 |
|
June 28,
2013 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
4,804
|
|
|
$
|
4,309
|
|
Short-term investments
|
284
|
|
|
—
|
|
||
Accounts receivable, net
|
1,989
|
|
|
1,793
|
|
||
Inventories
|
1,226
|
|
|
1,188
|
|
||
Other current assets
|
417
|
|
|
308
|
|
||
Total current assets
|
8,720
|
|
|
7,598
|
|
||
Property, plant and equipment, net
|
3,293
|
|
|
3,700
|
|
||
Goodwill
|
2,559
|
|
|
1,954
|
|
||
Other intangible assets, net
|
454
|
|
|
605
|
|
||
Other non-current assets
|
473
|
|
|
179
|
|
||
Total assets
|
$
|
15,499
|
|
|
$
|
14,036
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
1,971
|
|
|
$
|
1,990
|
|
Accrued arbitration award
|
758
|
|
|
706
|
|
||
Accrued expenses
|
412
|
|
|
480
|
|
||
Accrued compensation
|
460
|
|
|
453
|
|
||
Accrued warranty
|
119
|
|
|
114
|
|
||
Current portion of long-term debt
|
125
|
|
|
230
|
|
||
Total current liabilities
|
3,845
|
|
|
3,973
|
|
||
Long-term debt
|
2,313
|
|
|
1,725
|
|
||
Other liabilities
|
499
|
|
|
445
|
|
||
Total liabilities
|
6,657
|
|
|
6,143
|
|
||
Commitments and contingencies (Notes 4 and 5)
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock, $.01 par value; authorized — 5 shares; issued and outstanding — none
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value; authorized — 450 shares; issued — 261 shares; outstanding — 234 and 237 shares, respectively
|
3
|
|
|
3
|
|
||
Additional paid-in capital
|
2,331
|
|
|
2,188
|
|
||
Accumulated other comprehensive income (loss)
|
12
|
|
|
(35
|
)
|
||
Retained earnings
|
8,066
|
|
|
6,749
|
|
||
Treasury stock — common shares at cost; 27 shares and 24 shares, respectively
|
(1,570
|
)
|
|
(1,012
|
)
|
||
Total shareholders’ equity
|
8,842
|
|
|
7,893
|
|
||
Total liabilities and shareholders’ equity
|
$
|
15,499
|
|
|
$
|
14,036
|
|
|
Years Ended
|
||||||||||
|
June 27,
2014 |
|
June 28,
2013 |
|
June 29,
2012 |
||||||
Revenue, net
|
$
|
15,130
|
|
|
$
|
15,351
|
|
|
$
|
12,478
|
|
Cost of revenue
|
10,770
|
|
|
10,988
|
|
|
8,840
|
|
|||
Gross profit
|
4,360
|
|
|
4,363
|
|
|
3,638
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
1,661
|
|
|
1,572
|
|
|
1,055
|
|
|||
Selling, general and administrative
|
761
|
|
|
706
|
|
|
518
|
|
|||
Charges related to arbitration award
|
52
|
|
|
681
|
|
|
—
|
|
|||
Employee termination, asset impairment and other charges
|
95
|
|
|
138
|
|
|
80
|
|
|||
Charges related to flooding, net
|
—
|
|
|
—
|
|
|
214
|
|
|||
Total operating expenses
|
2,569
|
|
|
3,097
|
|
|
1,867
|
|
|||
Operating income
|
1,791
|
|
|
1,266
|
|
|
1,771
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest and other income
|
17
|
|
|
11
|
|
|
12
|
|
|||
Interest and other expense
|
(56
|
)
|
|
(55
|
)
|
|
(26
|
)
|
|||
Total other expense, net
|
(39
|
)
|
|
(44
|
)
|
|
(14
|
)
|
|||
Income before income taxes
|
1,752
|
|
|
1,222
|
|
|
1,757
|
|
|||
Income tax provision
|
135
|
|
|
242
|
|
|
145
|
|
|||
Net income
|
$
|
1,617
|
|
|
$
|
980
|
|
|
$
|
1,612
|
|
Income per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
6.88
|
|
|
$
|
4.07
|
|
|
$
|
6.69
|
|
Diluted
|
$
|
6.68
|
|
|
$
|
3.98
|
|
|
$
|
6.58
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
235
|
|
|
241
|
|
|
241
|
|
|||
Diluted
|
242
|
|
|
246
|
|
|
245
|
|
|
Years Ended
|
||||||||||
|
June 27,
2014 |
|
June 28,
2013 |
|
June 29,
2012 |
||||||
Net income
|
$
|
1,617
|
|
|
$
|
980
|
|
|
$
|
1,612
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Net actuarial pension gain (loss)
|
(4
|
)
|
|
14
|
|
|
(3
|
)
|
|||
Translation gain (loss)
|
—
|
|
|
(4
|
)
|
|
4
|
|
|||
Net unrealized gain (loss) on foreign exchange contracts
|
51
|
|
|
(30
|
)
|
|
(11
|
)
|
|||
Other comprehensive income (loss)
|
47
|
|
|
(20
|
)
|
|
(10
|
)
|
|||
Total comprehensive income
|
$
|
1,664
|
|
|
$
|
960
|
|
|
$
|
1,602
|
|
|
Years Ended
|
||||||||||
|
June 27,
2014 |
|
June 28,
2013 |
|
June 29,
2012 |
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income
|
$
|
1,617
|
|
|
$
|
980
|
|
|
$
|
1,612
|
|
Adjustments to reconcile net income to net cash provided by operations:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
1,244
|
|
|
1,233
|
|
|
825
|
|
|||
Stock-based compensation
|
156
|
|
|
137
|
|
|
92
|
|
|||
Deferred income taxes
|
(13
|
)
|
|
35
|
|
|
34
|
|
|||
Gain from insurance recovery
|
(65
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on disposal of assets
|
40
|
|
|
—
|
|
|
—
|
|
|||
Non-cash portion of employee termination, asset impairment and other charges
|
62
|
|
|
19
|
|
|
61
|
|
|||
Non-cash portion of charges related to flooding
|
—
|
|
|
—
|
|
|
119
|
|
|||
Other non-cash operating activities, net
|
9
|
|
|
—
|
|
|
—
|
|
|||
Changes in:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
(175
|
)
|
|
584
|
|
|
162
|
|
|||
Inventories
|
—
|
|
|
22
|
|
|
88
|
|
|||
Accounts payable
|
(32
|
)
|
|
(511
|
)
|
|
132
|
|
|||
Accrued arbitration award
|
52
|
|
|
681
|
|
|
—
|
|
|||
Accrued expenses
|
(56
|
)
|
|
(122
|
)
|
|
(310
|
)
|
|||
Accrued compensation
|
7
|
|
|
77
|
|
|
182
|
|
|||
Other assets and liabilities
|
(30
|
)
|
|
(16
|
)
|
|
70
|
|
|||
Net cash provided by operating activities
|
2,816
|
|
|
3,119
|
|
|
3,067
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(628
|
)
|
|
(952
|
)
|
|
(717
|
)
|
|||
Acquisitions, net of cash acquired
|
(823
|
)
|
|
(1
|
)
|
|
(3,526
|
)
|
|||
Purchases of investments
|
(561
|
)
|
|
(17
|
)
|
|
—
|
|
|||
Proceeds from sales and maturities of investments
|
72
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from the sale of equipment
|
—
|
|
|
—
|
|
|
76
|
|
|||
Other investing activities, net
|
4
|
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(1,936
|
)
|
|
(970
|
)
|
|
(4,167
