UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 23, 2009

Western Digital Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-08703		33-0956711
(State or Other Jurisdiction of		(Commission File Number)		(I.R.S. Employer Identification No.)
Incorporation or Organization)

20511 Lake Forest Drive
Lake Forest, California		92630
(Address of Principal Executive Offices)		(Zip Code)

(949) 672-7000
(Registrant’s Telephone Number, Including Area Code)

Not applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.02 Results of Operations and Financial Condition.

     On April 23, 2009, Western Digital Corporation (“Western Digital”) announced financial results for the third fiscal quarter ended March 27, 2009. A copy of the press release making this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A copy of Western Digital’s Investor Information Summary for the fiscal quarter ended March 27, 2009 is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

     In Western Digital’s press release attached as Exhibit 99.1 hereto and in its conference call scheduled for 2:00 p.m. PDT/5:00 p.m. EDT today, Western Digital plans to report certain financial information, including net income and earnings per share for the quarter ended March 27, 2009, on both a GAAP and a non-GAAP basis. Western Digital believes that the non-GAAP measures presented in the press release and during the conference call are useful to investors as they provide an alternative method for measuring Western Digital’s operating performance and comparing it against prior periods’ performance, excluding third quarter in-process research and development charges related to Western Digital’s acquisition of SiliconSystems, Inc., announced on March 30, 2009, and restructuring charges associated with Western Digital’s restructuring plan, announced on December 17, 2008.

     In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

	99.1		Press Release issued by Western Digital Corporation on April 23, 2009 announcing financial results for the third fiscal quarter ended March 27, 2009.
	99.2		Third Quarter Fiscal Year 2009 Western Digital Corporation Investor Information Summary.

SIGNATURE

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

EXHIBIT 99.1

Company contacts:
Steve Shattuck		Bob Blair
Public Relations		Investor Relations
949.672.7817		949.672.7834
steve.shattuck@wdc.com		robert.blair@wdc.com

FOR IMMEDIATE RELEASE:

WD ANNOUNCES Q3 REVENUE OF $1.6 BILLION AND
NET INCOME OF $50 MILLION, OR $0.22 PER SHARE

Continued Profitability and Cash Generation Achieved While Resizing Business in
Challenging Environment

LAKE FOREST, Calif. — Apr. 23, 2009 — Western Digital Corp. (NYSE: WDC) today reported revenue of $1.6 billion, on shipments of approximately 31.6 million units and net income of $50 million, or $0.22 per share, for its fiscal third quarter ended Mar. 27, 2009. The company’s results include charges of $14 million for in-process research and development related to the SiliconSystems, Inc. acquisition and $4 million associated with the restructuring plan announced Dec. 17, 2008. Excluding these charges, non-GAAP net income was $68 million or $0.30 per share.¹ In the year-ago quarter, the company reported revenue of $2.1 billion, unit shipments of 34.5 million and net income of $280 million, or $1.23 per share.

     The company generated $355 million in cash from operations during the March quarter, ending with total cash and cash equivalents of $1.6 billion.

     “We are pleased with our financial performance in the March quarter, reflecting continued profitability and cash generation,” said John Coyne, president and chief executive officer of WD. “We managed our market segment participation, product mix and costs to optimize our returns in a challenging environment. We have taken a series of actions to resize and restructure the

WD Announces Q3 Revenue of $1.6 Billion and
Net Income of $50 Million, or $0.22 Per Share
Page 2

business to remain profitable and cash flow positive at a $1.5 billion quarterly revenue level and the effects of these actions are already showing up in our results.”

     Coyne also noted that WD sustained its investments in technology and new products in the March quarter, with growing shipments of the industry’s first 2 terabyte hard drive and of several new products in its branded products portfolio.

     The company also broadened its product and market breadth with the recent acquisition of SiliconSystems, a leading maker of solid-state drives, which now comprises WD’s solid-state storage business unit. “SiliconSystems’ intellectual property and technical expertise will accelerate WD’s solid-state drive development programs, providing greater choice for our customers to satisfy all their storage requirements,” said Coyne. “Integration into WD is well under way and proceeding according to plan.”

