SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 25, 2003 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 1-08703 33-0956711 (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 20511 LAKE FOREST DRIVE, LAKE FOREST, CALIFORNIA 92630 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (949) 672-7000 NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report)
TABLE OF CONTENTS Item 12. Results of Operations and Financial Condition. SIGNATURES INDEX TO EXHIBITS EXHIBIT 99.1 ================================================================================ ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. The information in this Current Report, including the exhibit, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report, including the exhibit, shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933, as amended. On August 25, 2003, Western Digital Corporation issued a press release announcing the settlement of its litigation with Cirrus Logic Inc. In connection with the settlement, Western Digital will make a one-time payment of $45 million to Cirrus on or before October 17, 2003. Western Digital had previously recorded an obligation totaling approximately $26.5 million relating to this dispute. The difference of approximately $18.5 million between the settlement amount and the amount previously recorded will be reflected as a charge to cost of revenue in the fourth quarter ended June 27, 2003. A copy of the press release making this announcement is attached hereto as Exhibit 99.1 and incorporated herein by reference. Updated statements of income and balance sheets are attached to the press release attached hereto as Exhibit 99.1.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WESTERN DIGITAL CORPORATION By: /s/ Raymond M. Bukaty --------------------------------- Raymond M. Bukaty Vice President, General Counsel and Secretary Dated: August 25, 2003
INDEX TO EXHIBITS EXHIBIT DESCRIPTION - ----------- ------------------------------------------------------------------ 99.1 Press Release issued by Western Digital Corporation on August 25, 2003 announcing settlement of litigation and financial results for fourth fiscal quarter and fiscal year ended June 27, 2003.
Exhibit 99.1 Company contacts: Bob Blair Investor Relations 949.672.7834 robert.blair@wdc.com Steve Shattuck Public Relations 949.672.7817 steve.shattuck@wdc.com FOR IMMEDIATE RELEASE: WESTERN DIGITAL ANNOUNCES LITIGATION SETTLEMENT; UPDATES FISCAL 2003 FINANCIAL RESULTS LAKE FOREST, Calif. -- Aug. 25, 2003 -- Western Digital Corp. (NYSE: WDC) today announced the settlement of its litigation with Cirrus Logic Inc. (NYSE: CRUS). Under the terms of the settlement, Western Digital will make a one-time payment to Cirrus Logic on or before October 17, 2003 of $45 million. As reflected in the company's public filings, Western Digital had previously recorded an obligation totaling approximately $26.5 million relating to this dispute. In accordance with generally accepted accounting principles, the difference of approximately $18.5 million between the settlement amount and the amount previously recorded will be reflected as a charge to cost of revenue in the fourth quarter ended June 27, 2003. The company on July 24, 2003 reported net income of $48.8 million and $200 million for its fourth quarter and year ended June 27, 2003, respectively, or earnings per share of $.23 and $.97, respectively. After taking into account the litigation settlement and related tax impact, the updated net income amounts for the above periods are $31 million and $182 million,
Western Digital Announces Litigation Settlement; Updates Fiscal 2003 Financial Results Page 2 respectively, or earnings per share of $.15 and $.89, respectively. Updated statements of income and balance sheets are attached to this release. The company's financial statements will be filed in its Form 10-K as scheduled in late September. "We are pleased to resolve this long-standing dispute," said Matt Massengill, chairman and chief executive officer of Western Digital. "With this settlement, we avoid the continued expense and distraction of this litigation and potential trial, and remain focused on our business." In July 2001, Western Digital stopped paying Cirrus Logic for read channel chips that had been delivered, cancelled all outstanding purchase orders and filed suit against Cirrus Logic for breach of contract and other claims resulting from Cirrus' role as a strategic supplier of read channel chips for the company's hard drives. In August 2001, Cirrus Logic filed a cross-complaint, seeking compensatory damages of approximately $53 million, including the disputed payable of $26.5 million mentioned above. The matter was scheduled to go to trial in December 2003. Western Digital has not purchased read channel devices from Cirrus Logic since July 2001 and all of its current and planned future products incorporate read channel chips from other suppliers. ABOUT WESTERN DIGITAL Western Digital, one of the storage industry's pioneers and long-time leaders, provides products and services for people and organizations that collect, manage and use digital information. The company produces reliable, high-performance hard drives that keep users' data close-at-hand and secure from loss.