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Issuance of stock under employee stock plans
|
187
|
|
|
185
|
|
|
74
|
|
|||
Taxes paid on vested stock awards under employee stock plans
|
(32
|
)
|
|
(25
|
)
|
|
(15
|
)
|
|||
Excess tax benefits from employee stock plans
|
60
|
|
|
45
|
|
|
82
|
|
|||
Repurchases of common stock
|
(816
|
)
|
|
(842
|
)
|
|
(604
|
)
|
|||
Dividends paid to shareholders
|
(259
|
)
|
|
(181
|
)
|
|
—
|
|
|||
Repayment of debt
|
(2,517
|
)
|
|
(230
|
)
|
|
(908
|
)
|
|||
Proceeds from debt, net of issuance costs
|
2,992
|
|
|
—
|
|
|
2,775
|
|
|||
Repayment of assumed debt
|
—
|
|
|
—
|
|
|
(585
|
)
|
|||
Net cash provided by (used in) financing activities
|
(385
|
)
|
|
(1,048
|
)
|
|
819
|
|
|||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
495
|
|
|
1,101
|
|
|
(282
|
)
|
|||
Cash and cash equivalents, beginning of year
|
4,309
|
|
|
3,208
|
|
|
3,490
|
|
|||
Cash and cash equivalents, end of year
|
$
|
4,804
|
|
|
$
|
4,309
|
|
|
$
|
3,208
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for income taxes
|
$
|
141
|
|
|
$
|
146
|
|
|
$
|
16
|
|
Cash paid for interest
|
$
|
46
|
|
|
$
|
49
|
|
|
$
|
22
|
|
Supplemental disclosure of non-cash financing activities:
|
|
|
|
|
|
||||||
Common stock issued in connection with acquisition
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
877
|
|
Accrual of cash dividend declared
|
$
|
94
|
|
|
$
|
59
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
Accumulated Other
|
|
|
|
Total
|
||||||||||||||
|
Common Stock
|
|
Treasury Stock
|
|
Paid-In
|
|
Comprehensive
|
|
Retained
|
|
Shareholders’
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Income (Loss)
|
|
Earnings
|
|
Equity
|
||||||||||||||
Balance at July 1, 2011
|
233
|
|
|
$
|
2
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
1,091
|
|
|
$
|
(5
|
)
|
|
$
|
4,400
|
|
|
$
|
5,488
|
|
Employee stock plans
|
3
|
|
|
|
|
1
|
|
|
50
|
|
|
9
|
|
|
|
|
|
|
59
|
|
|||||||||
Stock based compensation
|
|
|
|
|
|
|
|
|
92
|
|
|
|
|
|
|
92
|
|
||||||||||||
Common stock issued in connection with acquisition
|
25
|
|
|
1
|
|
|
|
|
|
|
876
|
|
|
|
|
|
|
877
|
|
||||||||||
Stock awards assumed in acquisition
|
|
|
|
|
|
|
|
|
73
|
|
|
|
|
|
|
73
|
|
||||||||||||
Increase in excess tax benefits from employee stock plans
|
|
|
|
|
|
|
|
|
82
|
|
|
|
|
|
|
82
|
|
||||||||||||
Repurchase of common stock
|
|
|
|
|
(16
|
)
|
|
(604
|
)
|
|
|
|
|
|
|
|
(604
|
)
|
|||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
1,612
|
|
|
1,612
|
|
||||||||||||
Actuarial pension loss
|
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|
|
|
(3
|
)
|
||||||||||||
Foreign currency translation gains
|
|
|
|
|
|
|
|
|
|
|
4
|
|
|
|
|
4
|
|
||||||||||||
Unrealized loss on foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
(11
|
)
|
|
|
|
(11
|
)
|
||||||||||||
Balance at June 29, 2012
|
261
|
|
|
$
|
3
|
|
|
(15
|
)
|
|
$
|
(554
|
)
|
|
$
|
2,223
|
|
|
$
|
(15
|
)
|
|
$
|
6,012
|
|
|
$
|
7,669
|
|
Employee stock plans
|
|
|
|
|
10
|
|
|
384
|
|
|
(224
|
)
|
|
|
|
|
|
160
|
|
||||||||||
Stock based compensation
|
|
|
|
|
|
|
|
|
141
|
|
|
|
|
|
|
141
|
|
||||||||||||
Increase in excess tax benefits from employee stock plans
|
|
|
|
|
|
|
|
|
45
|
|
|
|
|
|
|
45
|
|
||||||||||||
Repurchases of common stock
|
|
|
|
|
(19
|
)
|
|
(842
|
)
|
|
|
|
|
|
|
|
(842
|
)
|
|||||||||||
Dividends to shareholders
|
|
|
|
|
|
|
|
|
3
|
|
|
|
|
(243
|
)
|
|
(240
|
)
|
|||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
980
|
|
|
980
|
|
||||||||||||
Actuarial pension gain
|
|
|
|
|
|
|
|
|
|
|
14
|
|
|
|
|
14
|
|
||||||||||||
Foreign currency translation gains
|
|
|
|
|
|
|
|
|
|
|
(4
|
)
|
|
|
|
(4
|
)
|
||||||||||||
Unrealized loss on foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
(30
|
)
|
|
|
|
(30
|
)
|
||||||||||||
Balance at June 28, 2013
|
261
|
|
|
$
|
3
|
|
|
(24
|
)
|
|
$
|
(1,012
|
)
|
|
$
|
2,188
|
|
|
$
|
(35
|
)
|
|
$
|
6,749
|
|
|
$
|
7,893
|
|
Employee stock plans
|
|
|
|
|
7
|
|
|
258
|
|
|
(103
|
)
|
|
|
|
|
|
155
|
|
||||||||||
Stock based compensation
|
|
|
|
|
|
|
|
|
156
|
|
|
|
|
|
|
156
|
|
||||||||||||
Stock awards assumed in acquisition
|
|
|
|
|
|
|
|
|
25
|
|
|
|
|
|
|
25
|
|
||||||||||||
Increase in excess tax benefits from employee stock plans
|
|
|
|
|
|
|
|
|
60
|
|
|
|
|
|
|
60
|
|
||||||||||||
Repurchases of common stock
|
|
|
|
|
(10
|
)
|
|
(816
|
)
|
|
|
|
|
|
|
|
(816
|
)
|
|||||||||||
Dividends to shareholders
|
|
|
|
|
|
|
|
|
5
|
|
|
|
|
(300
|
)
|
|
(295
|
)
|
|||||||||||
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
1,617
|
|
|
1,617
|
|
||||||||||||
Actuarial pension loss
|
|
|
|
|
|
|
|
|
|
|
(4
|
)
|
|
|
|
(4
|
)
|
||||||||||||
Unrealized gain on foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
51
|
|
|
|
|
51
|
|
||||||||||||
Balance at June 27, 2014
|
261
|
|
|
$
|
3
|
|
|
(27
|
)
|
|
$
|
(1,570
|
)
|
|
$
|
2,331
|
|
|
$
|
12
|
|
|
$
|
8,066
|
|
|
$
|
8,842
|
|
|
Years Ended
|
||||||||||
|
June 27,
2014 |
|
June 28,
2013 |
|
June 29,
2012 |
||||||
Net income
|
$
|
1,617
|
|
|
$
|
980
|
|
|
$
|
1,612
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
235
|
|
|
241
|
|
|
241
|
|
|||
Employee stock options and other
|
7
|
|
|
5
|
|
|
4
|
|
|||
Diluted
|
242
|
|
|
246
|
|
|
245
|
|
|||
Income per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
6.88
|
|
|
$
|
4.07
|
|
|
$
|
6.69
|
|
Diluted
|
$
|
6.68
|
|
|
$
|
3.98
|
|
|
$
|
6.58
|
|
Anti-dilutive potential common shares excluded*
|
2
|
|
|
3
|
|
|
5
|
|
*
|
For purposes of computing diluted income per common share, certain potentially dilutive securities have been excluded from the calculation because their effect would have been anti-dilutive.
