UNITED STATES
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): April 26, 2012
Western Digital Corporation
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-08703 | 33-0956711 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 3355 Michelson Drive, Suite 100 Irvine, California |
92612 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(949) 672-7000
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item | 2.02 Results of Operations and Financial Condition. |
On April 26, 2012, Western Digital Corporation (“Western Digital”) announced financial results for the third fiscal quarter ended March 30, 2012. A copy of the press release making this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A copy of Western Digital’s Investor Information Summary for the third quarter ended March 30, 2012 is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
In Western Digital’s press release attached as Exhibit 99.1 hereto, Western Digital reports certain financial information, including net income and earnings per share on both a GAAP and a non-GAAP basis for the third fiscal quarter ended March 30, 2012. These non-GAAP measures exclude expenses related to Western Digital’s acquisition of Hitachi Global Storage Technologies; costs recognized upon the sale of inventory that was written-up to fair value and amortization of intangibles related to the acquisition; charges and expenses related to the flooding in Thailand net of recoveries; and tax benefits related to the aforementioned items. Because management believes these expenses and gains may not be indicative of ongoing operations, management believes that the non-GAAP measures presented in the press release are useful to investors as an alternative method for measuring Western Digital’s operating performance and comparing it against prior periods’ performance.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| 99.1 | Press Release issued by Western Digital Corporation on April 26, 2012 announcing financial results for the third fiscal quarter ended March 30, 2012. | |
| 99.2 | Third Quarter Fiscal Year 2012 Western Digital Corporation Investor Information Summary. | |
SIGNATURE
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, thereunto duly authorized.
| Western Digital Corporation | ||||||
| (Registrant) | ||||||
| By: | /s/ Michael C. Ray | |||||
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| ||||||
| Date: April 26, 2012 |
Michael C. Ray | |||||
| Senior Vice President, General Counsel and Secretary | ||||||
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:
WD® ANNOUNCES FISCAL THIRD QUARTER FINANCIAL RESULTS
IRVINE, Calif.—Apr. 26, 2012—Western Digital Corp. (NYSE: WDC) today reported revenue of $3.0 billion, hard-drive unit shipments of 44.2 million and net income of $483 million, or $1.96 per share, on a GAAP basis for its third fiscal quarter ended March 30, 2012. On a non-GAAP basis, net income was $619 million, or $2.52 per share.1 Both the GAAP and non-GAAP results include the results of the company’s newly acquired HGST subsidiary from the acquisition date of March 8 through the end of March. In the year-ago quarter, the company reported revenue of $2.3 billion, net income of $146 million, or $0.62 per share, and shipped 49.8 million hard drives. Non-GAAP net income in the year-ago quarter was $156 million, or $0.66 per share.2
The company generated $1.2 billion in cash from operations during the March quarter, ending with total cash and cash equivalents of $3.4 billion.
“Our third quarter performance demonstrates the potential of the new Western Digital, with just three and a half weeks of HGST results combined with the standalone WD business,” said John Coyne, chief executive officer of Western Digital. “Competing in the marketplace with our separate WD and HGST subsidiaries, we now have the product portfolio, technology resources and the people to fully serve the needs of a significantly expanded customer base and to better address the tremendous growth opportunities in the storage industry in the years ahead.
WD Announces Fiscal Third Quarter Financial Results
Page 2
“I am also pleased to announce today that the recovery activities related to both WD operations and those of our supply chain partners impacted by the Thailand floods have reached a point where we now have the capability to adequately meet anticipated customer demand in the current quarter and beyond,” Coyne said.
Conference Call
The investment community conference call to discuss these results will be broadcast live over the Internet today at 2 p.m. Pacific/5 p.m. Eastern. The live and archived conference call webcast can be accessed online at www.westerndigital.com/investor. The telephone replay number is 800-685-1820 in the U.S. or +1-203-369-3873 for international callers.
Investor/Analyst Day
As previously announced, the company will hold an investor/analyst day on September 13 in Orange County, California. Additional details will be provided at a later date.
About WD
WD, a storage industry pioneer and long-time leader, provides products and services for people and organizations that collect, manage and use digital information. The company designs and produces reliable, high-performance hard drives and solid state drives that keep users’ data accessible and secure from loss. Its storage technologies serve a wide range of host applications including client and enterprise computing, embedded systems and consumer electronics, as well as its own storage systems. Its home entertainment products enable rich engagement with stored digital content.
