1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                     ______________________________________

                                   FORM 10-Q

(Mark One)

/X/  Quarterly Report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 for the quarterly period ended December 30, 1995.

                                       OR

/ /  Transition Report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 for the transition period from to

                         Commission file number 1-8703

                          WESTERN DIGITAL CORPORATION
          ------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

              DELAWARE                                 95-2647125
          ------------------------------------------------------------
              (State or other jurisdiction of          (I.R.S. Employer
              incorporation or organization)           Identification No.)

              8105 Irvine Center Drive
              Irvine, California                       92718
         -------------------------------------------------------------
         (Address of principal executive offices)      (Zip Code)


     REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE (714) 932-5000

                                      N/A
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year if changed since last report.

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes  X    No
                                               ---      ---

     Number of shares outstanding of Common Stock, as of February 1, 1996 is
45,122,582.
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                          WESTERN DIGITAL CORPORATION
                                 SEC FORM 10-Q
                                     INDEX

PAGE NO. -------- PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Statements of Income - Three-Month Periods Ended December 30, 1995 and December 31, 1994 ............. 3 Consolidated Statements of Income - Six-Month Periods Ended December 30, 1995 and December 31, 1994 ............. 4 Consolidated Balance Sheets - December 30, 1995 and July 1, 1995 .............................................. 5 Consolidated Statements of Cash Flows - Six-Month Periods Ended December 30, 1995 and December 31, 1994 ............. 6 Notes to Consolidated Financial Statements ................ 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ....................... 8 PART II OTHER INFORMATION Item 4. Submission of Matters to Vote of Security Holders ......... 10 Item 6. Exhibits and Reports on Form 8-K .......................... 10 Signatures ......................................................... 11 Index to Exhibits .................................................. 12
2 3 PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements WESTERN DIGITAL CORPORATION CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE-MONTH PERIOD ENDED ------------------------ DEC. 30, DEC. 31, 1995 1994 -------- -------- Revenues, net ....................................... $757,992 $551,944 Costs and expenses: Cost of revenues ................................. 654,613 442,904 Research and development ......................... 38,665 30,889 Selling, general and administrative .............. 43,539 30,821 -------- -------- Total costs and expenses ..................... 736,817 504,614 -------- -------- Operating income .................................... 21,175 47,330 Net interest and other income ....................... 3,155 2,733 Gain on sale of Multimedia business (Note 5) ........ 17,275 -- -------- -------- Income before income taxes .......................... 41,605 50,063 Provision for income taxes .......................... 5,212 7,509 -------- -------- Net income .......................................... $ 36,393 $ 42,554 ======== ======== Earnings per common and common equivalent share (Note 2): Primary ...................................... $ .75 $ .89 ======== ======== Fully diluted ................................ $ .75 $ .85 ======== ======== Common and common equivalent shares used in computing per share amounts: Primary ...................................... 48,438 47,683 ======== ======== Fully diluted ................................ 48,688 51,562 ======== ========
The accompanying notes are an integral part of these financial statements. 3 4 WESTERN DIGITAL CORPORATION CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
SIX-MONTH PERIOD ENDED ----------------------- DEC. 30, DEC. 31, 1995 1994 ---------- ---------- Revenues, net ........................................ $1,316,141 $1,016,534 Costs and expenses: Cost of revenues .................................. 1,131,970 809,727 Research and development .......................... 79,388 59,587 Selling, general and administrative ............... 77,443 61,988 ---------- ---------- Total costs and expenses ...................... 1,288,801 931,302 ---------- ---------- Operating income ..................................... 27,340 85,232 Net interest and other income ........................ 6,787 5,676 Gain on sale of Multimedia business (Note 5) ......... 17,275 -- ---------- ---------- Income before income taxes ........................... 51,402 90,908 Provision for income taxes ........................... 6,682 13,636 ---------- ---------- Net income ........................................... $ 44,720 $ 77,272 ========== ========== Earnings per common and common equivalent share (Note 2): Primary ....................................... $ .89 $ 1.63 ========== ========== Fully diluted ................................. $ .89 $ 1.55 ========== ========== Common and common equivalent shares used in computing per share amounts: Primary ....................................... 50,039 47,473 ========== ========== Fully diluted ................................. 50,166 51,353 ========== ==========
The accompanying notes are an integral part of these financial statements. 4 5 WESTERN DIGITAL CORPORATION CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