|
|
Actuarial
Pension
Gains
(Losses)
|
|
Foreign
Currency
Translation
Gains
(Losses)
|
|
Unrealized
Gains
(Losses)
on Foreign
Exchange
Contracts
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||
Balance at July 1, 2011
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
(5
|
)
|
Other comprehensive income before reclassifications
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
(12
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income
|
(3
|
)
|
|
4
|
|
|
1
|
|
|
2
|
|
||||
Net current-period other comprehensive income (loss)
|
(3
|
)
|
|
4
|
|
|
(11
|
)
|
|
(10
|
)
|
||||
Balance at June 29, 2012
|
$
|
(3
|
)
|
|
$
|
4
|
|
|
$
|
(16
|
)
|
|
$
|
(15
|
)
|
Other comprehensive loss before reclassifications
|
—
|
|
|
—
|
|
|
13
|
|
|
13
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
14
|
|
|
(4
|
)
|
|
(43
|
)
|
|
(33
|
)
|
||||
Net current-period other comprehensive income (loss)
|
14
|
|
|
(4
|
)
|
|
(30
|
)
|
|
(20
|
)
|
||||
Balance at June 28, 2013
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
(46
|
)
|
|
$
|
(35
|
)
|
Other comprehensive income before reclassifications
|
—
|
|
|
—
|
|
|
13
|
|
|
13
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
(4
|
)
|
|
—
|
|
|
38
|
|
|
34
|
|
||||
Net current-period other comprehensive income (loss)
|
(4
|
)
|
|
—
|
|
|
51
|
|
|
47
|
|
||||
Balance at June 27, 2014
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
12
|
|
|
June 27,
2014 |
|
June 28,
2013 |
||||
|
(In millions)
|
||||||
Inventories:
|
|
|
|
||||
Raw materials and component parts
|
$
|
168
|
|
|
$
|
167
|
|
Work-in-process
|
493
|
|
|
575
|
|
||
Finished goods
|
565
|
|
|
446
|
|
||
Total inventories
|
$
|
1,226
|
|
|
$
|
1,188
|
|
Property, plant and equipment:
|
|
|
|
||||
Land and buildings
|
$
|
1,364
|
|
|
$
|
1,231
|
|
Machinery and equipment
|
6,109
|
|
|
5,738
|
|
||
Furniture and fixtures
|
54
|
|
|
39
|
|
||
Leasehold improvements
|
254
|
|
|
233
|
|
||
Construction-in-process
|
342
|
|
|
375
|
|
||
Total property, plant and equipment
|
8,123
|
|
|
7,616
|
|
||
Accumulated depreciation
|
(4,830
|
)
|
|
(3,916
|
)
|
||
Property, plant and equipment, net
|
$
|
3,293
|
|
|
$
|
3,700
|
|
|
2014
|
|
2013
|
||||
Term loan
|
$
|
2,438
|
|
|
$
|
1,955
|
|
Less amounts due in one year
|
(125
|
)
|
|
(230
|
)
|
||
Long-term debt
|
$
|
2,313
|
|
|
$
|
1,725
|
|
2015
|
$
|
44
|
|
2016
|
38
|
|
|
2017
|
24
|
|
|
2018
|
20
|
|
|
2019
|
18
|
|
|
Thereafter
|
55
|
|
|
Total future minimum payments
|
$
|
199
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Warranty accrual, beginning of period
|
$
|
187
|
|
|
$
|
260
|
|
|
$
|
170
|
|
Warranty liabilities assumed as a result of acquisitions
|
4
|
|
|
—
|
|
|
139
|
|
|||
Charges to operations
|
170
|
|
|
178
|
|
|
154
|
|
|||
Utilization
|
(207
|
)
|
|
(221
|
)
|
|
(196
|
)
|
|||
Changes in estimate related to pre-existing warranties
|
28
|
|
|
(30
|
)
|
|
(7
|
)
|
|||
Warranty accrual, end of period
|
$
|
182
|
|
|
$
|
187
|
|
|
$
|
260
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net revenue(1):
|
|
|
|
|
|
||||||
United States
|
$
|
3,013
|
|
|
$
|
3,403
|
|
|
$
|
2,366
|
|
China
|
3,499
|
|
|
4,145
|
|
|
2,826
|
|
|||
Asia
|
4,756
|
|
|
4,129
|
|
|
4,393
|
|
|||
Europe, Middle East and Africa
|
3,117
|
|
|
3,056
|
|
|
2,325
|
|
|||
Other
|
745
|
|
|
618
|
|
|
568
|
|
|||
Total
|
$
|
15,130
|
|
|
$
|
15,351
|
|
|
$
|
12,478
|
|
Long-lived assets:
|
|
|
|
|
|
||||||
United States
|
$
|
2,415
|
|
|
$
|
1,517
|
|
|
$
|
1,687
|
|
China
|
279
|
|
|
348
|
|
|
428
|
|
|||
Asia
|
4,002
|
|
|
4,434
|
|
|
4,915
|
|
|||
Europe, Middle East and Africa
|
83
|
|
|
139
|
|
|
35
|
|
|||
Total
|
$
|
6,779
|
|
|
$
|
6,438
|
|
|
$
|
7,065
|
|
(1)
|
Net revenue is attributed to geographic regions based on the ship to location of the customer.
|
|
Number
of Shares
|
|
Weighted Average
Exercise Price
Per Share
|
|
Weighted Average
Remaining
Contractual Life
(in years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Options outstanding at July 1, 2011
|
10.2
|
|
|
$
|
22.49
|
|
|
|
|
|
||
Granted
|
3.7
|
|
|
31.78
|
|
|
|
|
|
|||
Assumed
|
4.2
|
|
|
8.47
|
|
|
|
|
|
|||
Exercised
|
(2.1
|
)
|
|
15.14
|
|
|
|
|
|
|||
Forfeited or expired
|
(0.2
|
)
|
|
28.76
|
|
|
|
|
|
|||
Options outstanding at June 29, 2012
|
15.8
|
|
|
$
|
21.89
|
|
|
|
|
|
||
Granted
|
3.4
|
|
|
43.51
|
|
|
|
|
|
|||
Exercised
|
(6.8
|
)
|
|
18.53
|
|
|
|
|
|
|||
Forfeited or expired
|
(0.5
|
)
|
|
32.72
|
|
|
|
|
|
|||
Options outstanding at June 28, 2013
|
11.9
|
|
|
$
|
29.47
|
|
|
|
|
|
||
Granted
|
1.6
|
|
|
68.96
|
|
|
|
|
|
|||
Assumed
|
1.7
|
|
|
38.18
|
|
|
|
|
|
|||
Exercised
|
(4.5
|
)
|
|
25.22
|
|
|
|
|
|
|||
Forfeited or expired
|
(0.6
|
)
|
|
67.23
|
|
|
|
|
|
|||
Options outstanding at June 27, 2014
|
10.1
|
|
|
$
|
37.03
|
|
|
4.6
|
|
$
|
572
|
|
Exercisable at June 27, 2014
|
4.8
|
|
|
$
|
30.03
|
|
|
3.2
|
|
$
|
310
|
|
Vested and expected to vest after June 27, 2014
|
9.9
|
|
|
$
|
36.82
|
|
|
4.5
|
|
$
|
565
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of
Exercise Prices
|
Number
of Shares
|
|
Weighted Average
Remaining
Contractual Life
(in years)
|
|
Weighted Average
Exercise Price
|
|
Number
of Shares
|
|
Weighted Average
Exercise Price
|
||||||
$3.08 – $23.78
|
2.5
|
|
|
4.7
|
|
$
|
13.41
|
|
|
1.6
|
|
|
$
|
13.79
|
|
$25.79 – $29.60
|
2.3
|
|
|
3.5
|
|
28.03
|
|
|
1.5
|
|
|
27.63
|
|
||
$30.06 – $41.75
|
1.3
|
|
|
3.2
|
|
35.82
|
|
|
0.9
|
|
|
34.54
|
|
||
$43.11 – $43.11
|
2.1
|
|
|
5.2
|
|
43.11
|
|
|
0.6
|
|
|
43.11
|
|
||
$48.01 – $91.64
|
1.8
|
|
|
6.1
|
|
67.31
|
|
|
0.1
|
|
|
67.50
|
|
||
$91.88 – $388.77
|
0.1
|
|
|
3.6
|
|
156.90
|
|
|
0.1
|
|
|
156.93
|
|
||
|
10.1
|
|
|
4.6
|
|
$
|
37.03
|
|
|
4.8
|
|
|
$
|
30.03
|
|
|
Number
of Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|||
RSUs outstanding at July 1, 2011
|
3.1
|
|
|
$
|
28.85
|
|
Granted
|
1.6
|
|
|
32.87
|
|
|
Assumed
|
0.4
|
|
|
38.98
|
|
|
Vested
|
(1.3
|
)
|
|
24.58
|
|
|
Forfeited or expired
|
(0.1
|
)
|
|
32.01
|
|
|
RSUs outstanding at June 29, 2012
|
3.7
|
|
|
$
|
33.19
|
|
Granted
|
