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EXHIBIT 13
WESTERN DIGITAL CORPORATION
INDEX TO FINANCIAL STATEMENTS
PAGE
----
Financial Highlights.................................................................. 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations.......................................................................... 3
Consolidated Financial Statements..................................................... 6
Notes to Consolidated Financial Statements............................................ 10
Independent Auditors' Report.......................................................... 19
Quarterly Information (unaudited)..................................................... 20
Common Stock Information.............................................................. 20
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WESTERN DIGITAL CORPORATION
FINANCIAL HIGHLIGHTS
(IN MILLIONS, EXCEPT PER SHARE AND EMPLOYEE DATA)
YEARS ENDED
------------------------------------------------------------
JULY 1, JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1995 1994 1993 1992 1991
-------- -------- -------- -------- --------
Revenues, net............................ $2,130.9 $1,539.7 $1,225.2 $938.3 $986.2
Gross profit............................. 394.1 317.9 182.0 110.6 173.2
Operating income (loss).................. 133.0 91.9 (10.0) (67.0) (117.8)
Net income (loss)........................ 123.3 73.1 (25.1) (72.9) (134.2)
Earnings (loss) per share:
Primary................................ 2.56 1.77 (.79) (2.49) (4.59)
Fully diluted.......................... $ 2.47 $ 1.70 $ (.79) $(2.49) $(4.59)
Working capital.......................... $ 360.5 $ 261.7 $ 111.5 $138.9 $167.3
Total assets............................. 858.8 640.5 531.2 532.5 620.4
Total long-term debt..................... -- 58.6 182.6 243.0 234.9
Shareholders' equity..................... $ 473.4 $ 288.2 $ 131.0 $112.3 $185.1
Number of employees...................... 7,647 6,593 7,322 6,906 6,740
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
Western Digital operates in an extremely competitive industry characterized
by short product life cycles, dependence upon a limited number of suppliers for
certain component parts, dependence upon highly skilled engineering and other
personnel and significant expenditures for product development. The hard drive
market is also subject to recurring periods of severe price competition, the
most recent of which occurred during the fourth quarter of fiscal 1993 and the
first quarter of fiscal 1994.
The Company's hard drive product strategy is to be the first to market with
the highest capacity per platter hard drives at competitive prices. The
successful implementation of this strategy during the last three fiscal years
has resulted in significant increases in unit shipments of hard drives, with
attendant improvements in factory utilization and manufacturing efficiencies,
lower component costs and overall reductions in per unit manufacturing costs.
During fiscal 1994 the Company also implemented a "fabless" manufacturing
strategy for its microcomputer products business by selling its silicon wafer
manufacturing facility and entering into supply agreements with several
suppliers of integrated circuits. This resulted in an immediate reduction in
manufacturing costs, which significantly improved microcomputer products gross
profit margins during fiscal 1994 and 1995.
These factors, combined with stabilizing industry conditions, resulted in
Western Digital improving operating income to $133.0 and $91.9 million in fiscal
1995 and 1994, respectively, after incurring an operating loss of $10.0 million
in fiscal 1993. Although microcomputer product operations improved significantly
from fiscal 1993 to fiscal 1994, hard drive product operations accounted for the
majority of the increase in operating income during this period. During fiscal
1995, hard drive product operations improved modestly, while continuing
improvement in microcomputer products operations, although at a reduced rate
from fiscal 1994, provided most of the increase in operating income from fiscal
1994.
Western Digital's continuing focus on asset management, combined with the
improvement in operating income, has resulted in the Company strengthening its
financial position during each of the last three years. Key measures of these
improvements are as follows (dollar amounts in millions):
1995 1994 1993
------ ------ ------
Cash and short-term investments.......................... $307.7 $243.5 $ 33.8
Cash flows from operating activities..................... 121.3 178.8 55.9
Long-term debt........................................... -- 58.6 182.6
Net interest and other income (expense).................. $ 12.0 $ (5.8) $(15.1)
Average:
Inventory turns........................................ 19.5 12.7 9.5
Operating asset turns.................................. 4.5 3.4 2.5
Asset turns............................................ 2.8 2.6 2.3
Unless otherwise indicated, references hereinafter to specific years and
quarters are to the Company's fiscal years and to fiscal quarters.
RESULTS OF OPERATIONS:
COMPARISON OF 1995, 1994 AND 1993
The Company reported net income of $123.3 million for 1995 compared with
net income of $73.1 million for 1994 and a net loss of $25.1 million for 1993.
The increase in net income in 1995 over 1994 resulted from a 38% increase in
revenues, a reduction in operating expenses as a percentage of revenues, and
higher net interest and other income. Partially offsetting these improvements
was an approximately two percentage point decline in gross profit margin. The
improved operating results from 1993 to 1994 resulted from a 26% increase in
revenues and an improvement in gross margin of approximately six percentage
points.
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Sales of hard drive products were $1.9, $1.4 and $1.0 billion in 1995, 1994
and 1993, respectively. During 1995, unit shipments increased 49% which,
combined with a modest decline in average selling prices ("ASPs"), resulted in
hard drive revenues increasing 41% from 1994. Increased business with original
equipment manufacturers ("OEMs") during 1995 accounted for the majority of the
increase in unit shipments. During 1994, unit shipments increased 56% from 1993,
but declining ASPs reduced the 1993 to 1994 hard drive revenue growth rate to
32%. The revenue increase in 1994 resulted primarily from increased business in
the retail and distribution channels.
Sales of microcomputer products were $191.0, $160.0, and $178.0 million in
1995, 1994 and 1993, respectively. Year-to-year variations in microcomputer
product sales were generally attributable to product introduction cycles.
Gross profit margins were as follows:
1995 1994 1993
---- ---- ----
Hard drive products............................................ 16.2% 19.1% 15.3%
Microcomputer products......................................... 41.8% 33.7% 12.5%
Overall........................................................ 18.5% 20.6% 14.9%
During 1995, the Company increased its shipments of hard drive products to
OEMs, which typically require lower prices and a broader product mix (including
lower capacity hard drives) in exchange for high volumes. Overall hard drive
industry conditions also became more competitive during 1995 as the industry's
manufacturing capacity more closely matched demand and competitors continued to
shorten product development cycles. These were the primary factors which
contributed to the decline in hard drive product gross margin during 1995.
