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Western Digital
2007 Annual Report
and Form 10-K

Table of contents

  • Page 1
    Western Digital 2007 Annual Report and Form 10-K

  • Page 2
    ... providing products and services for people and organizations that collect, manage and use digital information. We produce reliable, high-performance hard drives that keep users' data accessible and secure from loss. In addition to the development, manufacture and sale of hard drives for desktop and...

  • Page 3
    John F. Coyne, President and Chief Executive Officer FELLOW SHAREHOLDERS: Fiscal 2007 was another strong year for Western Digital, demonstrating the flexibility and consistency of our efficient business model. Customer satisfaction with WD's broad product line, superior quality and reliability, ...

  • Page 4
    ... for digital video recording (DVR) applications- both consumer and commercial-WD introduced a new product brand: WD AV . The company for years has sold special-order hard drives with special feature sets designed specifically for use in DVRs. The market and customer base for these products have...

  • Page 5
    ... are the WD RE2 drives, which offer enterprise customers three-quarters of a terabyte for high-duty cycle applications such as servers and capacity-intensive network storage. Our Branded Products team leveraged the new capacity with a family of cavernous dual-drive 1.5 TB My Book products. TM...

  • Page 6
    ... specifically to reduce power consumption far below other 3.5-inch drives on the market today-as much as 40 percent less than one terabyte drives available from competitors. WD Branded Products now includes My Book appliances incorporating this technology that can store 2 TB of music, photos, video...

  • Page 7
    ... Commission file number 1-8703 to WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 33-0956711 (I.R.S. Employer Identification No.) 20511 Lake Forest Drive Lake Forest, California (Address of...

  • Page 8
    ... corporation that operates as the parent company of our hard drive business, Western Digital Technologies, Inc., which was formed in 1970. Our principal executive offices are located at 20511 Lake Forest Drive, Lake Forest, California 92630. Our telephone number is (949) 672-7000 and our web site...

  • Page 9
    ... in our sales of notebook hard drives; • growth of our market share in the retail market; • our planned use of new recording technologies; • expectations regarding seasonal demand trends and price declines for the hard drive industry; • our expansion of our head wafer fabrication facilities...

  • Page 10
    ... video surveillance equipment. Additionally, our hard drives are used in CE applications such as digital video recorders ("DVRs"), and satellite and cable set-top boxes ("STBs"). We also sell our hard drives as stand-alone storage products and integrate them into our own WD-branded external storage...

  • Page 11
    ... in homes, businesses and multi-user networks. Desktop computers use software applications for word processing, spreadsheet, desktop publishing, database management, multimedia, entertainment and for other needs. Hard drives store desktop computer operating system and application software, as...

  • Page 12
    ... continuing development of software applications to manage multimedia content; and • the increasing use of broadband Internet, including content downloaded from the Internet onto notebook hard drives. We expect the mobile PC market to continue to grow faster than the desktop or enterprise markets...

  • Page 13
    ...used in portable media players that play both digital audio and video content are 1.8-inch form factors. Currently, we believe the markets for these handheld devices are better served by flash memory as opposed to rotating magnetic storage. External Hard Drive Market Most new PC systems include high...

  • Page 14
    ... external SATA, FireWireTM and Ethernet network connections and include software that assists customers with back up, remote access and management of digital content. We sell these branded storage appliances, as well as related adapters, through retail store fronts, online stores and distributors...

  • Page 15
    ... the smallest unit of information in a digital system. All of our hard drive products employ similar technology. The main components of the hard drive are a head disk assembly and a printed circuit board. The head disk assembly includes heads, media (disks), head positioning mechanism (actuator) and...

  • Page 16
    ... for hard drive and head assembly, and our anticipated capital expenditures for media development and manufacturing following our planned acquisition of Komag. For an additional discussion of risks related to technological innovations, see Item 1A of this Annual Report on Form 10-K. Sales and...

  • Page 17
    ... must quickly achieve volume production of each new generation of high quality and reliable hard drives, requiring access to flexible, high-capacity, high-quality manufacturing capabilities. Many of our OEM customers utilize just-in-time inventory management processes or supply chain business models...

  • Page 18
    ... Report on Form 10-K. Service and Warranty We generally warrant our newly manufactured hard drives against defects in materials and workmanship from one to five years from the date of manufacture depending on the type of product. Our warranty obligation is generally limited to repair or replacement...

  • Page 19
    ... wafer fabrication equipment in Fremont, California and its slider fabrication facility in Bang Pa-In, Thailand. We upgraded and enhanced these facilities to meet the demands of new technologies consistent with our hard drive production facilities. We use these facilities to design and manufacture...