1.7
|
|
|
43.14
|
|
|
Vested
|
(1.4
|
)
|
|
37.89
|
|
|
Forfeited or expired
|
(0.4
|
)
|
|
35.46
|
|
|
RSUs outstanding at June 28, 2013
|
3.6
|
|
|
$
|
35.82
|
|
Granted
|
1.4
|
|
|
69.08
|
|
|
Assumed
|
0.2
|
|
|
62.73
|
|
|
Vested
|
(1.3
|
)
|
|
33.61
|
|
|
Forfeited or expired
|
(0.2
|
)
|
|
47.62
|
|
|
RSUs outstanding at June 27, 2014
|
3.7
|
|
|
$
|
49.77
|
|
Expected to vest after June 27, 2014
|
3.5
|
|
|
$
|
49.48
|
|
|
2014
|
|
2013
|
|
2012
|
Suboptimal exercise factor
|
2.07
|
|
1.90
|
|
1.81
|
Range of risk-free interest rates
|
0.10% to 2.44%
|
|
0.14% to 1.96%
|
|
0.12% to 1.61%
|
Range of expected stock price volatility
|
0.27 to 0.50
|
|
0.36 to 0.53
|
|
0.41 to 0.55
|
Weighted average expected volatility
|
0.43
|
|
0.49
|
|
0.49
|
Post-vesting termination rate
|
3.10%
|
|
2.16%
|
|
2.61%
|
Dividend yield
|
1.58%
|
|
2.53%
|
|
—
|
Fair value
|
$24.14
|
|
$15.75
|
|
$12.91
|
|
ESPP
|
||||
|
2014
|
|
2013
|
|
2012
|
Option life (in years)
|
1.24
|
|
1.24
|
|
1.24
|
Risk-free interest rate
|
0.26%
|
|
0.23%
|
|
0.22%
|
Stock price volatility
|
0.31
|
|
0.42
|
|
0.46
|
Dividend yield
|
1.64%
|
|
1.61%
|
|
—
|
Fair value
|
$14.62
|
|
$10.36
|
|
$7.29
|
|
Number
of Shares
|
|
Maximum shares issuable in connection with:
|
|
|
Outstanding awards and shares available for award grants
|
23.6
|
|
ESPP
|
5.9
|
|
Total
|
29.5
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Foreign
|
$
|
1,664
|
|
|
$
|
870
|
|
|
$
|
1,559
|
|
Domestic
|
88
|
|
|
352
|
|
|
198
|
|
|||
Income before income taxes
|
$
|
1,752
|
|
|
$
|
1,222
|
|
|
$
|
1,757
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Current:
|
|
|
|
|
|
||||||
Foreign
|
$
|
47
|
|
|
$
|
57
|
|
|
$
|
12
|
|
Domestic-federal
|
98
|
|
|
149
|
|
|
98
|
|
|||
Domestic-state
|
3
|
|
|
1
|
|
|
1
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Foreign
|
(3
|
)
|
|
(7
|
)
|
|
18
|
|
|||
Domestic-federal
|
(14
|
)
|
|
(46
|
)
|
|
25
|
|
|||
Domestic-state
|
4
|
|
|
88
|
|
|
(9
|
)
|
|||
Income tax provision
|
$
|
135
|
|
|
$
|
242
|
|
|
$
|
145
|
|
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
||||
Sales related reserves and accrued expenses not currently deductible
|
$
|
38
|
|
|
$
|
45
|
|
Accrued compensation and benefits not currently deductible
|
190
|
|
|
182
|
|
||
Domestic net operating loss carryforward
|
130
|
|
|
103
|
|
||
Business credit carryforward
|
155
|
|
|
123
|
|
||
Long-lived assets
|
58
|
|
|
47
|
|
||
Other
|
65
|
|
|
71
|
|
||
Total deferred tax assets
|
636
|
|
|
571
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Long-lived assets
|
(152
|
)
|
|
(156
|
)
|
||
Other
|
(11
|
)
|
|
—
|
|
||
Total deferred tax liabilities
|
(163
|
)
|
|
(156
|
)
|
||
Valuation allowances
|
(128
|
)
|
|
(133
|
)
|
||
Deferred tax assets, net
|
$
|
345
|
|
|
$
|
282
|
|
Deferred tax assets:
|
|
|
|
||||
Current portion (included in other current assets)
|
$
|
184
|
|
|
$
|
160
|
|
Non-current portion (included in other non-current assets)
|
452
|
|
|
411
|
|
||
Total deferred tax assets
|
636
|
|
|
571
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Current portion (included in other current assets)
|
(2
|
)
|
|
—
|
|
||
Non-current portion (included in other non-current assets)
|
(161
|
)
|
|
(156
|
)
|
||
Total deferred tax liabilities
|
(163
|
)
|
|
(156
|
)
|
||
Valuation allowances (included in non-current portion of deferred tax assets)
|
(128
|
)
|
|
(133
|
)
|
||
Deferred tax assets, net
|
$
|
345
|
|
|
$
|
282
|
|
|
2014
|
|
2013
|
|
2012
|
|||
U.S. Federal statutory rate
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
Tax rate differential on international income
|
(28
|
)
|
|
(19
|
)
|
|
(29
|
)
|
Tax effect of U.S. permanent differences
|
2
|
|
|
—
|
|
|
3
|
|
State income tax, net of federal tax
|
—
|
|
|
8
|
|
|
1
|
|
Income tax credits
|
(1
|
)
|
|
(4
|
)
|
|
(2
|
)
|
Effective tax rate
|
8
|
%
|
|
20
|
%
|
|
8
|
%
|
|
2014
|
|
2013
|
|
2012
|
||||||
Unrecognized tax benefit at beginning of period
|
$
|
240
|
|
|
$
|
280
|
|
|
$
|
245
|
|
Gross increases related to current year tax positions
|
27
|
|
|
29
|
|
|
14
|
|
|||
Gross increases related to prior year tax positions
|
26
|
|
|
10
|
|
|
—
|
|
|||
Gross decreases related to prior year tax positions
|
(5
|
)
|
|
(8
|
)
|
|
—
|
|
|||
Settlements
|
—
|
|
|
(64
|
)
|
|
(18
|
)
|
|||
Lapse of statute of limitations
|
—
|
|
|
(7
|
)
|
|
—
|
|
|||
Acquisitions
|
12
|
|
|
—
|
|
|
39
|
|
|||
Unrecognized tax benefit at end of period
|
$
|
300
|
|
|
$
|
240
|
|
|
$
|
280
|
|
|
Fair Value Measurements at
Reporting Date Using
|
|
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
756
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
756
|
|
Bank acceptances
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
Total cash equivalents
|
756
|
|
|
1
|
|
|
—
|
|
|
757
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
U.S. Government agency securities
|
—
|
|
|
53
|
|
|
—
|
|
|
53
|
|
||||
Commercial paper
|
—
|
|
|
165
|
|
|
—
|
|
|
165
|
|
||||
Certificates of deposit
|
—
|
|
|
66
|
|
|
—
|
|
|
66
|
|
||||
Total short-term investments
|
—
|
|
|
284
|
|
|
—
|
|
|
284
|
|
||||
Long-term investments:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities
|
—
|
|
|
180
|
|
|
—
|
|
|
180
|
|
||||
U.S. Government agency securities
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
||||
Total long-term investments
|
—
|
|
|
215
|
|
|
—
|
|
|
215
|
|
||||
Foreign exchange contracts
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||
Total assets at fair value
|
$
|
756
|
|
|
$
|
507
|
|
|
$
|
—
|
|
|
$
|
1,263
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|||||||
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Total liabilities at fair value
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
Fair Value Measurements at
Reporting Date Using
|
|
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
1,227
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,227
|
|
Auction-rate securities
|
—
|
|
|
—
|
|
|
14
|
|
|
14
|
|
||||
Total assets at fair value
|
$
|
1,227