WD Announces Fiscal Third Quarter Financial Results
Page 3
WD was founded in 1970. The company’s products are marketed to leading OEMs, systems manufacturers, selected resellers and retailers under the Western Digital®, WD® and HGST™ brand names. Visit the Investor section of the company’s website (www.westerndigital.com) to access a variety of financial and investor information.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements concerning growth opportunities in the storage industry and the company’s ability to meet customer demand in the current quarter and beyond. These forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, including the impact of continued uncertainty and volatility in global economic conditions; supply and demand conditions in the hard drive industry; uncertainties concerning the availability and cost of commodity materials and specialized product components; actions by competitors; unexpected advances in competing technologies; uncertainties related to the development and introduction of products based on new technologies and expansion into new data storage markets; business conditions and growth in the various hard drive markets; pricing trends and fluctuations in average selling prices; and other risks and uncertainties listed in the company’s filings with the Securities and Exchange Commission (the “SEC”), including the company’s recent Form 10-Q filed with the SEC on Jan. 27, 2012, to which your attention is directed. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the company undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances.
###
WD Announces Fiscal Third Quarter Financial Results
Page 4
Western Digital, WD and the WD logo are registered trademarks of Western Digital Technologies, Inc. All other trademarks mentioned herein belong to their respective owners.
| 1 | Non-GAAP net income for the third quarter fiscal 2012 consists of GAAP net income of $483 million plus $103 million for costs recognized upon the sale of inventory that was written-up to fair value and amortization of intangibles related to the acquisition, $34 million of acquisition-related expenses and $15 million for charges and expenses related to the flooding net of recoveries, less $16 million of tax effects related to the aforementioned items. Non-GAAP earnings per share of $2.52 for the third quarter is calculated by using the same 246 million diluted shares as is used for GAAP earnings per share. |
| 2 | Non-GAAP net income for the third quarter fiscal 2011 consists of GAAP net income of $146 million plus $10 million of acquisition-related expenses. Non-GAAP earnings per share of $0.66 for the third quarter is calculated by using the same 236 million diluted shares as is used for GAAP earnings per share. |
WESTERN DIGITAL CORPORATION
PRELIMINARY CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions; unaudited)
| Mar. 30, | Jul. 1, | |||||||
| 2012 | 2011 | |||||||
| ASSETS |
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| Current assets: |
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| Cash and cash equivalents |
$ | 3,377 | $ | 3,490 | ||||
| Accounts receivable, net |
2,377 | 1,206 | ||||||
| Inventories |
1,282 | 577 | ||||||
| Other |
409 | 214 | ||||||
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| Total current assets |
7,445 | 5,487 | ||||||
| Property, plant and equipment, net |
4,171 | 2,224 | ||||||
| Goodwill |
1,851 | 151 | ||||||
| Other intangible assets, net |
840 | 71 | ||||||
| Other assets |
203 | 185 | ||||||
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| Total assets |
$ | 14,510 | $ | 8,118 | ||||
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| LIABILITIES AND SHAREHOLDERS’ EQUITY |
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| Current liabilities: |
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| Accounts payable |
$ | 2,774 | $ | 1,545 | ||||
| Accrued expenses |
837 | 349 | ||||||
| Accrued warranty |
194 | 132 | ||||||
| Short-term debt |
500 | — | ||||||
| Current portion of long-term debt |
230 | 144 | ||||||
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| Total current liabilities |
4,535 | 2,170 | ||||||
| Long-term debt |
2,013 | 150 | ||||||
| Other liabilities |
546 | 310 | ||||||
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| Total liabilities |
7,094 | 2,630 | ||||||
| Total shareholders’ equity |
7,416 | 5,488 | ||||||
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| Total liabilities and shareholders’ equity |
$ | 14,510 | $ | 8,118 | ||||
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WESTERN DIGITAL CORPORATION
PRELIMINARY CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share amounts)
(unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| Mar. 30, | Apr. 1, | Mar. 30, | Apr. 1, | |||||||||||||
| 2012 | 2011 | 2012 | 2011 | |||||||||||||
| Revenue, net |
$ | 3,035 | $ | 2,252 | $ | 7,724 | $ | 7,123 | ||||||||
| Cost of revenue |
2,058 | 1,842 | 5,558 | 5,801 | ||||||||||||
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| Gross margin |
977 | 410 | 2,166 | 1,322 | ||||||||||||
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| Operating expenses: |
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| Research and development |
265 | 179 | 649 | 515 | ||||||||||||
| Selling, general and administrative |
155 | 73 | 340 | 198 | ||||||||||||
| Charges related to flooding, net |
15 | — | 214 | — | ||||||||||||
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| Total operating expenses |
435 | 252 | 1,203 | 713 | ||||||||||||
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| Operating income |
542 | 158 | 963 | 609 | ||||||||||||
| Net interest and other |
(4 | ) | 1 | (8 | ) | — | ||||||||||
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| Income before income taxes |
538 | 159 | 955 | 609 | ||||||||||||
| Income tax provision |
55 | 13 | 88 | 41 | ||||||||||||
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| Net income |
$ | 483 | $ | 146 | $ | 867 | $ | 568 | ||||||||
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| Income per common share: |
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| Basic |
$ | 2.00 | $ | 0.63 | $ | 3.67 | $ | 2.46 | ||||||||
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| Diluted |
$ | 1.96 | $ | 0.62 | $ | 3.61 | $ | 2.42 | ||||||||
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| Weighted average shares outstanding: |
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| Basic |
241 | 232 | 236 | 231 | ||||||||||||
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| Diluted |
246 | 236 | 240 | 235 | ||||||||||||
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WESTERN DIGITAL CORPORATION
PRELIMINARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions; unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| Mar. 30, | Apr. 1, | Mar. 30, | Apr. 1, | |||||||||||||
| 2012 | 2011 | 2012 | 2011 | |||||||||||||
| Cash flows from operating activities |
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| Net income |
$ | 483 | $ | 146 | $ | 867 | $ | 568 | ||||||||
| Adjustments to reconcile net income to net cash provided by operations: |
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| Depreciation and amortization |
188 | 151 | 486 | 452 | ||||||||||||
| Stock-based compensation |
20 | 17 | 61 | 54 | ||||||||||||
| Deferred income taxes |
24 | 3 | 42 | 4 | ||||||||||||
| Non-cash portion of charges related to flooding |
10 | — | 119 | — | ||||||||||||
| Changes in operating assets and liabilities |
483 | (4 | ) | 363 | 130 | |||||||||||
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| Net cash provided by operating activities |
1,208 | 313 | 1,938 | 1,208 | ||||||||||||
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| Cash flows from investing activities |
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| Purchases of property, plant and equipment |
(139 | ) | (175 | ) | (393 | ) | (625 | ) | ||||||||
| Acquisition, net of cash acquired |
(3,541 | ) | — | (3,541 | ) | — | ||||||||||
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| Cash used in investing activities |
(3,680 | ) | (175 | ) | (3,934 | ) | (625 | ) | ||||||||
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| Cash flows from financing activities |
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| Employee stock plans, net |
29 | 7 | 49 | 38 | ||||||||||||
| Repurchases of common stock |
— | — | — | (50 | ) | |||||||||||
| Proceeds from debt, net of issuance costs |
2,775 | — | 2,775 | — | ||||||||||||
| Repayment of acquired debt |
(585 | ) | — | (585 | ) | — | ||||||||||
| Repayment of long-term debt |
(288 | ) | (25 | ) | (350 | ) | (75 | ) | ||||||||
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| Net cash provided by (used in) financing activities |
1,931 | (18 | ) | 1,889 | (87 | ) | ||||||||||
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| Effect of exchange rate changes on cash |
(6 | ) | — | (6 | ) | — | ||||||||||
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| Net increase (decrease) in cash and cash equivalents |
(547 | ) | 120 | (113 | ) | 496 | ||||||||||
| Cash and cash equivalents, beginning of period |
3,924 | 3,110 | 3,490 | 2,734 | ||||||||||||
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| Cash and cash equivalents, end of period |
$ | 3,377 | $ | 3,230 | $ | 3,377 | $ | 3,230 | ||||||||
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