WESTERN DIGITAL CORP
8-K, 1999-08-19
COMPUTER STORAGE DEVICES
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<PAGE>   1

                                  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): July 21, 1999


                           WESTERN DIGITAL CORPORATION
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


           Delaware                     001-08703               95-264-7125
- -----------------------------          ------------          -------------------
(State or Other Jurisdiction           (Commission             (IRS Employer
      of Incorporation)                File Number)          Identification No.)


        8105 Irvine Center Drive
           Irvine, California                                      92618
- ----------------------------------------                         ----------
(Address of Principal Executive Offices)                         (Zip Code)


       Registrant's telephone number, including area code: (949) 932-5000


                                 Not Applicable
- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

<PAGE>   2

                    INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 5. OTHER EVENTS.

         (a) On July 21, 1999, the Registrant issued a press release announcing
its fourth quarter and year-end results. Attached hereto as Exhibit 99.1 and
incorporated by reference herein is a copy of the July 21, 1999 press release.

         (b) On August 13, 1999, the Registrant issued a press release
announcing it was accelerating the consolidation of its high-volume desktop hard
drive manufacturing in Malaysia and a reduction in its Singapore customer repair
center and production-related work force. Attached hereto as Exhibit 99.2 and
incorporated by reference herein is a copy of the August 13, 1999 press release.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

Exhibit     Description
- -------     ---------------
 99.1       Press Release dated July 21, 1999.
 99.2       Press Release dated August 13, 1999.


                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Date: August 19, 1999
                                            WESTERN DIGITAL CORPORATION


                                            By: /s/ Michael A. Cornelius
                                                --------------------------------
                                                Michael A. Cornelius
                                                Vice President, Law and
                                                Administration and Secretary


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<PAGE>   3

                                  EXHIBIT INDEX



      Exhibit No.                              Document
      -----------                              --------
      Exhibit 99.1                 Press Release issued July 21, 1999.

      Exhibit 99.2                 Press Release issued August 13, 1999.



<PAGE>   1

                                                                    EXHIBIT 99.1

Company Contact:
Robert J. Blair
Western Digital Corporation
212.867.4490
[email protected]

For Immediate Release

           WESTERN DIGITAL ANNOUNCES FOURTH QUARTER, YEAR-END RESULTS

         IRVINE, CA. - July 21, 1999 - Western Digital Corporation (NYSE:WDC)
today reported revenue of $709.3 million and a net loss of $101.5 million, or
$1.12 per share, for its fourth quarter ended July 3, 1999. The net loss
includes a restructuring charge of approximately $20 million for the sale of the
Company's media business to Komag, Inc. Excluding this charge, net loss and net
loss per share would have been $81.5 million and $.90, respectively. In the
year-earlier period, Western Digital reported revenue of $650.5 million and a
net loss of $162.7 million, or $1.84 per share. The results for the fourth
quarter of 1998 included approximately $22 million related principally to the
start of the technology licensing and component supply agreement with IBM
Corporation.

         For fiscal 1999, the Company reported revenue of $2.8 billion and a net
loss of $492.7 million, or $5.51 per share, compared with a net loss of $290.2
million, or $3.32 per share, on revenue of $3.5 billion in fiscal 1998. Both
fiscal 1998 and 1999 results included previously announced restructuring and
special charges.

         Chuck Haggerty, chairman, president and chief executive officer of
Western Digital, said: "The fourth quarter results reflect the brutal
competitive pricing in the desktop hard drive industry. Nevertheless, our
strategy to compete at the major PC OEMs on the basis of performance, quality
and time to market of our hard drives--and our customer service--produced a
sequential increase in total unit shipments to 5.7 million in the fourth
quarter, compared with 5.1 million units in the March quarter. Notably, we saw
improved performance in our Enterprise product line, as units, revenue and gross
margin were at their highest levels in three quarters. Continued improvement and
solid new product execution in this area are key to Western Digital's recovery."

         "Our focus will remain on crisp execution of new product plans in both
the desktop and enterprise product lines. Our roadmaps align very well with our
major OEM PC and server customers, so the opportunity is there to grow the
business. In addition, our efforts to diversify the business model with
contributions from the AV consumer and networked attached storage spaces are on
target for initial revenue by the end of calendar 1999."