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
1,241
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
57
|
|
|
$
|
—
|
|
|
$
|
57
|
|
Total liabilities at fair value
|
$
|
—
|
|
|
$
|
57
|
|
|
$
|
—
|
|
|
$
|
57
|
|
|
Cost Basis
|
|
Unrealized Gains (Losses)
|
|
Fair Value
|
||||||
Available-for-sale securities:
|
|
|
|
|
|
||||||
U.S. Treasury securities
|
$
|
180
|
|
|
$
|
—
|
|
|
$
|
180
|
|
U.S. Government agency securities
|
88
|
|
|
—
|
|
|
88
|
|
|||
Commercial paper
|
165
|
|
|
—
|
|
|
165
|
|
|||
Certificates of deposit
|
66
|
|
|
—
|
|
|
66
|
|
|||
Total
|
$
|
499
|
|
|
$
|
—
|
|
|
$
|
499
|
|
|
|
|
|
|
|
||||||
Included in short-term investments
|
|
|
|
|
$
|
284
|
|
||||
Included in other non-current assets
|
|
|
|
|
215
|
|
|||||
Total
|
|
|
|
|
$
|
499
|
|
|
Cost Basis
|
|
Fair Value
|
||||
Due in less than one year
|
$
|
284
|
|
|
$
|
284
|
|
Due in one to five years
|
215
|
|
|
215
|
|
||
Total
|
$
|
499
|
|
|
$
|
499
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||
Derivatives Designated as
Hedging Instruments
|
|
Balance Sheet
Location
|
|
Fair Value
|
|
Balance Sheet
Location
|
|
Fair Value
|
|
Balance Sheet
Location
|
|
Fair Value
|
|
Balance Sheet
Location
|
|
Fair Value
|
||||||||
Foreign exchange contracts
|
|
Other current
assets
|
|
$
|
7
|
|
|
Other current
assets
|
|
$
|
—
|
|
|
Accrued
expenses
|
|
$
|
2
|
|
|
Accrued
expenses
|
|
$
|
57
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Balance Sheet
|
|
|
||||||||||||||
Derivatives Designated as
Hedging Instruments
|
Gross Amounts of Recognized Assets (Liabilities)
|
|
Gross Amounts Offset in the Balance Sheet
|
|
Net Amounts of Assets (Liabilities) Presented in the Balance Sheet
|
|
Financial Instruments
|
|
Cash Collateral Received or Pledged
|
|
Net Amount
|
||||||||||||
Foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial assets
|
$
|
9
|
|
|
$
|
(2
|
)
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7
|
|
Financial liabilities
|
(4
|
)
|
|
2
|
|
|
$
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||
Total derivative instruments
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Balance Sheet
|
|
|
||||||||||||||
Derivatives Designated as
Hedging Instruments
|
Gross Amounts of Recognized Assets (Liabilities)
|
|
Gross Amounts Offset in the Balance Sheet
|
|
Net Amounts of Assets (Liabilities) Presented in the Balance Sheet
|
|
Financial Instruments
|
|
Cash Collateral Received or Pledged
|
|
Net Amount
|
||||||||||||
Foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financial assets
|
$
|
10
|
|
|
$
|
(10
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Financial liabilities
|
(67
|
)
|
|
10
|
|
|
(57
|
)
|
|
—
|
|
|
—
|
|
|
(57
|
)
|
||||||
Total derivative instruments
|
$
|
(57
|
)
|
|
$
|
—
|
|
|
$
|
(57
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(57
|
)
|
Derivatives in Cash Flow Hedging Relationships
|
|
Amount of Gain
(Loss)
Recognized in
Accumulated
Other Comprehensive Income
on Derivatives
|
|
Location of Gain
Reclassified from
Accumulated
Other Comprehensive Income into Income
|
|
Amount of Gain (Loss)
Reclassified
from
Accumulated
Other Comprehensive Income into
Income
|
||||||||||||
|
2014
|
|
2013
|
|
|
|
2014
|
|
2013
|
|||||||||
Foreign exchange contracts
|
|
$
|
13
|
|
|
$
|
13
|
|
|
Cost of revenue
|
|
$
|
(38
|
)
|
|
$
|
43
|
|
|
|
Carrying Amount
|
||
Balance as of June 29, 2012
|
|
$
|
1,975
|
|
Purchase price adjustments to goodwill
|
|
(21
|
)
|
|
Balance as of June 28, 2013
|
|
$
|
1,954
|
|
Goodwill recorded in connection with acquisitions
|
|
605
|
|
|
Balance as of June 27, 2014
|
|
$
|
2,559
|
|
|
|
Weighted Average
Amortization
Period
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
|||||||
|
|
(in years)
|
|
(in millions)
|
|
(in millions)
|
|
(in millions)
|
|||||||
Existing technology
|
|
5
|
|
|
$
|
566
|
|
|
$
|
368
|
|
|
$
|
198
|
|
Customer relationships
|
|
4
|
|
|
148
|
|
|
97
|
|
|
51
|
|
|||
Other
|
|
3
|
|
|
73
|
|
|
55
|
|
|
18
|
|
|||
Leasehold interests
|
|
32
|
|
|
43
|
|
|
10
|
|
|
33
|
|
|||
In-process research and development
|
|
—
|
|
|
154
|
|
|
—
|
|
|
154
|
|
|||
Total
|
|
|
|
$
|
984
|
|
|
$
|
530
|
|
|
$
|
454
|
|
|
|
Weighted Average
Amortization Period
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
|||||||
|
|
(in years)
|
|
(in millions)
|
|
(in millions)
|
|
(in millions)
|
|||||||
Existing technology
|
|
5
|
|
|
$
|
561
|
|
|
$
|
245
|
|
|
$
|
316
|
|
Customer relationships
|
|
4
|
|
|
139
|
|
|
57
|
|
|
82
|
|
|||
Other
|
|
3
|
|
|
65
|
|
|
36
|
|
|
29
|
|
|||
Leasehold interests
|
|
31
|
|
|
40
|
|
|
5
|
|
|
35
|
|
|||
In-process research and development
|
|
—
|
|
|
143
|
|
|
—
|
|
|
143
|
|
|||
Total
|
|
|
|
$
|
948
|
|
|
$
|
343
|
|
|
$
|
605
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Change in benefit obligation:
|
|
|
|
|
|
||||||
Benefit obligation at beginning of period
|
$
|
234
|
|
|
$
|
286
|
|
|
$
|
279
|
|
Service cost
|
10
|
|
|
11
|
|
|
4
|
|
|||
Interest cost
|
4
|
|
|
5
|
|
|
2
|
|
|||
Actuarial gain
|
13
|
|
|
(4
|
)
|
|
—
|
|
|||
Benefits paid
|
(7
|
)
|
|
(6
|
)
|
|
(2
|
)
|
|||
Other
(1)
|
8
|
|
|
—
|
|
|
—
|
|
|||
Non-U.S. currency movement
|
(7
|
)
|
|
(58
|
)
|
|
3
|
|
|||
Benefit obligation at end of period
|
255
|
|
|
234
|
|
|
286
|
|
|||
Change in plan assets:
|
|
|
|
|
|
||||||
Fair value of plan assets at beginning of period
|
167
|
|
|
167
|
|
|
162
|
|
|||
Actual return on plan assets
|
15
|
|
|
29
|
|
|
(1
|
)
|
|||
Employer contributions
|
14
|
|
|
15
|
|
|
6
|
|
|||
Benefits paid
|
(7
|
)
|
|
(6
|
)
|
|
(2
|
)
|
|||
Other
(1)
|
7
|
|
|
—
|
|
|
—
|
|
|||
Non-U.S. currency movement
|
(5
|
)
|
|
(38
|
)
|
|
2
|
|
|||
Fair value of plan assets at end of period
|
191
|
|
|
167
|
|
|
167
|
|
|||
Unfunded status at end of year
|
$
|
64
|
|
|
$
|
67
|
|
|
$
|
119
|
|
(1)
|
During fiscal 2014 the Japan entity assumed benefit obligations and plan assets from Hitachi. These pension obligations related to former Hitachi employees who were hired into the HGST Japan entity during or soon after the 2012 acquisition of HGST by the Company.