The improvement in hard drive product gross margin from 1993 to 1994 was
the result of a significant increase in unit shipments which reduced per unit
production costs by lowering component costs and increasing manufacturing
efficiencies. As compared to 1993, the Company also increased its relative level
of business with retail and distribution customers that typically purchase
product in lower volumes, but at higher ASPs.
The improvements in microcomputer products gross margins were generally
attributable to lower product costs resulting from the Company's fabless
manufacturing strategy implemented in January 1994.
Research and development expense ("R&D") in 1995 increased approximately
$18.0 million, or 16%, as compared with the prior year and increased
approximately $11.2 million, or 11%, from 1993 to 1994. These increases were
primarily attributable to planned expenditures to support new hard drive product
introductions.
Selling, general and administrative expenses ("SG&A") increased $17.1
million, or 15%, from the prior year and $22.8 million, or 25%, from 1993 to
1994 primarily as a result of higher selling, marketing and other related
expenses in support of higher revenue levels and higher variable compensation
plan accruals.
Interest and other income was $12.0 million in 1995, comprising net
interest income of $8.9 million and a $3.1 million gain from the sale of stock
held for investment. Net interest expense was $5.8 million and $15.1 million in
1994 and 1993, respectively. The improvement from 1994 to 1995 was the result of
significantly lower levels of outstanding debt and higher average cash and
short-term investment balances. The $9.3 million decline in net interest expense
from 1993 to 1994 was due to significant reductions in outstanding debt.
The provision for income taxes in 1995 and 1994 consists primarily of taxes
associated with certain of the Company's foreign subsidiaries which had taxable
income. The Company's effective tax rate of 15% recorded in 1995 and 1994
results primarily from the earnings of certain subsidiaries which are taxed at
substantially lower tax rates as compared with United States statutory rates
(see Note 6 to the consolidated financial statements).
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LIQUIDITY AND CAPITAL RESOURCES
At July 1, 1995, the Company had $307.7 million in cash and short-term
investments as compared with $243.5 million at June 30, 1994. During 1995, the
Company generated $121.3 million in cash flow from operations, with cash flow
from earnings, net of depreciation and amortization, and an increase in current
liabilities being offset by cash used to fund increased accounts receivable,
inventories and other assets. Capital expenditures totaled $54.8 million and
were incurred primarily for the expansion of media production and the retooling
of the Company's Malaysian facility into a hard drive manufacturing site. The
Company anticipates that capital expenditures in 1996 will total approximately
$125.0 million and will relate to increased hard drive capacity and normal
replacement of existing assets. Approximately $10.8 million was used to
repurchase 805,000 shares of the Company's common stock in the open market in
1995. The Company believes that its current cash and short-term investments and
anticipated future cash flow from operations will be sufficient to meet all
currently planned expenditures and sustain operations during the next fiscal
year.
The Company has an $85.0 million accounts receivable facility with certain
financial institutions. The facility consists of a $50.0 million arrangement at
Eurodollar or reference rates of the participating banks which expires in 1997
and a $35.0 million committed arrangement at a rate approximating commercial
paper rates which expires in 1996. This facility is intended to serve as a
source of working capital as may be needed from time to time.
Notwithstanding the significant improvements in financial position realized
over the past years, the ability of the Company to sustain its improved working
capital management and to continue operating 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 introductions of new products which address
market needs.
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WESTERN DIGITAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
YEARS ENDED
----------------------------------------
JULY 1, JUNE 30, JUNE 30,
1995 1994 1993
---------- ---------- ----------
Revenues, net.......................................... $2,130,867 $1,539,680 $1,225,231
Costs and expenses:
Cost of revenues..................................... 1,736,761 1,221,749 1,043,184
Research and development............................. 130,789 112,827 101,593
Selling, general and administrative.................. 130,286 113,224 90,470
---------- ---------- ----------
Total costs and expenses.......................... 1,997,836 1,447,800 1,235,247
---------- ---------- ----------
Operating income (loss)................................ 133,031 91,880 (10,016)
Net interest and other income (expense) (Note 2)....... 12,002 (5,838) (15,092)
---------- ---------- ----------
Income (loss) before income taxes...................... 145,033 86,042 (25,108)
Provision for income taxes (Note 6).................... 21,731 12,906 --
---------- ---------- ----------
Net income (loss)...................................... $ 123,302 $ 73,136 $ (25,108)
========== ========== ==========
Earnings (loss) per common and common equivalent share:
Primary.............................................. $ 2.56 $ 1.77 $ (.79)
========== ========== ==========
Fully diluted........................................ $ 2.47 $ 1.70 $ (.79)
========== ========== ==========
Common and common equivalent shares used in computing
per share amounts:
Primary.............................................. 48,198 41,363 31,813
========== ========== ==========
Fully diluted........................................ 51,420 45,680 31,813
========== ========== ==========
The accompanying notes are an integral part of these financial statements.