         Haggerty also noted the Company's strong asset management in the fourth
quarter: "Cash for the quarter finished at expected levels of about $226
million. Our days-sales-outstanding were at 38 days, a record low level for the
Company, mostly due to a refined supply/demand process. Total inventory turns
were 19--about four turns better than the March quarter--and our best
performance since Q3 in fiscal 1997."


<PAGE>   2

         Western Digital Corporation is a leader in information storage products
and services. The Company designs and manufactures hard drives for personal and
enterprise-wide computing, and markets them to leading systems manufacturers and
selected resellers under the Western Digital brand name. The Company was founded
in 1970 and has long been noted for its storage and end-market systems-level
design knowledge. The Company's home page can be found at
http://www.westerndigital.com.

         This release contains forward-looking statements, including statements
relating to improved performance and product execution in the enterprise and
desktop product lines, growth in the Company's OEM business, and expected
contributions of revenue from AV consumer and networked attached storage by the
end of calendar 1999. The forward looking statements are based on current
management expectations, and actual results may differ materially as a result of
several factors, including: improvement in time to market and time to volume of
our new hard drives; successful qualification of our drives with key OEM
customers; overall supply and customer demand in the hard drive industry;
changes in customer order patterns; business conditions and growth in the
personal and enterprise computing industry; development of non-traditional
markets for hard drives; successful development and sale of the Company's first
products for the AV consumer and networked attached storage markets; and other
factors discussed in our recent SEC filings. We undertake no obligation to
update forward-looking statements to reflect events or circumstances occurring
after the date of such statements.



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<PAGE>   3

                           WESTERN DIGITAL CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                  THREE MONTHS ENDED                            YEAR ENDED
                                    ---------------------------------------------      ----------------------------
                                       JULY 3,         JUNE 27,         MAR. 27,         JULY 3,          JUNE 27,
                                        1999            1998             1999             1999             1998
                                    -----------      -----------      -----------      -----------      -----------
<S>                                 <C>              <C>              <C>              <C>              <C>
Revenues, net                       $   709,302      $   650,503      $   668,456      $ 2,767,206      $ 3,541,525
Costs and expenses:
 Cost of revenues                       688,429          692,243          628,592        2,770,054        3,441,475
 Research and development                52,003           70,010           62,699          216,986          203,733
 Selling, general
   and administrative                    44,597           50,719           46,210          195,958          192,142
 Restructuring provision                 20,000               --           41,000           61,000               --
                                    -----------      -----------      -----------      -----------      -----------
   Total costs and expenses             805,029          812,972          778,501        3,243,998        3,837,350
                                    -----------      -----------      -----------      -----------      -----------
Operating loss                          (95,727)        (162,469)        (110,045)        (476,792)        (295,825)
Net interest income (expense)            (5,759)            (250)          (4,248)         (15,898)           3,817
Loss before income taxes               (101,486)        (162,719)        (114,293)        (492,690)        (292,008)
Provision for income taxes                   --               --               --               --           (1,791)
Net loss                            $  (101,486)     $  (162,719)     $  (114,293)     $  (492,690)     $  (290,217)
                                    ===========      ===========      ===========      ===========      ===========
Loss per common share:

   Basic                            $     (1.12)     $     (1.84)     $     (1.27)     $     (5.51)     $     (3.32)
                                    ===========      ===========      ===========      ===========      ===========
   Diluted                          $     (1.12)     $     (1.84)     $     (1.27)     $     (5.51)     $     (3.32)
                                    ===========      ===========      ===========      ===========      ===========

Common shares used in computing
  per share amounts:

   Basic                                 90,596           88,226           89,883           89,478           87,525
                                    ===========      ===========      ===========      ===========      ===========
   Diluted                               90,596           88,226           89,883           89,478           87,525
                                    ===========      ===========      ===========      ===========      ===========
</TABLE>