|
|
2014
|
|
2013
|
||||
Current liabilities
|
$
|
1
|
|
|
$
|
1
|
|
Non-current liabilities
|
63
|
|
|
66
|
|
||
Net amount recognized
|
$
|
64
|
|
|
$
|
67
|
|
|
2014
|
|
2013
|
|
2012
|
|||
Discount rate
|
1.6
|
%
|
|
1.6
|
%
|
|
1.8
|
%
|
Rate of compensation increase
|
1.0
|
%
|
|
0.9
|
%
|
|
1.4
|
%
|
|
2014
|
|
2013
|
|
2012
|
|||
Discount rate
|
1.6
|
%
|
|
1.8
|
%
|
|
1.9
|
%
|
Expected long-term rate of return on plan assets
|
3.5
|
%
|
|
3.5
|
%
|
|
3.5
|
%
|
Rate of compensation increase
|
0.9
|
%
|
|
1.2
|
%
|
|
1.4
|
%
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Equity:
|
|
|
|
|
|
||||||||||
Equity commingled/mutual funds
(1)(2)
|
$
|
—
|
|
|
$
|
69
|
|
|
$
|
—
|
|
|
$
|
69
|
|
Fixed income:
|
|
|
|
|
|
|
|
|
|||||||
Fixed income commingled/mutual funds
(1)(3)
|
—
|
|
|
111
|
|
|
—
|
|
|
111
|
|
||||
Cash and short-term investments
(3)
|
8
|
|
|
3
|
|
|
—
|
|
|
11
|
|
||||
Fair value of plan assets
|
$
|
8
|
|
|
$
|
183
|
|
|
$
|
—
|
|
|
$
|
191
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Equity:
|
|
|
|
|
|
|
|
||||||||
Equity commingled/mutual funds
(1)(2)
|
$
|
—
|
|
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
60
|
|
Fixed income:
|
|
|
|
|
|
|
|
|
|||||||
Fixed income commingled/mutual funds
(1)(3)
|
—
|
|
|
101
|
|
|
—
|
|
|
101
|
|
||||
Cash and short-term investments
(3)
|
4
|
|
|
2
|
|
|
—
|
|
|
6
|
|
||||
Fair value of plan assets
|
$
|
4
|
|
|
$
|
163
|
|
|
$
|
—
|
|
|
$
|
167
|
|
(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.
|
|
October 17,
2013
|
||
Tangible assets acquired and liabilities assumed
|
$
|
58
|
|
Intangible assets
|
49
|
|
|
Goodwill
|
506
|
|
|
Total
|
$
|
613
|
|
|
September 12,
2013
|
||
Tangible assets acquired and liabilities assumed
|
$
|
189
|
|
Intangible assets
|
58
|
|
|
Goodwill
|
89
|
|
|
Total
|
$
|
336
|
|
|
Employee
Termination
Benefits
|
|
Impairment
of Assets
|
|
Contract Termination and Other Charges
|
|
Total
|
||||||||
Accrual at July 1, 2011
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Charges
|
8
|
|
|
56
|
|
|
16
|
|
|
80
|
|
||||
Cash payments
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
||||
Non-cash charges
|
—
|
|
|
(56
|
)
|
|
—
|
|
|
(56
|
)
|
||||
Accrual at June 29, 2012
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
16
|
|
Charges
|
109
|
|
|
14
|
|
|
15
|
|
|
138
|
|
||||
Cash payments
|
(66
|
)
|
|
—
|
|
|
(17
|
)
|
|
(83
|
)
|
||||
Non-cash charges
|
(6
|
)
|
|
(14
|
)
|
|
(5
|
)
|
|
(25
|
)
|
||||
Accrual at June 28, 2013
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
46
|
|
Charges
|
27
|
|
|
62
|
|
|
6
|
|
|
95
|
|
||||
Cash payments
|
(64
|
)
|
|
—
|
|
|
(15
|
)
|
|
(79
|
)
|
||||
Non-cash charges
|
—
|
|
|
(62
|
)
|
|
—
|
|
|
(62
|
)
|
||||
Accrual at June 27, 2014
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
2014(1)
|
|
|
|
|
|
|
|
||||||||
Revenue, net
|
$
|
3,804
|
|
|
$
|
3,972
|
|
|
$
|
3,703
|
|
|
$
|
3,651
|
|
Gross profit
|
1,099
|
|
|
1,156
|
|
|
1,076
|
|
|
1,029
|
|
||||
Operating income
|
542
|
|
|
478
|
|
|
419
|
|
|
352
|
|
||||
Net income
|
495
|
|
|
430
|
|
|
375
|
|
|
317
|
|
||||
Basic income per common share
|
$
|
2.10
|
|
|
$
|
1.82
|
|
|
$
|
1.60
|
|
|
$
|
1.35
|
|
Diluted income per common share
|
$
|
2.05
|
|
|
$
|
1.77
|
|
|
$
|
1.55
|
|
|
$
|
1.32
|
|
2013(2)
|
|
|
|
|
|
|
|
||||||||
Revenue, net
|
$
|
4,035
|
|
|
$
|
3,824
|
|
|
$
|
3,764
|
|
|
$
|
3,728
|
|
Gross profit
|
1,193
|
|
|
1,059
|
|
|
1,061
|
|
|
1,050
|
|
||||
Operating income (loss)
|
592
|
|
|
478
|
|
|
417
|
|
|
(221
|
)
|
||||
Net income (loss)
|
519
|
|
|
335
|
|
|
391
|
|
|
(265
|
)
|
||||
Basic income (loss) per common share
|
$
|
2.11
|
|
|
$
|
1.38
|
|
|
$
|
1.64
|
|
|
$
|
(1.12
|
)
|
Diluted income (loss) per common share
|
$
|
2.06
|
|
|
$
|
1.36
|
|
|
$
|
1.60
|
|
|
$
|
(1.12
|
)
|
(1)
|
Certain prior quarter amounts have been reclassified from gross profit to the employee termination, asset impairment and other charges line within operating expenses to conform to the annual presentation. The first, second, third and fourth quarters of 2014 included $11 million, $23 million, $25 million and $36 million, respectively, of employee termination, asset impairment and other charges. Each of the four quarters of 2014 included $13 million of charges related to interest on an arbitration award. The first quarter of 2014 included a $65 million gain on insurance recovery.
|
(2)
|
The fourth quarter of 2013 included a $681 million charge related to an arbitration award. The first, second, third and fourth quarters of 2013 included $26 million, $41 million, $63 million and $8 million, respectively, of employee termination, asset impairment and other charges. The second quarter of 2013 included an $88 million charge related to California Proposition 39 to reduce the Company’s previously recognized California deferred tax assets as of December 28, 2012.