Western Digital Announces Litigation Settlement; Updates Fiscal 2003 Financial Results Page 3 Western Digital was founded in 1970. The company's storage products are marketed to leading systems manufacturers and selected resellers under the Western Digital brand name. Visit the Investor section of the company's Web site (www.westerndigital.com) to access a variety of financial and investor information. ### Western Digital and the Western Digital logo are trademarks of Western Digital Technologies, Inc. Other marks may be mentioned herein that belong to other companies.
WESTERN DIGITAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED) THREE MONTHS ENDED YEAR ENDED ------------------------------------------- --------------------------- JUN. 27, MAR. 28, JUN. 28, JUN. 27, JUN. 28, 2003 2003 2002 2003 2002 ----------- ----------- ----------- ----------- ----------- Revenue, net $ 680,279 $ 705,839 $ 540,672 $ 2,718,517 $ 2,151,152 Cost of revenue 587,085 583,819 466,654 2,275,579 1,869,551 ----------- ----------- ----------- ----------- ----------- Gross margin 93,194 122,020 74,018 442,938 281,601 ----------- ----------- ----------- ----------- ----------- Operating expenses: Research and development 33,636 34,726 30,628 134,686 120,128 Selling, general and administrative . 31,130 30,205 26,161 121,407 110,797 ----------- ----------- ----------- ----------- ----------- Total operating expenses 64,766 64,931 56,789 256,093 230,925 ----------- ----------- ----------- ----------- ----------- Operating income 28,428 57,089 17,229 186,845 50,676 Net interest and other (expense) income 3,902 (316) (537) 1,537 1,371 ----------- ----------- ----------- ----------- ----------- Income from continuing operations before income taxes 32,330 56,773 16,692 188,382 52,047 Income tax (expense) benefit (1,293) (2,271) (484) (7,588) 1,140 ----------- ----------- ----------- ----------- ----------- Income from continuing operations 31,037 54,502 16,208 180,794 53,187 Discontinued operations -- -- (3,090) 1,320 12,241 ----------- ----------- ----------- ----------- ----------- Net income $ 31,037 $ 54,502 $ 13,118 $ 182,114 $ 65,428 =========== =========== =========== =========== =========== Diluted income per common share: Income from continuing operations $ .15 $ .26 $ .08 $ .88 $ .28 Discontinued operations -- -- (.01) .01 .06 ----------- ----------- ----------- ----------- ----------- $ .15 $ .26 $ .07 $ .89 $ .34 =========== =========== =========== =========== =========== Common shares used in computing per share amounts: Diluted 213,473 207,724 197,714 205,536 193,708 =========== =========== =========== =========== ===========
WESTERN DIGITAL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) (UNAUDITED) JUN. 27, JUN. 28, 2003 2002 --------- --------- ASSETS Current assets: Cash and cash equivalents $ 393,241 $ 223,728 Accounts receivable, net 243,903 218,832 Inventories 97,768 73,395 Other 9,153 13,205 --------- --------- Total current assets 744,065 529,160 Property and equipment, net 122,087 107,520 --------- --------- Total assets $ 866,152 $ 636,680 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 352,274 $ 302,998 Accrued expenses 153,406 103,474 Convertible debentures -- 86,204 --------- --------- Total current liabilities 505,680 492,676 Other liabilities 33,080 41,142 Shareholders' equity: Common stock 2,036 1,954 Additional paid-in capital 659,534 617,200 Accumulated deficit (334,178) (516,292) --------- --------- Total shareholders' equity 327,392 102,862 --------- --------- Total liabilities and shareholders' equity $ 866,152 $ 636,680 ========= =========