DEC. 30, JULY 1, 1995 1995 -------- -------- ASSETS Current assets: Cash and cash equivalents ............................ $206,798 $217,531 Short-term investments ............................... 62,831 90,177 Accounts receivable, less allowance for doubtful accounts of $13,689 and $9,309 ................... 356,937 303,841 Inventories (Note 3) ................................ 122,617 98,925 Prepaid expenses ..................................... 14,932 19,663 -------- -------- Total current assets ............................. 764,115 730,137 Property and equipment, at cost, less accumulated depreciation and amortization ........................ 100,195 88,576 Intangible and other assets, net ......................... 41,376 40,127 -------- -------- Total assets ..................................... $905,686 $858,840 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable ...................................... $310,574 $250,325 Accrued compensation .................................. 15,625 30,064 Accrued expenses ...................................... 110,998 89,213 -------- -------- Total current liabilities ......................... 437,197 369,602 Deferred income taxes .................................... 16,732 15,812 Shareholders' equity: Preferred stock, $.10 par value; Authorized: 5,000 shares Outstanding: None ................................ -- -- Common stock, $.10 par value; Authorized: 95,000 shares Outstanding: 50,666 shares at December 30 and 50,482 shares at July 1 ....................................... 5,066 5,048 Additional paid-in capital ............................ 356,637 355,624 Retained earnings ..................................... 168,296 123,576 Treasury stock-common stock at cost; 4,969 shares at December 30 and 805 shares at July 1 (Note 4) ..................... (78,242) (10,822) -------- -------- Total shareholders' equity ........................ 451,757 473,426 -------- -------- Total liabilities and shareholders' equity ........ $905,686 $858,840 ======== ========
The accompanying notes are an integral part of these financial statements. 5 6 WESTERN DIGITAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)
SIX-MONTH PERIOD ENDED ---------------------- DEC. 30, DEC. 31, 1995 1994 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income ............................................ $ 44,720 $ 77,272 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization ..................... 25,854 19,615 Gain on sale of Multimedia business ............... (17,275) -- Changes in current assets and liabilities, net of the effect of the sale of the Multimedia business: Accounts receivable ............................ (57,096) (38,210) Inventories .................................... (30,721) (31,908) Prepaid expenses ............................... 3,552 (12,891) Accounts payable and accrued expenses .......... 47,495 44,946 Other assets .......................................... (1,275) (4,765) Deferred income taxes ................................. 920 5,686 -------- -------- Net cash provided by operating activities ...... 16,174 59,745 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Decrease (increase) in short-term investments ......... 27,346 (71,571) Capital expenditures, net ............................. (35,404) (28,913) Decrease (increase) in other assets ................... (4,375) 2,000 Proceeds from sale of Multimedia....................... business (Note 5) ................................. 51,915 -- -------- -------- Net cash provided by (used for) investing activities .................................. 39,482 (98,484) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Exercise of stock options ............................. 2,472 1,527 Proceeds from ESPP shares issued ...................... 3,795 2,656 Repurchase of common stock (Note 4) ................... (72,656) -- -------- -------- Net cash provided by (used for) financing activities .................................. (66,389) 4,183 -------- -------- Net decrease in cash and cash equivalents ............. (10,733) (34,556) Cash and cash equivalents, beginning of period ........ 217,531 243,484 -------- -------- Cash and cash equivalents, end of period .............. $206,798 $208,928 ======== ======== SUPPLEMENTAL DISCLOSURES: Cash paid during the period for: Interest .............................................. $ -- $ 2,718 Income taxes .......................................... 1,682 4,115
The accompanying notes are an integral part of these financial statements. 6 7 WESTERN DIGITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The accounting policies followed by the Company are set forth in Note 1 of Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended July 1, 1995. 2. Primary earnings per share amounts are based upon the weighted average number of shares and dilutive common stock equivalents for each period presented. For the three- and six-month periods ended December 31, 1994, fully diluted earnings per share additionally reflect dilutive shares assumed to be issued upon conversion of the Company's convertible subordinated debentures. 3. Inventories consist of the following:
DEC. 30, JULY 1, 1995 1995 -------- ------- (in thousands) Finished goods .................................... $ 28,104 $31,811 Work in process ................................... 48,984 35,763 Raw materials and component parts ................. 45,529 31,351 -------- ------- $122,617 $98,925 ======== =======
4. During the six-month period ended December 30, 1995, the Company repurchased 4,553,700 shares of its common stock in the open market at a cost of $72.7 million. This amount was offset by 339,176 and 50,623 shares distributed in connection with the Employee Stock Purchase Plan ("ESPP") and common stock option exercises, respectively. 5. In October 1995, the Company sold its Multimedia business to Philips Semiconductors, Inc. ("Philips") for approximately $51.9 million under an asset purchase agreement. Through this transaction, Philips acquired specific assets and intellectual properties and assumed certain liabilities directly related to the Multimedia business. 6. In the opinion of management, all adjustments necessary to fairly state the results of operations for the three- and six-month periods ended December 30, 1995 and December 31, 1994 have been made. All such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended July 1, 1995. 7. Certain prior quarter amounts have been reclassified to conform to the current quarter presentation. 