|
|
Allowance for
Doubtful
Accounts
|
||
Balance at July 1, 2011
|
$
|
5
|
|
Other
|
3
|
|
|
Additions charges to operations
|
1
|
|
|
Balance at June 29, 2012
|
$
|
9
|
|
Additions charged to operations
|
8
|
|
|
Deductions
|
(10
|
)
|
|
Recovery
|
2
|
|
|
Balance at June 28, 2013
|
$
|
9
|
|
Additions charged to operations
|
3
|
|
|
Deductions
|
(1
|
)
|
|
Balance at June 27, 2014
|
$
|
11
|
|
|
WESTERN DIGITAL CORPORATION
|
|
|
|
|
|
By:
|
/s/ T
IMOTHY
M. L
EYDEN
|
|
|
Timothy M. Leyden
|
|
|
Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ S
TEPHEN
D. M
ILLIGAN
|
|
President and Chief Executive Officer
(Principal Executive Officer), Director
|
|
August 14, 2014
|
Stephen D. Milligan
|
|
|
||
|
|
|
||
/s/ T
IMOTHY
M. L
EYDEN
|
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
|
August 14, 2014
|
Timothy M. Leyden
|
|
|
||
|
|
|
|
|
/s/ T
HOMAS
E. P
ARDUN
|
|
Chairman of the Board
|
|
August 14, 2014
|
Thomas E. Pardun
|
|
|
||
|
|
|
||
/s/ K
ATHLEEN
A. C
OTE
|
|
Director
|
|
August 14, 2014
|
Kathleen A. Cote
|
|
|
||
|
|
|
||
/s/ H
ENRY
T. D
E
N
ERO
|
|
Director
|
|
August 14, 2014
|
Henry T. DeNero
|
|
|
||
|
|
|
||
/s/ W
ILLIAM
L. K
IMSEY
|
|
Director
|
|
August 14, 2014
|
William L. Kimsey
|
|
|
||
|
|
|
||
/s/ M
ICHAEL
D. L
AMBERT
|
|
Director
|
|
August 14, 2014
|
Michael D. Lambert
|
|
|
||
|
|
|
||
/s/ L
EN
J. L
AUER
|
|
Director
|
|
August 14, 2014
|
Len J. Lauer
|
|
|
||
|
|
|
||
/s/ M
ATTHEW
E. M
ASSENGILL
|
|
Director
|
|
August 14, 2014
|
Matthew E. Massengill
|
|
|
||
|
|
|
||
/s/ R
OGER
H. M
OORE
|
|
Director
|
|
August 14, 2014
|
Roger H. Moore
|
|
|
||
|
|
|
||
/s/ P
AULA
A. P
RICE
|
|
Director
|
|
August 14, 2014
|
Paula A. Price
|
|
|
||
|
|
|
|
|
/s/ A
RIF
S
HAKEEL
|
|
Director
|
|
August 14, 2014
|
Arif Shakeel
|
|
|
||
|
|
|
|
|
/s/ A
KIO
Y
AMAMOTO
|
|
Director
|
|
August 14, 2014
|
Akio Yamamoto
|
|
|
||
|
|
|
||
/s/ M
ASAHIRO
Y
AMAMURA
|
|
Director
|
|
August 14, 2014
|
Masahiro Yamamura
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
2.1
|
|
Stock Purchase Agreement, dated March 7, 2011, among Western Digital Corporation, Western Digital Ireland, Ltd., Hitachi, Ltd., and Viviti Technologies Ltd. (Filed as Exhibit 2.1 to Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on May 2, 2011) ±
|
|
|
|
2.2
|
|
First Amendment to Stock Purchase Agreement, dated May 27, 2011, among Western Digital Corporation, Western Digital Ireland, Ltd., Hitachi, Ltd., and Viviti Technologies Ltd. (Filed as Exhibit 2.2 to the Company’s Annual Report on Form 10-K (File No. 1-08703) with the Securities and Exchange Commission on August 12, 2011)
|
|
|
|
2.3
|
|
Second Amendment to Stock Purchase Agreement, dated November 23, 2011, among Western Digital Corporation, Western Digital Ireland, Ltd., Hitachi, Ltd., and Viviti Technologies Ltd. (Filed as Exhibit 2.3 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on January 27, 2012)
|
|
|
|
2.4
|
|
Third Amendment to Stock Purchase Agreement, dated January 30, 2012, among Western Digital Corporation, Western Digital Ireland, Ltd., Hitachi, Ltd., and Viviti Technologies Ltd. (Filed as Exhibit 2.4 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on May 9, 2012)
|
|
|
|
2.5
|
|
Fourth Amendment to Stock Purchase Agreement, dated February 15, 2012, among Western Digital Corporation, Western Digital Ireland, Ltd., Hitachi, Ltd., and Viviti Technologies Ltd. (Filed as Exhibit 2.5 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on May 9, 2012)
|
|
|
|
2.6
|
|
Fifth Amendment to Stock Purchase Agreement, dated March 6, 2012, among Western Digital Corporation, Western Digital Ireland, Ltd., Hitachi, Ltd., and Viviti Technologies Ltd. (Filed as Exhibit 2.6 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on May 9, 2012)
|
|
|
|
2.7
|
|
Sixth Amendment to Stock Purchase Agreement, dated March 6, 2012, among Western Digital Corporation, Western Digital Ireland, Ltd., Hitachi, Ltd., and Viviti Technologies Ltd. (Filed as Exhibit 2.7 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on May 9, 2012)
|
|
|
|
2.8
|
|
Amendment to Stock Purchase Agreement, dated July 9, 2012, among Western Digital Corporation, Western Digital Ireland, Ltd., Hitachi, Ltd., and Viviti Technologies Ltd. (Filed as Exhibit 2.8 to the Company’s Annual Report on Form 10-K (File No. 1-08703) with the Securities and Exchange Commission on August 19, 2013)
|
|
|
|
2.9
|
|
Amendment to Stock Purchase Agreement, dated July 27, 2012, among Western Digital Corporation, Western Digital Ireland, Ltd., Hitachi, Ltd., and Viviti Technologies Ltd. (Filed as Exhibit 2.8 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on November 2, 2012)
|
|
|
|
2.10
|
|
Amendment to Stock Purchase Agreement, dated August 29, 2012, among Western Digital Corporation, Western Digital Ireland, Ltd., Hitachi, Ltd., and Viviti Technologies Ltd. (Filed as Exhibit 2.9 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on November 2, 2012)
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Western Digital Corporation, as amended to date (Filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on February 8, 2006)
|
|
|
|
3.2
|
|
Amended and Restated By-Laws of Western Digital Corporation, as amended effective as of November 14, 2013 (Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 1-08703) with the Securities and Exchange Commission on November 14, 2013)
|
|
|
|
10.1
|
|
Western Digital Corporation Amended and Restated 2004 Performance Incentive Plan, amended and restated as of August 7, 2012 (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-08703) with the Securities and Exchange Commission on November 13, 2012)*
|
|
|
|
10.1.1
|
|
Form of Notice of Grant of Stock Option and Option Agreement - Executives, under the Western Digital Corporation Amended and Restated 2004 Performance Incentive Plan (Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on October 28, 2011)*
|
|
|
10.1.2
|
|
Form of Notice of Stock Option Grant and Stock Option Agreement - Non-Executives, under the Western Digital Corporation Amended and Restated 2004 Performance Incentive Plan (Filed as Exhibit 10.1.5 to the Company’s Current Report on Form 8-K (File No. 1-08703) with the Securities and Exchange Commission on May 16, 2006) *
|
|
|
|
10.1.3
|
|
Form of Notice of Grant of Stock Units and Stock Unit Award Agreement - Executives, under the Western Digital Corporation Amended and Restated 2004 Performance Incentive Plan (Filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on October 28, 2011)*
|
|
|
|
10.1.4
|
|
Form of Notice of Grant of Stock Units and Stock Unit Award Agreement, under the Western Digital Corporation Amended and Restated 2004 Performance Incentive Plan (Filed as Exhibit 10.1.6 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on October 31, 2008)*
|
|
|
|
10.1.5
|
|
Form of Notice of Grant of Performance Stock Units and Performance Stock Unit Award Agreement, under the Western Digital Corporation Amended and Restated 2004 Performance Incentive Plan (Filed as Exhibit 10.1.7 to the Company’s Annual Report on Form 10-K (File No. 1-08703) with the Securities and Exchange Commission on August 20, 2012)*
|
|
|
|
10.1.6
|
|
Western Digital Corporation Amended and Restated 2004 Performance Incentive Plan Non-Employee Director Option Grant Program, as amended September 6, 2012, and Form of Notice of Grant of Stock Option and Option Agreement - Non-Employee Directors (Filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on November 2, 2012)*
|
|
|
|
10.1.7
|
|
Western Digital Corporation Amended and Restated 2004 Performance Incentive Plan Non-Employee Director Restricted Stock Unit Grant Program, as amended September 6, 2012 (Filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on November 2, 2012)*
|
|
|
|
10.2
|
|
Western Digital Corporation Amended and Restated Employee Stock Option Plan, as amended on November 5, 1998 (Filed as Exhibit 10.1.4 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on February 8, 1999)*
|
|
|
|
10.2.1
|
|
First Amendment to the Western Digital Corporation Employee Stock Option Plan, dated April 6, 2001(Filed as Exhibit 10.1.5 to the Company’s Annual Report on Form 10-K (File No. 1-08703) with the Securities and Exchange Commission on September 27, 2001)*
|
|
|
|
10.2.2
|
|
Form of Notice of Grant of Stock Options and Stock Option Agreement under the Western Digital Corporation Amended and Restated Employee Stock Option Plan as amended (Filed as Exhibit 10.2.2 to the Company’s Annual Report on Form 10-K (File No. 1-08703) with the Securities and Exchange Commission on September 14, 2005)*