  • Page 20
    ... of hard drives within 30 to 60 days of the placement of the order. We generally negotiate pricing, order lead times, product support requirements and other terms and conditions before receiving a computer manufacturer's first purchase order for a product. Customers' purchase orders typically...

  • Page 21
    ...capacities at Sage Software Inc. and Sage Software of California, subsidiaries of Sage Group PLC, a U.K. public company that supplies accounting and business management software to small and mediumsized businesses, including as Senior Vice President, Finance and Chief Financial Officer from May 2004...

  • Page 22
    ... costs in developing such products, it may harm our operating results. Our prices and margins are subject to declines due to unpredictable end-user demand and oversupply of hard drives. Demand for our hard drives depends on the demand for systems manufactured by our customers and on storage upgrades...

  • Page 23
    ...used in the manufacturing of hard drive components. If other high volume industry demands for any of these materials increase, our costs may increase which could have an adverse affect on our operating margins. Changes in product life cycles could adversely affect our financial results. Product life...

  • Page 24
    ... affect our operating results. If we fail to maintain effective relationships with our major component suppliers, our supply of critical components may be at risk and our profitability could suffer. Under our business model, we do not manufacture many of the component parts used in our hard drives...

  • Page 25
    ...employees in these locations. Our high-volume hard drive manufacturing facilities are in Malaysia and Thailand and the manufacturing facilities of many of our suppliers are in Asia. Following our planned acquisition of Komag, we will also have media and substrate manufacturing facilities in Malaysia...

  • Page 26
    ... such as a power outage that adversely affects our facilities in Fremont, California or Bang PaIn, Thailand, or in Malaysia following our planned acquisition of Komag, would significantly affect supply of our heads or media, respectively, and limit our ability to manufacture hard drives which would...

  • Page 27
    ... affected if we fail to optimize the overall quality, time-to-market and time-to-volume of new and established products. To achieve consistent success with our customers, we must balance several key attributes such as time-to-market, time-to-volume, quality, cost, service, price and a broad product...

  • Page 28
    ... ability to sell our products may be significantly diminished, which could materially and adversely affect our business and financial results. Under our business plan, we are developing and manufacturing a substantial portion of the heads used in some of the hard drives products we manufacture and...

  • Page 29
    ...transitions or a significant change in consumer buying preference from white box to branded PCs, or we experience significant price declines due to oversupply in the distribution channel, then our operating results would be adversely affected. The hard drive industry is highly competitive and can be...

  • Page 30
    ... address these differences. If we fail to successfully develop and manufacture new products and expand into new hard drive markets, customers may decrease the amount of our products that they purchase, and we may lose business to our competitors who offer these products. If we do not properly manage...

  • Page 31
    ... United States, Canada and Europe. We are facing increased competition from other companies for shelf space at a small number of major retailers that have strong buying power and pricing leverage. If we fail to successfully maintain a customer preference for Western Digital brand products or fail to...

  • Page 32
    ... manufacturing capabilities or shipments of our products, our business, operating results and financial condition could be adversely affected. Sudden disruptions to the availability of freight lanes could have an impact on our operations. We ship the majority of our products to our various customers...

  • Page 33
    ... as to which party involved in the manufacture, distribution and sale of electronic equipment will be ultimately responsible for registration, reporting and disposal. Similar legislation may be enacted in other locations where we manufacture or sell our products, such as Asia. We will need to ensure...

  • Page 34
    ... increase our product prices to alleviate this increased credit risk. Additionally, as we attempt to expand our OEM and distribution channel sales into emerging economies such as Brazil, Russia, India and China, the customers in these regions may have relatively short operating histories, making it...

  • Page 35
    ... of sales of our existing products and increase the risk of inventory obsolescence; • new products introduced by us or our competitors; • periods of severe pricing pressures due to oversupply or price erosion resulting from competitive pressures or industry consolidation; • developments with...

  • Page 36
    ... center. We also lease office space in various other locations throughout the world primarily for sales and technical support. We own manufacturing facilities in Kuala Lumpur, Malaysia of approximately 484,000 square feet, which we use for assembly of hard drives, printed circuit boards and HSAs. We...

  • Page 37
    ... in the foreseeable future. The proposed bridge loan facility to be entered into for the planned acquisition of Komag may constrain our ability to pay dividends on our common stock. The high and low sales prices of our common stock, as reported by the NYSE, for each quarter of 2007 and 2006 are as...

  • Page 38
    ...EQUIPMENT 6/28/02 Total Return Analysis 6/27/03 7/2/04 7/1/05 6/30/06 6/29/07 6/28/02 6/27/03 7/2/04 7/1/05 6/30/06 6/29/07 Western Digital Corporation S&P 500 Dow Jones US Technology Hardware & Equipment...we specifically request that it be treated as soliciting material or specifically ...