     The investment community conference call to discuss these results will be broadcast live over the Internet today at 2 p.m. PDT/5 p.m. EDT. The call will be accessible live and on an archived basis via the link below:

Audio Webcast:		www.westerndigital.com/investor
		Click on “Conference Calls”
Telephone Replay:		800-835-4112 (toll-free)
		+1-203-369-3829 (international)

About WD

     WD, one of the storage industry’s pioneers and long-time leaders, provides products and services for people and organizations that collect, manage and use digital information. The company produces reliable, high-performance hard drives and solid-state storage that keep users’

WD Announces Q3 Revenue of $1.6 Billion and
Net Income of $50 Million, or $0.22 Per Share
Page 3

data accessible and secure from loss. WD applies its storage expertise to consumer products for external, portable and network storage applications.

     WD was founded in 1970. The company’s storage products are marketed to leading systems manufacturers, selected resellers and retailers under the Western Digital^® and WD^® brand names. Visit the Investor section of the company’s Web site (www.westerndigital.com) to access a variety of financial and investor information.

     This press release contains forward-looking statements concerning WD’s profitability and cash generation at certain revenue levels, acceleration of WD’s solid-state drive programs by the intellectual property and technical expertise added through the acqusition of SiliconSystems, and integration of SiliconSystems’ business into WD’s business. The foregoing forward-looking statements are based on WD’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements, including: the impact of current negative global economic conditions; supply and demand conditions in the hard drive industry; actions by competitors; unexpected advances in competing technologies; uncertainties related to the development and introduction of products based on new technologies and expansion into new data storage markets; business conditions and growth in the various hard drive markets; pricing trends and fluctuations in average selling prices; changes in the availability and cost of commodity materials and specialized product components that WD does not make internally; and other risks and uncertainties listed in WD’s recent Form 10-Q filed with the SEC on January 29, 2009, to which your attention is directed. Readers are cautioned not to place undue reliance on these forward-looking statements, which

WD Announces Q3 Revenue of $1.6 Billion and
Net Income of $50 Million, or $0.22 Per Share
Page 4

speak only as of the date hereof, and WD undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances.

###

Western Digital, WD, the WD logo and SiliconSystems are registered trademarks of Western Digital Technologies, Inc. or its subsidiaries in the U.S. and other countries.

WESTERN DIGITAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions; unaudited)

		Mar. 27,				Jun. 27,
		2009				2008
ASSETS
Current assets:
Cash and cash equivalents		$	1,579			$	1,104
Accounts receivable, net			824				1,010
Inventories			385				456
Other			134				161
Total current assets			2,922				2,731
Property and equipment, net			1,570				1,668
Goodwill			138				116
Other intangible assets, net			93				81
Other assets			269				279
Total assets		$	4,992			$	4,875

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	1,001			$	1,181
Accrued expenses			252				266
Accrued warranty			93				90
Current portion of long-term debt			77				27
Total current liabilities			1,423				1,564
Long-term debt			425				482
Other liabilities			152				133
Total liabilities			2,000				2,179
Shareholders’ equity			2,992				2,696
Total liabilities and shareholders’ equity		$	4,992			$	4,875

WESTERN DIGITAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in millions, except per share amounts)
(unaudited)

		Three Months Ended								Nine Months Ended
		Mar. 27,				Mar. 28,				Mar. 27,				Mar. 28,
		2009				2008				2009				2008
Revenue, net		$	1,592			$	2,111			$	5,524			$	6,081
Cost of revenue			1,339				1,634				4,557				4,767
Gross margin			253				477				967				1,314
Operating expenses:
Research and development			125				123				377				336
Selling, general and administrative			49				56				149				164
Acquired in-process research and development			14				—				14				49
Restructuring			4				—				117				—
Total operating expenses			192				179				657				549
Operating income			61				298				310				765
Net interest and other			(3	)			(8	)			(16	)			(21	)
Income before income taxes			58				290				294				744
Income tax provision			8				10				20				90
Net income		$	50			$	280			$	274			$	654
Net income per common share:
Basic		$	0.22			$	1.26			$	1.23			$	2.97
Diluted		$	0.22			$	1.23			$	1.22			$	2.89
Common shares used in computing per share amounts:
Basic			223				222				222				220
Diluted			226				227				225				226