|
|
|
|
10.3
|
|
Western Digital Corporation 2005 Employee Stock Purchase Plan, as amended August 6, 2012 (Filed as Exhibit 4.2 to the Company’s Registration Statement on Form S-8 (File No. 333-185194) with the Securities and Exchange Commission on November 29, 2012)*
|
|
|
|
10.4
|
|
Virident Systems, Inc. 2006 Stock Plan (Filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (File No. 333-191910) with the Securities and Exchange Commission on October 25, 2013)*
|
|
|
|
10.5
|
|
sTec, Inc. 2010 Incentive Award Plan (Filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (File No. 333-191216) with the Securities and Exchange Commission on September 17, 2013)*
|
|
|
|
10.5.1
|
|
First Amendment to the sTec, Inc. 2010 Incentive Award Plan, effective as of March 14, 2011 (Filed as Exhibit 4.2 to the Company’s Registration Statement on Form S-8 (File No. 333-191216) with the Securities and Exchange Commission on September 17, 2013)*
|
|
|
|
10.5.2
|
|
Second Amendment to the sTec, Inc. 2010 Incentive Award Plan, effective as of March 22, 2012 (Filed as Exhibit 4.3 to the Company’s Registration Statement on Form S-8 (File No. 333-191216) with the Securities and Exchange Commission on September 17, 2013)*
|
|
|
|
10.5.3
|
|
Simpletech, Inc. 2000 Stock Incentive Plan, as amended and restated through April 17, 2006 (Filed as Exhibit 4.4 to the Company’s Registration Statement on Form S-8 (File No. 333-191216) with the Securities and Exchange Commission on September 17, 2013)*
|
|
|
|
10.6
|
|
Viviti Technologies Ltd. 2010 Equity Plan, as adopted on November 17, 2010 (Filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (File No. 333-180286) with the Securities and Exchange Commission on March 22, 2012)*
|
|
|
|
10.7
|
|
Viviti Technologies Ltd. 2010 Senior Executive Officer Equity Plan, as adopted on November 17, 2010 (Filed as Exhibit 4.2 to the Company’s Registration Statement on Form S-8 (File No. 333-180286) with the Securities and Exchange Commission on March 22, 2012)*
|
|
|
|
10.8
|
|
Western Digital Corporation Summary of Compensation Arrangements for Named Executive Officers and Directors†*
|
|
|
|
10.9
|
|
Amended and Restated Deferred Compensation Plan, amended and restated effective January 1, 2013 (Filed as Exhibit 10.4 to the Company’s Annual Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on November 2, 2012)*
|
|
|
|
10.10
|
|
Form of Notice of Grant of Stock Option and Stock Option Agreement between Western Digital Corporation and John F. Coyne (Filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on October 28, 2011)*
|
|
|
|
10.11
|
|
Amended and Restated Employment Agreement, dated as of September 6, 2012, between Western Digital Corporation and Stephen D. Milligan (Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on November 2, 2012)*
|
|
|
|
10.12
|
|
Employment Agreement, dated March 7, 2011, between Western Digital Corporation and Timothy M. Leyden (Filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on May 2, 2011)*
|
|
|
|
10.13
|
|
Western Digital Corporation Amended and Restated Change of Control Severance Plan, amended and restated as of August 7, 2012 (Filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on November 2, 2012)*
|
|
|
|
10.14
|
|
Western Digital Corporation Executive Severance Plan, amended and restated as of February 16, 2012 (Filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on May 9, 2012)*
|
|
|
|
10.15
|
|
Form of Indemnity Agreement for Directors of Western Digital Corporation (Filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on November 8, 2002)*
|
|
|
|
10.16
|
|
Form of Indemnity Agreement for Officers of Western Digital Corporation (Filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on November 8, 2002)*
|
|
|
|
10.17
|
|
Credit Agreement, dated as of March 8, 2012, among Western Digital Technologies, Inc. and Western Digital Ireland, Ltd., as Borrowers; Western Digital Corporation, as Holdings; Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer; the other lenders party thereto; Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Sole Lead Arranger and Sole Bookrunner; and The Bank of Nova Scotia, Union Bank, N.A., HSBC Bank USA, National Association, and JPMorgan Chase Bank, N.A., as Co-Syndication Agents (Filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on November 2, 2012)
|
|
|
|
10.17.1
|
|
Amendment No. 1 to Credit Agreement, dated as of August 23, 2013, among Western Digital Technologies, Inc. and Western Digital Ireland, Ltd., as Borrowers; Western Digital Corporation, as Holdings; Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer (Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on October 29, 2013)
|
|
|
|
10.18
|
|
Credit Agreement, dated as of January 9, 2014, among Western Digital Technologies, Inc. and Western Digital Ireland, Ltd., as Borrowers; Western Digital Corporation, as Holdings; JPMorgan Chase Bank, N.A., as Administrative Agent; the other lenders party thereto; J.P. Morgan Securities LLC, as Sole Lead Arranger and Joint Bookrunner; HSBC Bank USA, N.A., Royal Bank of Canada, Bank of America, N.A. and Citibank, N.A., as Co-Syndication Agents (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 1-08703) with the Securities and Exchange Commission on January 9, 2014)
|
|
|
|
10.19
|
|
Transition Services Agreement, dated March 7, 2011, among Hitachi, Ltd., Viviti Technologies Ltd. and Western Digital Corporation (Filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on May 2, 2011)
|
|
|
|
10.20
|
|
Investor Rights Agreement, dated as of March 8, 2012, between Western Digital Corporation and Hitachi, Ltd. (Filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on May 9, 2012)
|
|
|
|
10.20.1
|
|
Amendment No. 1 to Investor Rights Agreement, dated as of February 5, 2013, between Western Digital Corporation and Hitachi, Ltd. (Filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on May 3, 2013)
|
|
|
|
10.20.2
|
|
Amendment No. 2 to Investor Rights Agreement, dated as of August 27, 2013, between Western Digital Corporation and Hitachi, Ltd. (Filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on October 29, 2013)
|
|
|
|
10.20.3
|
|
Amendment No. 3 to Investor Rights Agreement, dated as of October 29, 2013, between Western Digital Corporation and Hitachi, Ltd. (Filed as Exhibit 4.7 to the Company’s Registration Statement on Form S-3ASR (File No. 333-191987) with the Securities and Exchange Commission on October 30, 2013)
|
|
|
|
10.21
|
|
Letter Agreement regarding Investor Designee Compensation, between Western Digital Corporation and Hitachi, Ltd., dated as of August 14, 2013 (Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on October 29, 2013)*
|
|
|
|
10.22
|
|
Letter Agreement, dated November 15, 2011, between Western Digital Technologies, Inc. and SAE Magnetics (H.K.) Ltd. and its affiliates (Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No. 1-08703) with the Securities and Exchange Commission on January 27, 2012)≠
|
|
|
|
21
|
|
Subsidiaries of Western Digital Corporation†
|
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm†
|
|
|
|
31.1
|
|
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002†
|
|
|
|
31.2
|
|
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002†
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002†
|
|
|
|
32.2
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002†
|
|
|
|
101.INS
|
|
XBRL Instance Document†
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document†
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document†
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document†
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document†
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document†
|
†
|
Filed with this report.
|
**
|
Furnished with this report.
|
±
|
Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally copies of any of the omitted schedules upon request by the Securities and Exchange Commission.
|
≠
|
Certain portions of this exhibit are omitted and have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.
|
*
|
Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to applicable rules of the Securities and Exchange Commission.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Customers
Customer name | Ticker |
---|---|
Unisys Corporation | UIS |
No Suppliers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|