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WESTERN DIGITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
JULY 1, JUNE 30,
1995 1994
-------- --------
ASSETS
Current assets:
Cash and cash equivalents............................................ $217,531 $243,484
Short-term investments............................................... 90,177 --
Accounts receivable, less allowance for doubtful accounts of $9,309
in 1995 and $10,825 in 1994 (Note 4).............................. 303,841 201,512
Inventories (Note 2)................................................. 98,925 79,575
Prepaid expenses..................................................... 19,663 12,917
-------- --------
Total current assets......................................... 730,137 537,488
Property and equipment at cost, less accumulated depreciation and
amortization (Note 2)................................................ 88,576 73,417
Intangible and other assets, net (Note 2).............................. 40,127 29,608
-------- --------
Total assets................................................. $858,840 $640,513
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable..................................................... $250,325 $172,730
Accrued compensation................................................. 30,064 21,706
Accrued expenses..................................................... 89,213 81,308
-------- --------
Total current liabilities.................................... 369,602 275,744
Convertible subordinated debentures (Note 4)........................... -- 58,646
Deferred income taxes (Note 6)......................................... 15,812 17,884
Commitments and contingent liabilities (Note 5)
Shareholders' equity (Notes 4 and 7):
Preferred stock, $.10 par value; Authorized -- 5,000 shares;
Outstanding -- None
Common stock, $.10 par value; Authorized -- 95,000 shares;
Outstanding -- 50,482 shares in 1995
and 44,895 shares in 1994........................................ 5,048 4,490
Additional paid-in capital........................................ 355,624 283,475
Retained earnings................................................. 123,576 274
Treasury stock-common shares at cost; 805 shares in 1995.......... (10,822) --
-------- --------
Total shareholders' equity................................... 473,426 288,239
-------- --------
Total liabilities and shareholders' equity................... $858,840 $640,513
======== ========
The accompanying notes are an integral part of these financial statements.
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WESTERN DIGITAL CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)
RETAINED
COMMON STOCK ADDITIONAL EARNINGS TOTAL
---------------- PAID-IN (ACCUMULATED TREASURY SHAREHOLDERS'
THREE YEARS ENDED JULY 1, 1995 SHARES AMOUNT CAPITAL DEFICIT) STOCK EQUITY
- ------------------------------ ------ ------ ---------- ------------ -------- -------------
Balance at June 30, 1992...... 29,212 $2,921 $ 157,090 $(47,754) $ -- $ 112,257
Exercise of stock options..... 376 38 1,373 1,411
Common stock offering, net
(Note 7).................... 5,750 575 41,815 42,390
Net loss...................... (25,108) (25,108)
------ ------ -------- -------- -------- --------
Balance at June 30, 1993...... 35,338 3,534 200,278 (72,862) -- 130,950
Exercise of stock options..... 1,838 184 7,324 7,508
Common stock offering, net
(Note 7).................... 7,619 762 72,531 73,293
Common stock issued upon
conversion of debentures.... 24 2 352 354
Common stock issued in
settlement of shareholder
lawsuit..................... 76 8 1,031 1,039
Income tax benefit from stock
options exercised
(Note 6)..................... 1,959 1,959
Net income.................... 73,136 73,136
------ ------ -------- -------- -------- --------
Balance at June 30, 1994...... 44,895 4,490 283,475 274 -- 288,239
Exercise of stock options..... 1,076 107 5,583 5,690
ESPP shares issued (Note 7)... 484 48 5,557 5,605
Common stock issued upon
conversion of debentures
(Note 4).................... 4,027 403 56,987 57,390
Income tax benefit from stock
options exercised
(Note 6).................... 4,022 4,022
Purchase of treasury stock
(Note 7).................... (10,822) (10,822)
Net income.................... 123,302 123,302
------ ------ -------- -------- -------- --------
Balance at July 1, 1995....... 50,482 $5,048 $ 355,624 $123,576 $(10,822) $ 473,426
====== ====== ======== ======== ======== ========
The accompanying notes are an integral part of these financial statements.
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WESTERN DIGITAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
YEARS ENDED
------------------------------------
JULY 1, JUNE 30, JUNE 30,
1995 1994 1993
--------- --------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss).............................. $ 123,302 $ 73,136 $(25,108)
Adjustments to reconcile net income (loss) to
net cash provided by (used for) operating
activities:
Depreciation and amortization............... 43,612 46,175 53,741
Changes in current assets and liabilities
net of effects from the sale of facility
(Note 3):
Accounts receivable....................... (102,329) (42,034) (6,887)
Inventories............................... (19,350) 23,793 (5,682)
Prepaid expenses.......................... (6,746) (2,130) (3,573)
Accounts payable and accrued expenses..... 93,858 74,149 47,236
Deferred income taxes....................... (2,072) 7,133 (3,210)
Other assets................................ (8,958) (1,384) (640)
--------- --------- --------
Net cash provided by operating
activities........................... 121,317 178,838 55,877
--------- --------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures, net...................... (54,774) (16,282) (35,565)
Proceeds from sale of facility (Note 3)........ -- 110,677 --
Increase in short-term investments............. (90,177) -- --
Increase in other assets....................... (6,287) -- --
--------- --------- --------
Net cash provided by (used for)
investing activities................. (151,238) 94,395 (35,565)
--------- --------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt.................... -- (146,346) (64,091)
Proceeds from stock offering, net (Note 7)..... -- 73,293 42,390
Exercise of stock options and warrants,
including tax benefit....................... 9,712 9,467 1,411
Proceeds from ESPP shares issued............... 5,605 -- --
Redemption of convertible debentures
(Note 4).................................... (527) -- --
Repurchase of common stock (Note 7)............ (10,822) -- --
--------- --------- --------
Net cash provided by (used for)
financing activities................. 3,968 (63,586) (20,290)
--------- --------- --------
Net increase (decrease) in cash and cash
equivalents.................................... (25,953) 209,647 22
Cash and cash equivalents at beginning of year... 243,484 33,837 33,815
--------- --------- --------
Cash and cash equivalents at end of year......... $ 217,531 $ 243,484 $ 33,837
========= ========= ========
The accompanying notes are an integral part of these financial statements.
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WESTERN DIGITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES
Western Digital Corporation ("Western Digital" or the "Company") has
prepared its financial statements in accordance with generally accepted
accounting principles and has adopted accounting policies and practices which
are generally accepted in the industry in which it operates. Following are the
Company's significant accounting policies:
Fiscal Year
Effective July 1, 1994, the Company changed its fiscal year end from June
30 to a 52 or 53-week year ending on the Saturday nearest June 30. Accordingly,
the 1995 fiscal year ended on July 1, whereas the previous two fiscal years
ended on June 30. All general references to years relate to fiscal years unless
otherwise noted.