WESTERN DIGITAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions; unaudited)

		Three Months Ended								Nine Months Ended
		Mar. 27,				Mar. 28,				Mar. 27,				Mar. 28,
		2009				2008				2009				2008
Cash flows from operating activities
Net income		$	50			$	280			$	274			$	654
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization			119				111				358				300
Stock-based compensation			12				10				33				27
Deferred income taxes			—				14				(7	)			76
Loss on investments			1				4				10				12
Non-cash portion of restructuring			1				—				81				—
In-process research and development			14				—				14				49
Changes in operating assets and liabilities			158				12				193				51
Net cash provided by operating activities			355				431				956				1,169
Cash flows from investing activities
Acquisitions, net of cash acquired			(44	)			(10	)			(44	)			(925	)
Capital expenditures			(106	)			(137	)			(408	)			(469	)
Investments, net			—				15				1				222
Net cash used in investing activities			(150	)			(132	)			(451	)			(1,172	)
Cash flows from financing activities
Issuance of common stock under employee plans, net			(1	)			6				8				38
Tax benefit from employee stock plans			1				—				5				—
Repurchase of common stock			—				(44	)			(36	)			(60	)
Acquisition-related debt, net			—				(260	)			—				250
Repayment of long-term debt			(2	)			(1	)			(7	)			(8	)
Net cash provided by (used in) financing activities			(2	)			(299	)			(30	)			220
Net increase in cash and cash equivalents			203				—				475				217
Cash and cash equivalents, beginning of period			1,376				917				1,104				700
Cash and cash equivalents, end of period		$	1,579			$	917			$	1,579			$	917

Exhibit 99.2

WESTERN DIGITAL CORPORATION
INVESTOR INFORMATION SUMMARY
Q3 FY2009 (All amounts in millions, except ASPs and headcount)

				Q3 FY08					Q4 FY08					Q1 FY09				Q2 FY09				Q3 FY09
	UNITS1				34.5					35.2					39.4				35.5				31.6
	REVENUE2				$2,111					$1,993					$2,109				$1,823				$1,592
	AVERAGE SELLING PRICE				$59					$56					$53				$51				$50
	GROSS MARGIN %				22.6	%				21.3	%				20.1	%			15.9	%			15.9	%
	REVENUE BY CHANNEL1
	OEM				50	%				57	%				56	%			57	%			48	%
	DISTRIBUTORS				34	%				24	%				26	%			21	%			30	%
	RETAIL				16	%				19	%				18	%			22	%			22	%
	REVENUE BY GEOGRAPHY1
	AMERICAS				28	%				29	%				23	%			23	%			26	%
	EUROPE				31	%				25	%				29	%			29	%			28	%
	ASIA				41	%				46	%				48	%			48	%			46	%
	REVENUE CONCENTRATION1
	10 LARGEST CUSTOMERS				48	%				53	%				51	%			49	%			47	%
	WORLDWIDE HEADCOUNT				41,876					50,072					51,409				50,838				43,898
	CASH RELATED INFORMATION
	CASH FLOW FROM OPERATIONS				$431					$230					$301				$300				$355
	CAPITAL EXPENDITURES				$137					$146					$162				$140				$106
	DEPRECIATION AND AMORTIZATION				$111					$113					$117				$122				$119
	DAYS SALES OUTSTANDING				44					46					47				46				47
	INVENTORY METRICS
	RAW MATERIALS				$153					$144					$129				$124				$104
	WORK IN PROCESS				131					145					168				159				152
	FINISHED GOODS				171					167					180				163				129
	TOTAL INVENTORY, NET				$455					$456					$477				$446				$385
	INVENTORY TURNS				14					14					14				14				14