  • Page 39
    ... video surveillance equipment. Additionally, our hard drives are used in CE applications such as digital video recorders ("DVRs"), and satellite and cable set-top boxes ("STBs"). We also sell our hard drives as stand-alone storage products and integrate them into our own WD-branded external storage...

  • Page 40
    ... USB 2.0, external SATA, FireWireTM and Ethernet network connections. In addition, we recently announced a family of hard drives specifically designed to consume substantially less power than previous designs. We manufacture hard drives and head stack assemblies ("HSAs") in Malaysia and Thailand. We...

  • Page 41
    ...and a more competitive pricing environment in the notebook, desktop, and consumer electronics markets. Changes in revenue by geography generally reflect overall market demand fluctuations for hard drives. Changes in revenue by channel are a result of increases in sales of branded products due to the...

  • Page 42
    ...as a result of improvements in quality and customer return rates and their expected impact on future levels of customer returns under warranty. Operating Expenses. Total operating expenses, consisting of research and development ("R&D") and selling, general and administrative ("SG&A") expenses, were...

  • Page 43
    ... measures how quickly a company can convert its products into cash through sales. The following table summarizes the cash conversion cycle for the three years ended 2007: June 29, 2007 Years Ended June 30, 2006 July 1, 2005 Days sales outstanding ...Days in inventory ...Days payables outstanding...

  • Page 44
    ... assets purchased to upgrade our head manufacturing capabilities, increased desktop and mobile hard drive production capabilities and for the normal replacement of existing assets. Additionally, during 2006, we purchased our previously leased head wafer manufacturing facility in Fremont, California...

  • Page 45
    ... Credit Facility on June 28th, 2007, and termination was finalized during the first quarter of 2008. Purchase Orders In the normal course of business, we issue purchase orders to suppliers for the purchase of hard drive components used to manufacture our products. These purchase orders generally...

  • Page 46
    ...We generally warrant our products for a period of one to five years. Our warranty provision considers estimated product failure rates and trends, estimated repair or replacement costs and estimated costs for customer compensatory claims related to product quality issues, if any. We use a statistical...

  • Page 47
    ... and actual return rate experience and costs to repair. For a summary of historical changes in estimates related to pre-existing warranty provisions, refer to Part II, Item 8, Note 4 of the Notes to Consolidated Financial Statements, included in this Annual Report on Form 10-K. Inventory We value...

  • Page 48
    ... shares were estimated using the Black-Scholes-Merton option pricing model. Both the binomial and the Black-Scholes-Merton models require the input of highly subjective assumptions. New Accounting Standards In July 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No...

  • Page 49
    ...purchased foreign currency forward exchange contracts (in millions, except weighted average contract rate): Contract Amount Weighted Average Contract Rate...Risks Variable Interest Rate Risk We maintained a $125 million credit facility ("Senior Credit Facility") with a termination date of September 20,...

  • Page 50
    ... Statements and Financial Statement Schedule Page Consolidated Financial Statements: Reports of Independent Registered Public Accounting Firm ...Consolidated Balance Sheets - June 29, 2007 and June 30, 2006 ...Consolidated Statements of Income - Three Years Ended June 29, 2007 ...Consolidated...

  • Page 51
    ... the financial position of Western Digital Corporation and subsidiaries as of June 29, 2007 and June 30, 2006, and the results of their operations and their cash flows for each of the years in the three-year period ended June 29, 2007, in conformity with U.S. generally accepted accounting principles...

  • Page 52
    ... Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Western Digital Corporation and subsidiaries...

  • Page 53
    WESTERN DIGITAL CORPORATION CONSOLIDATED BALANCE SHEETS (in millions) June 29, 2007 June 30, 2006 ASSETS Current assets: Cash and cash equivalents ...Short-term investments ...Accounts receivable, net ...Inventories...Advances to suppliers ...Other current assets ... ... $ 700 207 697 259 63 103 2,...

  • Page 54
    WESTERN DIGITAL CORPORATION CONSOLIDATED STATEMENTS OF INCOME (in millions, except per share amounts) June 29, 2007 Years Ended June 30, 2006 July 1, 2005 Revenue, net ...Cost of revenue ...Gross margin ...Operating expenses: Research and development ...Selling, general and administrative ...Total ...

  • Page 55
    ... net income to net cash provided by operations: Depreciation and amortization ...Stock-based compensation ...Deferred income taxes ...Other non-cash items ...Changes in: Accounts receivable ...Inventories ...Accounts payable ...Accrued expenses ...Advances to suppliers ...Prepaid expenses and other...