Basis of Presentation
The consolidated financial statements include the accounts of the Company
and all of its wholly-owned subsidiaries. All significant intercompany accounts
and transactions have been eliminated in consolidation. The accounts of foreign
subsidiaries have been translated using the U.S. dollar as the functional
currency. As such, foreign exchange gains or losses resulting from remeasurement
of these accounts are reflected in the results of operations. Monetary and
non-monetary asset and liability accounts have been translated at the exchange
rate in effect at each year end and at historical rates, respectively. Operating
statement accounts have been translated at average monthly exchange rates.
Cash Equivalents and Short-Term Investments
The Company's cash equivalents represent highly liquid investments,
primarily money market funds and commercial paper, with original maturities of
three months or less. Short-term investments represent investments in U.S.
Treasury Bills with original maturities beyond three months and less than twelve
months. These investments are considered held to maturity and valued at
amortized cost, which approximates fair market value.
Concentration of Credit Risk
The Company designs, manufactures and sells hard drives and microcomputer
products to personal computer manufacturers and resellers throughout the world.
The Company performs ongoing credit evaluations of its customers' financial
condition and generally requires no collateral. The Company maintains reserves
for potential credit losses, and such losses have historically been within
management's expectations. The Company also has cash equivalent and short-term
investment policies that limit the amount of credit exposure to any one
financial institution or investment instrument and restrict placement of these
investments with financial institutions or investment instruments evaluated as
highly credit-worthy.
Inventory Valuation
Inventories are valued at the lower of cost or net realizable value. Cost
is on a first-in, first-out basis for raw materials and is computed on a
currently adjusted standard basis (which approximates first-in, first-out) for
work in process and finished goods.
Depreciation and Amortization
The cost of property and equipment is depreciated over the estimated useful
lives of the respective assets. Depreciation is computed on a straight-line
basis for financial reporting purposes and on an accelerated basis for income
tax purposes. Leasehold improvements are amortized over the lesser of the
estimated useful lives of the assets or the related lease terms. Goodwill and
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purchased technology, the recoverability of which are subject to periodic
evaluation, are capitalized at cost and amortized on a straight-line basis over
their estimated lives which are fifteen and five to fifteen years, respectively.
Revenue Recognition
The Company recognizes revenue at time of shipment and records a reserve
for price adjustments and estimated sales returns. The Company has agreements
with its resellers to provide price protection for inventories held by the
resellers at the time of published list price reductions and, under certain
circumstances, stock rotation for slow-moving items. These agreements may be
terminated upon written notice by either party. In the event of termination, the
Company may be obligated to repurchase a certain portion of the resellers'
inventory.
Income Taxes
The Company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards No. 109 ("SFAS 109"), "Accounting for Income
Taxes." SFAS 109 generally provides that deferred tax assets and liabilities be
recognized for temporary differences between the financial reporting basis and
the tax basis of the Company's assets and liabilities and expected benefits of
utilizing net operating loss ("NOL") carryforwards. The Company records a
valuation allowance for certain temporary differences for which it is not
certain whether the Company will receive future tax benefits. The impact on
deferred taxes of changes in tax rates and laws, if any, are applied to the
years during which temporary differences are expected to be settled and
reflected in the financial statements in the period of enactment.
Per Share Information
Primary earnings per share amounts are based upon the weighted average
number of shares and dilutive common stock equivalents for each period
presented. Fully diluted earnings per share additionally reflects dilutive
shares assumed to be issued upon conversion of the Company's convertible
subordinated debentures.
Loss per share amounts are based upon the weighted average number of shares
of common stock outstanding during the period. Common stock equivalents are not
included in the computation because their effect would be antidilutive.
Reclassifications
Certain prior years' amounts have been reclassified to conform to the
current year presentation.
NOTE 2 -- SUPPLEMENTAL FINANCIAL STATEMENT DATA
1995 1994 1993
------- --------- ---------
(IN THOUSANDS)
NET INTEREST AND OTHER INCOME (EXPENSE)
Interest income................................. $12,976 $ 2,942 $ 868
Other income.................................... 3,056 -- --
Interest expense................................ (4,030) (8,780) (15,960)
------- ------- --------
Net interest and other income (expense)......... $12,002 $ (5,838) $ (15,092)
======= ======= ========
Cash paid for interest.......................... $ 4,471 $ 9,035 $ 15,391
======= ======= ========
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1995 1994 1993
------- --------- ---------
(IN THOUSANDS)
INVENTORIES
Finished goods................................ $ 31,811 $ 27,847
Work in process............................... 35,763 32,178
Raw materials and component parts............. 31,351 19,550
------- -------
$ 98,925 $ 79,575
======= =======
PROPERTY AND EQUIPMENT
Land and buildings............................ $ 11,067 $ 6,643
Machinery and equipment....................... 163,857 151,014
Furniture and fixtures........................ 11,302 11,702
Leasehold improvements........................ 30,965 22,980
------- --------
217,191 192,339
Accumulated depreciation and amortization..... (128,615) (118,922)
------- --------
Net property and equipment.................... $ 88,576 $ 73,417
======= ========
INTANGIBLE AND OTHER ASSETS
Purchased technology.......................... $ 28,700 $ 24,800
Goodwill...................................... 14,036 14,036
------- --------
42,736 38,836
Accumulated amortization...................... (19,092) (16,341)
------- --------
Net intangible assets......................... 23,644 22,495
Other assets.................................. 16,483 7,113
------- --------
$ 40,127 $ 29,608
======= ========
NOTE 3 -- SALE OF WAFER FABRICATION FACILITY
In December 1993, the Company sold its silicon wafer fabrication facility
and certain tangible assets to Motorola, Inc. ("Motorola") for $111.0 million
plus certain other considerations, including the assumption by Motorola of
equipment leases and certain other liabilities associated with the facility. The
gain on the sale of the facility was not material to the financial position or
results of operations of the Company. Concurrent with the sale, the Company
entered into a supply contract with Motorola under which Motorola is supplying
silicon wafers to Western Digital through December 1995.