7 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Sales of hard drive products were $742.1 million in the second quarter of 1996, compared with $522.9 million in the immediately preceding quarter and $499.8 million in the second quarter of 1995. The growth in hard drive product revenues was the result of an increase in hard drive unit shipments of 43% and 54% in the current quarter as compared to the quarters ended September 30, 1995 and December 31, 1994, respectively. These increases were partially offset by a decline in average selling prices, although pricing pressures eased moderately in the current quarter. Sales of hard drive products were $1.3 billion in the six months ended December 30, 1995, an increase of $351.4 million or 38% from the same period of the prior year. The increase in hard drive product revenues was due to a 43% increase in hard drive units shipped, partially offset by lower average selling prices. Sales of input/output products for the current quarter were $15.9 million, down $36.2 million or 69% from the second quarter of 1995 and $19.3 million or 55% from the immediately preceding quarter. Sales for the six-month period ended December 30, 1995 decreased $51.8 million or 50% from the corresponding period of the prior year. The decreases in revenues were primarily related to the sale of the Multimedia business during the second quarter of 1996. Gross profit margins were as follows:
Three-Month Period Ended Six-Month Period Ended 12/30/95 9/30/95 12/31/94 12/30/95 12/31/94 -------- -------- -------- -------- -------- Hard drive products 13.1% 13.0% 17.4% 13.0% 18.1% Input/output products 40.7% 36.9% 42.0% 38.1% 40.7% Overall 13.6% 14.5% 19.8% 14.0% 20.3%
The decrease in hard drive product gross profit margin from the second quarter of 1995 and the six-month period ended December 31, 1994 was primarily due to two factors. First, higher-capacity products were introduced at lower average selling prices as a result of competitive pricing pressures. Second, the Company shipped a broader mix of hard drives during fiscal year 1996. This resulted in higher shipments of lower-capacity products at lower price points, which generally have smaller gross margins. The gross profit margin percentage for input/output products declined from the second quarter of 1995 and the six-month period ended December 31, 1994 because of the relationship between fixed costs and the lower revenue base. The increase in gross profit margin from the first quarter of 1996 was primarily due to the change in mix of products sold as a result of the sale of the Multimedia business. Research and development expense ("R&D") for the current quarter decreased $2.1 million or 5% as compared to the first quarter of 1996. The decline was primarily due to lower expenditures for input/output products as a result of the sale of the Multimedia business. R&D expense for the three- and six-month periods ended December 30, 1995 increased $7.8 million or 25% and $19.8 million or 33%, respectively, over the same periods of the prior year. Higher expenditures to support the development of higher-capacity products was the primary factor contributing to the increase. Selling, general and administrative ("SG&A") expense for the current quarter increased $12.7 million, or 41% over the same period a year ago and $9.6 million or 28% as compared to the first quarter of 1996. SG&A expense for the six-month period ended December 30, 1995 increased $15.5 million or 25% over the first six months of fiscal year 1995. The increases were primarily the result of incremental expenses in support of the higher revenue levels and higher royalty expense. 8 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Net interest and other income for the three- and six-month periods ended December 30, 1995 increased $.4 million and $1.1 million, respectively, over the corresponding periods of fiscal year 1995. The elimination of the Company's outstanding debt was responsible for the improvements in net interest and other income over the prior year. FINANCIAL CONDITION Cash and short-term investments totaled $269.6 million at December 30, 1995 as compared with $307.7 million at July 1, 1995. Net cash provided by operating activities was $16.2 million for the six-month period ended December 30, 1995. Cash flow from earnings (net of the gain on sale of the Multimedia business), depreciation and an increase in current liabilities were partially offset by cash used to fund increases in accounts receivable and inventories. Other significant uses of cash during the first six months of 1996 were capital expenditures, which totaled $35.4 million and were incurred primarily to support increased production of hard drives and related components, and the acquisition of 4.6 million shares of the Company's common stock in the open market for $72.7 million. Offsetting these uses of cash was approximately $51.9 million received in connection with the sale of the Multimedia business (see Note 5). The ability of the Company to continue to effectively manage its working capital and operate profitably is dependent upon a number of factors including competitive conditions in the marketplace, general economic conditions, the efficiency of the Company's manufacturing operations and the timely development and introduction of new products which address market needs. 9 10 PART II. OTHER INFORMATION ITEM 4. Submission of Matters to Vote of Security Holders The annual meeting of shareholders was held on November 1, 1995. The shareholders approved the following proposals:
Number of Votes --------------------- For Against* ---------- --------- 1. To approve the amendment and restatement of the Company's Stock Option Plan for Non-Employee Directors. 41,146,228 2,246,067 2. To ratify the selection of KPMG Peat Marwick LLP as independent accountants for the Company for the fiscal year ended June 29, 1996. 43,197,323 194,923
* includes abstentions ITEM 6. Exhibits and Reports on Form 8-K. (a) Exhibits: 11 Computation of Per Share Earnings. 27 Financial Data Schedule (b) Reports on Form 8-K: None 10 11 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 thereunto duly authorized. WESTERN DIGITAL CORPORATION ------------------------------------------ Registrant /s/Scott Mercer ------------------------------------------ D. Scott Mercer Executive Vice President, Chief Financial and Administrative Officer Date: February 12, 1996 11 12 EXHIBIT INDEX
SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION PAGE - ------- ----------- ------------ 11 Computation of Per Share Earnings....................... 27 Financial Data Schedule.................................
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                                                                      EXHIBIT 11