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<PAGE>   4

                           WESTERN DIGITAL CORPORATION

                           CONSOLIDATED BALANCE SHEETS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                JULY 3,         JUNE 27,
                                                 1999            1998
                                              -----------      -----------
<S>                                           <C>              <C>

                                  ASSETS

Current assets:
  Cash and cash equivalents                   $   226,147      $   459,830
  Accounts receivable, net                        273,435          369,013
  Inventories                                     144,093          186,516
  Prepaid expenses                                 44,672           36,763
                                              -----------      -----------
    Total current assets                          688,347        1,052,122
Property and equipment, net                       237,939          346,987
Intangible and other assets, net                   96,116           43,579
                                              -----------      -----------
    Total assets                              $ 1,022,402      $ 1,442,688
                                              ===========      ===========

                   LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable                            $   335,907      $   330,130
  Accrued expenses                                280,711          258,449
  Current portion of long-term debt                10,000                0
                                              -----------      -----------
    Total current liabilities                     626,618          588,579

Long-term debt                                    534,144          519,188
Deferred income taxes                              15,430           17,163

Shareholders' equity (deficit:
  Common stock, $.01 par value                        906              883
  Additional paid-in capital                      140,145          119,026
  Retained Earnings (accumulated deficit)        (294,841)         197,849
    Total shareholders' equity (deficit)         (153,790)         317,758
                                              -----------      -----------
    Total liabilities and  shareholders'
      equity (deficit)                        $ 1,022,402      $ 1,442,688
                                              ===========      ===========
</TABLE>


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<PAGE>   1

                                                                    EXHIBIT 99.2


Company Contact:
Robert J. Blair
Western Digital Corporation
212.867.4490
[email protected]


For Immediate Release


       WESTERN DIGITAL ANNOUNCES EXPANSION OF PRODUCT DESIGN ACTIVITY AT
   CHAI CHEE SINGAPORE OPERATION; ACCELERATES MOVE OF DESKTOP HDD TO MALAYSIA

         Chai Chee, Singapore--Aug. 13, 1999--Western Digital Corporation (NYSE:
WDC) today announced a plan to further develop its Chai Chee, Singapore facility
as a regional technical and manufacturing support center, focusing its resources
on value-add engineering rather than production volume. The Company also
indicated it was accelerating the consolidation of its high-volume desktop hard
drive production in its Kuala Lumpur, Malaysian facility to improve
manufacturing efficiencies and costs, while focusing its Singapore production
resources on desktop hard drive development and component qualification and on
production of high end WD Enterprise hard drives.

         Arif Shakeel, Western Digital's senior vice president of operations,
stated: "The plan announced today reflects a significant move up the value chain
for WD Singapore, applying the accumulated experience of more than 10 years of
hard drive manufacturing to the design, development and production deployment
process. The engineering organization in Chai Chee has delivered the core
controller designs for WD's MR and GMR desktop product families and is currently
working on the next two generations of products for both the PC and home
entertainment marketplaces. We are expanding the existing electronics design
center and plan to double the existing staff to accommodate this growth."

         Western Digital indicated it is in discussion with the EDB to add a
mechanical product design group in Chai Chee and to enlarge its existing tooling
and process design and development groups. These advances in Singapore's
engineering role are designed to improve linkage with Western Digital's
predominantly Asian-based supply partners, and speed the development of new
products.

         The evolution of the engineering role in the Singapore facility will
complement the previously announced consolidation of worldwide materials
planning and procurement responsibility in Singapore.

         The realignment of hard drive manufacturing will result in a reduction
among the production-related Chai Chee work force. In addition, due to the
ongoing improvement in WD hard drive quality and reliability in the field, the
customer repair center in Chai Chee will also be reduced in size. The plan
announced today will be implemented on a phased basis through December, 1999. It
will result in a reduction of approximately 2,000 direct and 500 indirect
workers at Chai Chee. Following these reductions, the WD Chai Chee workforce
will include approximately 1,200 direct and 500 indirect workers.

         The first phase is effective today and will affect about 300 direct and
25 indirect workers, primarily in the customer service center. The Company has
made arrangements, together with the appropriate Singaporean government
agencies, to provide retraining and placement support to those people leaving
Western Digital.



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