NOTE 4 -- DEBT
Senior Debt
During 1994, the Company entered into an $85.0 million accounts receivable
facility with certain financial institutions. The facility consists of a $50.0
million arrangement at Eurodollar or reference rates of the participating banks
which expires in 1997 and a $35.0 million one-year committed arrangement at a
rate approximating commercial paper rates. During 1995, the Company renewed the
$35.0 million one-year committed arrangement with terms similar to the original
arrangement. The facility is intended to serve as a source of working capital as
may be needed from time to time. The facility, under which there has been no
borrowings, requires the Company to maintain certain financial ratios and
restricts the payment of dividends.
Subordinated Debt
During 1995, $58.1 million of the Company's 9% convertible subordinated
debentures, due 2014, were converted into 4,026,623 shares of the Company's
common stock. In connection with this conversion, the Company charged $.7
million of unamortized issue costs to shareholders' equity. The remaining $.5
million of the Company's debentures were redeemed for cash.
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NOTE 5 -- COMMITMENTS AND CONTINGENT LIABILITIES
Patents And Licenses
Although the Company owns numerous patents and has many patent applications
in process, the Company believes that the successful manufacture and marketing
of its products generally depends more upon the experience, technical know-how
and creative ability of its personnel rather than upon ownership of patents.
The Company pays royalties under several patent licensing agreements
which require periodic payments. From time to time, the Company receives claims
of alleged patent infringement from patent holders which typically contain an
offer to grant the Company a license.
Foreign Exchange Contracts
The Company enters into short-term, forward exchange contracts to hedge the
impact of foreign currency fluctuations on certain underlying assets,
liabilities and future commitments denominated in foreign currencies. At July 1,
1995 and June 30, 1994, the Company had outstanding $110.0 and $30.5 million,
respectively, of forward exchange contracts with commercial banks. These
contracts generally have maturity dates that do not exceed twelve months. The
realized and unrealized gains and losses on these contracts are deferred and
recognized in the results of operations in the year in which the underlying
transaction is consummated and are not material for all periods presented. Costs
associated with entering into such contracts are amortized over the life of the
instrument. At July 1, 1995 and June 30, 1994, the carrying value of the foreign
currency contracts approximated their fair market value.
Operating Leases
The Company leases certain facilities and equipment under long-term,
non-cancelable operating leases which expire at various dates through 2000.
Rental expense under these leases, including month-to-month rentals, was $25.5,
$26.5 and $29.5 million in 1995, 1994 and 1993, respectively.
Future minimum rental payments under non-cancelable operating leases as of
July 1, 1995 are (in thousands):
1996............................................................... $19,029
1997............................................................... 13,193
1998............................................................... 11,334
1999............................................................... 9,916
2000............................................................... 8,573
-------
Total future minimum rental payments............................... $62,045
=======
Legal Claims
The Company was sued by Amstrad plc ("Amstrad") in December 1992 under a
complaint that alleges that hard drives supplied by the Company in 1988 and 1989
were defective and caused damages to Amstrad of $186.0 million. The Company
filed a counterclaim for $3.0 million in actual damages plus exemplary damages
in an unspecified amount. The Company believes that it has meritorious defenses
to Amstrad's claims and intends to vigorously defend itself against the Amstrad
lawsuit.
The Company was sued in March 1993 by Conner Peripherals, Inc. ("Conner").
The suit alleges that the Company infringes five Conner patents and seeks
damages (including treble damages) in an unspecified amount and injunctive
relief. If Conner were to prevail in its claims, the Company could be enjoined
from using any of the Conner patents found to be valid and infringed that are
the subject of this action as well as held liable for past infringement damages.
The amount of such damages, if any, could be material. The Company believes that
it has meritorious defenses to Conner's claims and intends to defend itself
against the Conner lawsuit. The Company has also filed a suit alleging that
Conner infringes two of the Company's patents.
13
14
The Company was sued in December 1994 by Rodime plc ("Rodime"). The suit
alleges that the Company infringes one of Rodime's patents which relates to
3.5-inch hard drives. Based on the opinion of patent counsel, the Company
believes that the broad claims of the Rodime patent, if scrutinized in court,
will not withstand an attack on validity and believes the Company has not
infringed any valid claim of the Rodime patent. If Rodime were to prevail on its
claim, the Company could be held liable for damages for past infringement. The
damages, if any, are uncertain but could be material. The Company believes that
it has meritorious defenses to Rodime's claims and intends to vigorously defend
itself against the Rodime lawsuit.
The Company is also subject to certain other legal proceedings and claims
arising in connection with its business. There can be no assurance that such
legal proceedings and claims would be resolved without any material adverse
effect on the Company's business, consolidated financial position or results of
operations.
It is management's opinion, however, that none of the above mentioned legal
proceedings and claims will have a material adverse effect on the Company's
business, consolidated financial position or results of operations. The costs of
defending such litigation can be substantial, regardless of outcome.