                          WESTERN DIGITAL CORPORATION
                       COMPUTATION OF PER SHARE EARNINGS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)



THREE-MONTH PERIOD ENDED SIX-MONTH PERIOD ENDED ------------------------ ---------------------- DEC. 30, DEC. 31, DEC. 30, DEC. 31 1995 1994 1995 1994 -------- -------- -------- ------- PRIMARY Net income ................................. $ 36,393 $ 42,554 $ 44,720 $77,272 ======== ======== ======== ======= Weighted average number of common shares outstanding during the period ....... 46,941 45,437 48,257 45,289 Incremental common shares attributable to exercise of outstanding options and warrants ................................... 1,497 2,246 1,782 2,184 -------- -------- -------- ------- Total shares ............................... 48,438 47,683 50,039 47,473 ======== ======== ======== ======= Net income per share ....................... $ .75 $ .89 $ .89 $ 1.63 ======== ======== ======== ======= FULLY DILUTED Net income ................................. $ 36,393 $ 42,554 $ 44,720 $77,272 Add back: interest expense, net of income tax effect, applicable to convertible subordinated debentures ........ -- 1,111 -- 2,223 -------- -------- -------- ------- $ 36,393 $ 43,665 $ 44,720 $79,495 ======== ======== ======== ======= Weighted average number of common shares outstanding during the period ....... 46,941 45,437 48,257 45,289 Incremental common shares attributable to exercise of outstanding options and warrants ................................... 1,747 2,247 1,909 2,186 Incremental common shares attributable to conversion of convertible subordinated debentures ................................. -- 3,878 -- 3,878 -------- -------- -------- ------- Total shares ............................... 48,688 51,562 50,166 51,353 ======== ======== ======== ======= Net income per share ....................... $ .75 $ .85 $ .89 $ 1.55 ======== ======== ======== =======
 

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED STATEMENTS OF INCOME AND BALANCE SHEETS OF WESTERN DIGITAL CORPORATION AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED DECEMBER 30, 1995. 1,000 6-MOS JUN-29-1996 JUL-02-1995 DEC-30-1995 206,798 62,831 370,626 13,689 122,617 764,115 233,502 133,307 905,686 437,197 0 0 0 4,569 447,188 905,686 1,316,141 1,316,141 1,131,970 1,131,970 79,388 400 (6,787) 51,402 6,682 44,720 0 0 0 44,720 .89 .89