  • Page 56
    WESTERN DIGITAL CORPORATION CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY and COMPREHENSIVE INCOME (in millions) Common Stock Shares Amount Treasury Stock... 1, 2005 ... Employee Stock Plans ...Deferred compensation ...Stock based compensation ...Repurchase of common stock ...Net income ......

  • Page 57
    ... "WD") designs, develops, manufactures and sells hard drives. A hard drive is a device that stores data on one or more rotating magnetic disks to allow fast access to data. The Company's hard drives are used in desktop computers, notebook computers, external storage devices, enterprise applications...

  • Page 58
    ... of reseller inventory were not material in 2007, 2006 or 2005. Western Digital establishes an allowance for doubtful accounts by analyzing specific customer accounts and assessing the risk of loss based on insolvency, disputes or other collection issues. In addition, the Company routinely 52

  • Page 59
    ...recognized. The Company generally warrants its products for a period of one to five years. The warranty provision considers estimated product failure rates and trends, estimated repair or replacement costs and estimated costs for customer compensatory claims related to product quality issues, if any...

  • Page 60
    ...-R, the Company accounted for stock-based employee compensation plans (including shares or other equity instruments issued under its stock incentive plans and employee stock purchase plan) in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" and...

  • Page 61
    ... for operating expenses and product costs denominated in foreign currencies. The contracts have maturity dates that do not exceed six months. The Company does not purchase short-term forward exchange contracts for trading purposes. The Company applies the provisions of SFAS No. 133, "Accounting for...

  • Page 62
    ... Statement Data Years Ended June 29, June 30, 2007 2006 (in millions) Inventories: Finished goods...Work in process...Raw materials and component parts...Property and Equipment: Land and buildings ...Machinery and equipment ...Machinery and equipment recorded under capital leases ...Furniture and...

  • Page 63
    ...Note 4. Commitments and Contingencies Lease Commitments The Company leases certain facilities and equipment under long-term, non-cancelable operating and capital leases. The Company's operating leases consist of leased property and equipment that expire at various dates through 2015. Rental expense...

  • Page 64
    ... Product Warranty Liability The warranty provision considers estimated product failure rates and trends, estimated repair or replacement costs and estimated costs for customer compensatory claims related to product quality issues, if any. Management uses a statistical warranty tracking model to help...

  • Page 65
    ... costs from its customers related to the StorMedia patent infringement litigation. The Company is evaluating the position of Komag in relation to this litigation. Note 6. Business Segment, International Operations and Major Customers Segment Information The Company operates in one segment, the hard...

  • Page 66
    WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) International Operations The Company's operations outside the United States include manufacturing facilities in Malaysia and Thailand as well as sales offices throughout Canada, Europe, Asia, Japan, India and the ...

  • Page 67
    ... the Western Digital Corporation 2005 Employee Stock Purchase Plan ("ESPP") whereby eligible employees may authorize payroll deductions of up to 10% of their eligible compensation to purchase shares of the Company's common stock at 95% of the fair market value of common stock on either the date of...

  • Page 68
    WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) illustrates the effect on net income and income per share as if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation (in millions, except per share data...

  • Page 69
    ...date of exercise. The following tables summarize information about options outstanding and exercisable under the Stock Plans at June 29, 2007 (in millions, except per share amounts): Options Outstanding Remaining Contractual Life* (in years) Options Exercisable Weighted Average Exercise Price Number...

  • Page 70
    ... are likely to exercise stock options and the expected employee forfeiture rate. The Company uses historical data to estimate option exercise, employee termination, and expected stock price volatility within the binomial model. The risk-free rate for periods within the contractual life of the option...

  • Page 71
    ... discounted price ten days after a person or group publicly announces it has acquired or has tendered an offer for 15% or more of the Company's outstanding common stock. On September 10, 1998, the Company's Board of Directors approved the adoption of a new Rights plan to replace the previous plan...

  • Page 72
    WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Income Tax (Benefit) Expense The components of the (benefit) provision for income taxes were as follows for the three years ended...Domestic net operating loss (NOL) carryforward ...Business credit carryforward ......

  • Page 73
    WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED ...Company's manufacturing operations in Malaysia and Thailand operate under various tax holidays and tax incentive programs which will expire in whole or in part at various dates through 2022. Certain of the holidays may be extended if specific...

  • Page 74
    ... calendar quarter of 2007. The planned acquisition of Komag is intended to strengthen production efficiencies and enhance the Company's hard drive manufacturing process by integrating media, one of the critical technology components of hard drives. The planned acquisition is structured as a cash...