NOTE 6 -- INCOME TAXES
The domestic and international components of income (loss) before income
taxes are as follows:
1995 1994 1993
-------- -------- --------
(IN THOUSANDS)
United States...................................... $ 26,421 $(25,140) $(63,753)
International...................................... 118,612 111,182 38,645
-------- -------- -------
Income (loss) before income taxes.................. $145,033 $ 86,042 $(25,108)
======== ======== =======
The components of the provision for income taxes are as follows:
1995 1994 1993
------- ------- ------
(IN THOUSANDS)
Current
United States........................................ $ 342 $ 337 $ --
International........................................ 15,941 4,313 1,671
State................................................ 310 620 183
------- ------- ------
16,593 5,270 1,854
------- ------- ------
Deferred, net
United States........................................ 1,867 4,857 (1,854)
International........................................ (751) 820 --
------- ------- ------
1,116 5,677 (1,854)
------- ------- ------
Additional paid-in capital from benefit of stock
options exercised.................................... 4,022 1,959 --
------- ------- ------
Provision for income taxes............................. $21,731 $12,906 $ --
======= ======= ======
Cash paid for income taxes............................. $ 4,934 $ 1,067 $1,451
======= ======= ======
14
15
Temporary differences and carryforwards which give rise to a significant
portion of deferred tax assets and liabilities at July 1, 1995 and June 30, 1994
are as follows:
1995 1994
------- -------
(IN THOUSANDS)
Deferred tax assets:
NOL carryforward............................................... $52,648 $53,646
Business credit carryforward................................... 18,480 16,204
Reserves not currently deductible.............................. 12,479 13,952
Depreciation................................................... 1,919 --
All other...................................................... 10,756 12,839
------- -------
96,282 96,641
Valuation allowance............................................ (92,083) (95,024)
------- -------
Total deferred tax assets...................................... $ 4,199 $ 1,617
======= =======
Deferred tax liabilities:
Depreciation................................................... $ -- $ 995
Leases......................................................... 3,479 3,458
All other...................................................... 16,532 12,732
------- -------
Total deferred tax liabilities................................. $20,011 $17,185
======= =======
The net change in the total valuation allowance for the years ended July 1,
1995, June 30, 1994 and June 30, 1993 was a decrease of $2.9 million, and
increases of $14.8 and $18.4 million, respectively.
Reconciliation of the United States Federal statutory rate to the Company's
effective tax rate is as follows:
1995 1994 1993
----- ----- -----
U.S. Federal statutory rate................................. 35.0% 35.0% (34.0)%
State income taxes, net..................................... 0.2 0.7 0.7
Tax rate differential on international income............... (19.3) (34.7) (53.5)
NOL with no tax benefit realized............................ -- 10.2 78.9
Other....................................................... (0.9) 3.8 7.9
----- ----- -----
Effective tax rate.......................................... 15.0% 15.0% --%
===== ===== =====
Certain income of selected subsidiaries is taxed at substantially lower
income tax rates as compared with local statutory rates. The lower rates reduced
income taxes and increased net earnings by $33.2 million ($.65 per share, fully
diluted), $27.4 million ($.60 per share, fully diluted) and $8.6 million ($.27
per share, fully diluted) in 1995, 1994 and 1993, respectively. These lower
rates expire periodically through 2005.
At July 1, 1995, the Company had Federal NOL carryforwards of $149.8
million and tax credit carryforwards of $18.5 million, which expire in 1996
through 2009.
Net undistributed earnings from international subsidiaries at July 1, 1995
were $206.5 million. The net undistributed earnings are intended to finance
local operating requirements. Accordingly, an additional United States tax
provision has not been made.
15
16
NOTE 7 -- SHAREHOLDERS' EQUITY
The following table summarizes all shares of common stock reserved for
issuance as of July 1, 1995 (in thousands):
NUMBER
OF SHARES
---------
Issuable upon:
Exercise of stock options, including options available for
grant......................................................... 7,090
Employee stock purchase plan..................................... 1,266
-----
8,356
=====
Common Stock Offerings
In February 1993, the Company issued 5,750,000 shares of its common stock
in a public common stock offering. Proceeds from the offering, net of
commissions and other related expenses totaling $3.6 million, were $42.4
million.
In February 1994, the Company issued 7,618,711 shares of its common stock
in a public common stock offering. Proceeds from the offering, net of
commissions, and other related expenses totaling $4.2 million, were $73.3
million.
Stock Option Plans
Western Digital's Employee Stock Option Plan ("Employee Plan") is
administered by the Compensation Committee of the Board of Directors which
determines the vesting provisions, the form of payment for the shares and all
other terms of the options. Terms of the Employee Plan require that the exercise
price of options be not less than the fair market value at the date of grant.
Options granted vest 25% one year from the date of grant and in twelve quarterly
increments thereafter. As of July 1, 1995, 1,252,665 options were exercisable
and 2,033,599 options were available for grant. Participants in the Employee
Plan are permitted to utilize stock purchased previously as consideration to
exercise options. The following table summarizes activity under the Employee
Plan (in thousands, except per share amounts):
OPTIONS OUTSTANDING
-----------------------------------------
NUMBER PRICE
OF SHARES PER SHARE AMOUNT
--------- --------------- -------
Options outstanding at June 30, 1992............. 3,920 $2.88-$13.63 $16,092
Granted........................................ 1,879 4.38- 9.00 10,981
Exercised, net of value of redeemed shares..... (376) 2.88- 6.88 (1,411)
Canceled or expired............................ (329) 2.88- 9.88 (1,693)
----- ----------- -------
Options outstanding at June 30, 1993............. 5,094 2.88- 13.63 23,969
Granted........................................ 1,731 3.88- 19.13 21,320
Exercised, net of value of redeemed shares..... (1,785) 2.88- 9.00 (7,120)
Canceled or expired............................ (664) 2.88- 19.13 (4,710)
----- ----------- -------
Options outstanding at June 30, 1994............. 4,376 2.88- 19.13 33,459
Granted........................................ 1,429 13.38- 18.13 22,210
Exercised, net of value of redeemed shares..... (1,036) 2.88- 13.88 (5,478)
Canceled or expired............................ (351) 2.88- 19.13 (2,979)
----- ----------- -------
Options outstanding at July 1, 1995.............. 4,418 $2.88-$19.13 $47,212
===== =========== =======
16
17
In 1985, the Company adopted the Stock Option Plan for Non-Employee
Directors ("Director Plan") and reserved 800,000 shares for issuance thereunder.
The Director Plan provides for initial option grants to new directors of 20,000
shares per director and additional grants of up to 30,000 options per director
following the exercise of the initial options. Terms of the Director Plan
require that the exercise price of options be not less than the fair market
value at the date of grant. As of July 1, 1995, 125,250 options were
exercisable and 468,188 options were available for grant. The following table
summarizes activity under the Director Plan (in thousands, except per share
amounts):
OPTIONS OUTSTANDING
----------------------------------------
NUMBER PRICE
OF SHARES PER SHARE AMOUNT
--------- --------------- ------
Options outstanding at June 30, 1992............. 184 $ 5.25-$14.63 $1,611
Canceled or expired............................ (1) 6.88 (9)
--- ------------- ------
Options outstanding at June 30, 1993............. 183 5.25- 14.63 1,602
Granted........................................ 90 4.25- 17.13 941
Exercised...................................... (53) 4.25- 11.50 (388)
Canceled or expired............................ (30) 12.88 (386)
--- ------------- ------
Options outstanding at June 30, 1994............. 190 4.25- 17.13 1,769
Granted........................................ 40 14.00- 17.75 614
Exercised...................................... (40) 4.25- 7.44 (212)
Canceled or expired............................ (20) 4.25- 17.75 (279)
--- ------------- ------
Options outstanding at July 1, 1995.............. 170 $ 4.88-$17.13 $1,892
=== ============= ======
Stock Purchase Rights
In 1989, the Company implemented a plan to protect stockholders' rights in
the event of a proposed takeover of the Company. Under the plan, each share of
the Company's outstanding common stock carries one Right to Purchase Series "A"
Junior Participating Preferred Stock ("the Right"). The Right enables the
holder, under certain circumstances, to purchase common stock of Western Digital
or of the acquiring company at a substantially 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. The Rights are redeemable
by the Company at $.01 per Right and expire in 1999.
Employee Stock Purchase Plan
During 1994, the Company implemented an employee stock purchase plan
("ESPP") in accordance with Section 423 of the Internal Revenue Code whereby
eligible employees may authorize payroll deductions of up to 10% of their salary
to purchase shares of the Company's common stock at 85% of the fair market value
of common stock on the date of grant or the exercise date, whichever is less.
Approximately 1.8 million shares of common stock have been reserved for issuance
under this plan. Approximately 484,000 shares were issued under this plan during
1995. No shares were issued during 1994.
Profit Sharing Plan
Effective July 1, 1991, the Company adopted an annual Profit Sharing Plan
covering eligible domestic employees. During 1995, 1994 and 1993, the Company
authorized 8% of defined pre-tax profits to be allocated to the participants.
Payments to participants of the Profit Sharing Plan were $11.3, $7.4 and $1.2
million in 1995, 1994 and 1993, respectively.
Repurchase of Common Stock
During the year ended July 1, 1995, the Company repurchased 805,000 shares
of its common stock in the open market at a cost of $10.8 million.
17
18
NOTE 8 -- BUSINESS SEGMENT AND INTERNATIONAL OPERATIONS
Western Digital operates in one industry segment--the design, manufacture
and marketing of hard drives, integrated circuits and board-level products to
the personal computer industry. During 1995, one customer accounted for 11% of
the Company's revenues. During 1994 and 1993, two customers accounted for 24% of
the Company's revenues.
The Company's operations outside the United States include manufacturing
facilities in Singapore and Malaysia as well as sales offices throughout the
world.
The following table summarizes operations by entities located within the
indicated geographic areas for the past three years. United States revenues to
unaffiliated customers include export sales, principally to Asia, of $399.2,
$300.0 and $237.7 million in 1995, 1994, and 1993, respectively.
Transfers between geographic areas are accounted for at prices comparable
to normal sales through outside distributors. General and corporate expenses of
$49.6, $43.6 and $32.7 million in 1995, 1994 and 1993, respectively, have been
excluded in determining operating income (loss) by geographic region.
UNITED
STATES EUROPE ASIA ELIMINATIONS TOTAL
------ ------ ------ ------------ ------
(IN MILLIONS)
Year ended July 1, 1995
Sales to unaffiliated customers........... $1,596 $485 $ 50 $ -- $2,131
Transfers between geographic areas........ 139 57 1,216 (1,412) --
------ ---- ------ ------- ------
Revenues, net............................. $1,735 $542 $1,266 $ (1,412) $2,131
====== ==== ====== ======= ======
Operating income (loss)................... $ 64 $ 6 $ 117 $ (4) $ 183
====== ==== ====== ======= ======
Identifiable assets....................... $ 597 $ 78 $ 185 $ (1) $ 859
====== ==== ====== ======= ======
Year ended June 30, 1994
Sales to unaffiliated customers........... $1,171 $321 $ 48 $ -- $1,540
Transfers between geographic areas........ 50 28 874 (952) --
------ ---- ------ ------- ------
Revenues, net............................. $1,221 $349 $ 922 $ (952) $1,540
====== ==== ====== ======= ======
Operating income (loss)................... $ 24 $ 6 $ 108 $ (3) $ 135
====== ==== ====== ======= ======
Identifiable assets....................... $ 430 $ 61 $ 150 $ -- $ 641
====== ==== ====== ======= ======
Year ended June 30, 1993
Sales to unaffiliated customers........... $ 924 $274 $ 27 $ -- $1,225
Transfers between geographic areas........ 41 21 793 (855) --
------ ---- ------ ------- ------
Revenues, net............................. $ 965 $295 $ 820 $ (855) $1,225
====== ==== ====== ======= ======
Operating income (loss)................... $ (16) $ 7 $ 38 $ (6) $ 23
====== ==== ====== ======= ======
Identifiable assets....................... $ 336 $ 42 $ 154 $ (1) $ 531
====== ==== ====== ======= ======
18
19
WESTERN DIGITAL CORPORATION
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Western Digital Corporation:
We have audited the accompanying consolidated balance sheets of Western
Digital Corporation as of July 1, 1995 and June 30, 1994, and the related
consolidated statements of operations, shareholders' equity and cash flows for
each of the years in the three-year period ended July 1, 1995. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Western
Digital Corporation as of July 1, 1995 and June 30, 1994, and the results of its
operations and its cash flows for each of the years in the three-year period
ended July 1, 1995, in conformity with generally accepted accounting principles.