  • Page 75
    WESTERN DIGITAL CORPORATION SCHEDULE II - CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS Three years ended June 30, 2006 (in millions) Allowance for Doubtful Accounts Balance at July 2, 2004 ...Charges to operations ...Deductions ...Balance at July 1, 2005 ...Charges to operations ...Deductions ......

  • Page 76
    ... public accounting firm which audited the consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on our assessment of our internal control over financial reporting. See page 48 herein. Changes in Internal Control over Financial Reporting...

  • Page 77
    ... than 120 days after the close of the fiscal year ended June 29, 2007, except that the information required by this Item 10 concerning executive officers is set forth in Part I of this report under "Item 1. Business - Executive Officers of the Registrant." Item 11. Executive Compensation There is...

  • Page 78
    ..., as amended effective as of May 10, 2006(25) Rights Agreement between Western Digital Corporation and American Stock Transfer & Trust Company, as Rights Agent, dated as of April 6, 2001, which includes as Exhibit A thereto the Form of Right Certificate to be distributed to holders of Rights after...

  • Page 79
    ... Amended and Restated Western Digital Corporation Non-Employee Directors Stock-For-Fees Plan, effective as of November 17, 2005(22) Western Digital Corporation Incentive Compensation Plan(7)* Western Digital Corporation Summary of Compensation Arrangements for Named Executive Officers and Directors...

  • Page 80
    ... Amendment to Lease, dated as of December 21, 2005, between Trinet Essential Facilities XXVI, Inc. and Western Digital Technologies, Inc.(22) Volume Purchase Agreement, dated as of June 6, 2005, by and between Komag USA (Malaysia) Sdn., Komag, Incorporated, and Western Digital Technologies, Inc...

  • Page 81
    ... Credit Agreement†Continuing Guaranty, between Western Digital Corporation and General Electric Capital Corporation, dated as of April 7, 2001(6) Master Equipment Lease Agreement dated June 24, 2004 between CIT Technologies Corporation, doing business as CIT Systems Leasing, and Western Digital...

  • Page 82
    ... 23, 2003. (13) Incorporated by reference to the Company's Annual Report on Form 10-K (File No. 1-8703), as filed with the...order of the Securities and Exchange Commission, dated January 9, 2007, granting confidential treatment. (29) Incorporated by reference to the Company's Quarterly Report on Form...

  • Page 83
    ... Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. WESTERN DIGITAL CORPORATION By: /s/ STEPHEN D. MILLIGAN Stephen D. Milligan Senior Vice President and Chief Financial Officer Dated: August 24, 2007 Pursuant to...

  • Page 84
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  • Page 85
    ...Western Digital (Thailand) Company Limited...Western Digital (UK) Limited ...Western Digital Ventures, Inc...RS Patent Holding Corporation ...Keen Personal Media, Inc...Keen Personal Technologies, Inc... ... Hawaii Cayman Islands Malaysia Philippines Ontario, Canada Germany France Delaware Hong Kong...

  • Page 86
    ..., 2007 Annual Report on Form 10-K of Western Digital Corporation. Our report dated August 24, 2007, contains an explanatory paragraph, which states the Company has adopted the provisions of Statement of Financial Accounting Standards No. 123(R), Share-Based Payment," and accordingly, has changed its...

  • Page 87
    Exhibit 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, John Coyne, certify that: 1. I have reviewed this Annual Report on Form 10-K of Western Digital Corporation; 2. Based on my knowledge, this report does not contain any untrue ...

  • Page 88
    ... financial information; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. STEPHEN D. MILLIGAN Stephen D. Milligan Senior Vice President and Chief Financial Officer Dated...

  • Page 89
    ... 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ JOHN COYNE John Coyne Chief Executive Officer Dated: August...

  • Page 90
    ...; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. STEPHEN D. MILLIGAN Stephen D. Milligan Senior Vice President and Chief Financial Officer Dated: August 24, 2007 A signed original of this...

  • Page 91
    ...Executive Officer Western Digital Corporation Governance Committees 1 Audit Committee 2 Compensation Committee 3 Executive Committee 4 Governance Committee Executive Officers John F. Coyne President and Chief Executive Officer Raymond M. Bukaty Senior Vice President, Administration, General Counsel...

  • Page 92
    ... New York Stock Exchange Listed Company Manual. Worldwide Web Site For current information on Western Digital, visit our Web site at www.westerndigital.com. Western Digital, WD, the WD logo, MioNet, WD Caviar, WD Passport and WD Scorpio are registered trademarks, and My Book, World Edition, Premium...