KPMG PEAT MARWICK LLP
Orange County, California
July 17, 1995
19
20
WESTERN DIGITAL CORPORATION
QUARTERLY INFORMATION (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
FIRST SECOND THIRD FOURTH
-------- -------- -------- --------
1995
Revenues, net....................................... $464,590 $551,944 $529,297 $585,036
Gross profit........................................ 97,767 109,040 88,368 98,931
Operating income.................................... 37,902 47,330 20,664 27,135
Net income.......................................... 34,718 42,554 19,650 26,380
Primary earnings per share.......................... $ .73 $ .89 $ .40 $ .54
======== ======== ======== ========
Fully diluted earnings per share.................... $ .70 $ .85 $ .40 $ .52
======== ======== ======== ========
1994
Revenues, net....................................... $285,498 $371,072 $420,878 $462,232
Gross profit........................................ 46,419 72,821 93,762 104,929
Operating income (loss)............................. (2,045) 16,342 34,149 43,434
Net income (loss)................................... (5,098) 12,487 28,448 37,299
Primary earnings (loss) per share................... $ (.14) $ .32 $ .64 $ .79
======== ======== ======== ========
Fully diluted earnings (loss) per share............. $ (.14) $ .32 $ .61 $ .75
======== ======== ======== ========
COMMON STOCK INFORMATION
Western Digital's common stock is listed on the New York Stock Exchange
("NYSE"). The approximate number of holders of record of common stock of the
Company as of September 1, 1995 was 3,800.
The Company has not paid any cash dividends on its common stock and does
not intend to pay any cash dividends in the foreseeable future.
The high and low closing prices of the Company's common stock, as reported
by the NYSE, for each quarter of 1995 and 1994 are as follows:
FIRST SECOND THIRD FOURTH
----- ------ ----- ------
1995
High................................................... $16 1/8 $18 3/4 $19 1/4 $21 1/4
Low.................................................... 12 7/8 14 1/8 13 3/8 13 1/2
1994
High................................................... $ 6 1/8 $10 1/4 $20 1/8 $19 1/2
Low.................................................... 3 3/4 4 7/8 8 3/4 11 7/8
20
21
WESTERN DIGITAL CORPORATION
CORPORATE DIRECTORY
BOARD OF DIRECTORS
Charles A. Haggarty
Chairman of the Board, President and
Chief Executive Officer
James A. Abrahamson
Senior Advisor
Galway Partners, L.L.C.
Investment and Merchant Banking
Peter D. Behrendt
Chairman, President and Chief Executive Officer
Exabyte Corporation
Computer Tape Storage Products
I. M. Booth
Chairman, President and Chief Executive Officer
Polaroid Corporation
Photographic Equipment
George L. Bragg
Chairman
Markwood Capital Alliance
Management and Investment Consulting
Irwin Federman
General Partner
U. S. Venture Partners
Venture Capital Investments
Andre R. Horn
Retired, Former Chairman of the Board
Joy Manufacturing Company
Capital Equipment for the Energy Industry
Dr. Anne O. Krueger
Professor of Economics
Department of Economics
Stanford University
Thomas E. Pardun
President and Chief Executive Officer
US WEST Multimedia
Communications Group
Diversified Communications
CORPORATE OFFICERS
Charles A. Haggarty
Chairman of the Board, President and
Chief Executive Officer
Kathryn A. Braun
Executive Vice President,
Personal Storage Group
Kenneth E. Hendrickson
Executive Vice President,
Microcomputer Products Group
D. Scott Mercer
Executive Vice President,
Chief Financial and Administrative Officer
Marc H. Nussbaum
Senior Vice President,
Engineering
Michael A. Cornelius
Vice President, Law
and Secretary
Scott T. Hughes
Vice President,
Human Resources
David W. Schafer
Vice President,
Worldwide Sales
Duston M. Williams
Vice President and Treasurer
22
WESTERN DIGITAL CORPORATION
CORPORATE INFORMATION
DOMESTIC SALES OFFICES INTERNATIONAL SALES OFFICES SHAREHOLDER INFORMATION
Irvine, California Western Digital Canada Corporation Annual Report on Form 10-K: A
Mountain View, California Mississauga, Ontario, Canada copy of the Company's Annual Re-
Chicago, Illinois Western Digital (Deutschland) GmbH port on Form 10-K, without exhib-
Baltimore, Maryland Munich, Germany its, is available to shareholders
Andover, Massachusetts Muenster, Germany without charge upon request to
Detroit, Michigan Western Digital (France) SARL Mr. Michael A. Cornelius, Vice
Minneapolis, Minnesota Orsay, France President, Law and Secretary, at
Princeton, New Jersey Western Digital Hong Kong Limited the Company's headquarters
Raleigh, North Carolina Tsimshatsui, Kowloon, Hong Kong located at 8105 Irvine Center
Sioux City, South Dakota Western Digital (I.S.) Limited Drive, Irvine, California 92718.
Austin, Texas Dublin, Ireland Copies of the Company's Quarterly
Dallas, Texas Western Digital Japan Ltd. Report on Form 10-Q will be
Houston, Texas Tokyo, Japan furnished without charge to any
Western Digital (S.E. Asia) Pte Ltd shareholder upon written request
Singapore to the same address.
Western Digital Taiwan Co., Ltd. For additional information about
Taipei, Taiwan R.O.C. the Company, contact Investor
Western Digital (U.K.) Limited Relations at (800) 695-6399 or
Leatherhead, Surrey, England see our Internet site at
MANUFACTURING FACILITIES http://www.wdc.com.
Santa Clara, California STOCK EXCHANGE LISTING
Kuala Lumpur, Malaysia Western Digital common stock is
Singapore listed on the New York Stock Ex-
TRANSFER AGENT AND REGISTRAR change and traded under the
American Stock Transfer & symbol WDC.
Trust Company Western Digital and Caviar are
40 Wall Street, 46th Floor registered trademarks and FIT Lab
New York, New York 10005 is a trademark of Western Digital
Telephone: (718) 921-8200 Corporation. Other marks may be
CERTIFIED PUBLIC ACCOUNTANTS mentioned herein that belong to
KPMG Peat Marwick LLP other companies.