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

Western Digital Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-08703		33-0956711
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3355 Michelson Drive, Suite 100 Irvine, California		92612
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (949) 672-7000

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 230.425)
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 January 18, 2011, Western Digital Corporation (“Western Digital”) announced financial results for the second fiscal quarter ended December 31, 2010. 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 second quarter ended December 31, 2010 is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

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 January 18, 2011 announcing financial results for the second fiscal quarter ended December 31, 2010.
	99.2			Second Quarter Fiscal Year 2011 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:
Bob Blair
Investor Relations
949.672.7834
robert.blair@wdc.com

Steve Shattuck
Public Relations
949.672.7817
steve.shattuck@wdc.com

FOR IMMEDIATE RELEASE:

WD^® ANNOUNCES Q2 REVENUE OF $2.475 BILLION AND
NET INCOME OF $225 MILLION, OR $0.96 PER SHARE

IRVINE, Calif. — Jan. 18, 2011 — Western Digital Corp. (NYSE: WDC) today reported revenue of $2.475 billion, hard-drive unit shipments of 52.2 million and net income of $225 million, or $0.96 per share for its second fiscal quarter ended Dec. 31, 2010. In the year-ago quarter, the company reported revenue of $2.619 billion, shipped 49.5 million hard drives, and reported net income and earnings per share of $429 million and $1.85, respectively.

The company generated $505 million in cash from operations during the December quarter, ending with total cash and cash equivalents of $3.1 billion.

“We are pleased to deliver better-than-expected revenues, profitability and gross margin in the December quarter, reflecting solid execution and an improvement in hard drive industry conditions compared with the prior two quarters,” said John Coyne, president and chief executive officer. “The opportunity for profitable growth in our industry remains tremendous and we are committed to improving our financial performance over the longer term. We plan to do so with a continued emphasis on our industry-leading low-cost structure, high quality, highly reliable and highly available products, and a sharp focus on matching production with true customer demand.”

WD Announces Q2 Revenue of $2.475 Billion and
Net Income of $225 Million, or $0.96 Per Share
Page 2

The investment community conference call to discuss these results will be broadcast live over the Internet today at 3 p.m. PST/6 p.m. EST. The call will be accessible live and on an archived basis via the link below. The company is publishing an expanded investor summary sheet today on the investor relations section of its Web site. After the conclusion of today’s webcast conference call, the summary sheet will be updated to reflect the company’s guidance.

		Audio webcast:		www.westerndigital.com/investor
				Click on “Conference Calls”
		Telephone replay:		888-568-0891 (toll free)
				+1-402-998-1567 (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 designs and produces reliable, high-performance hard drives and solid state drives that keep users’ data accessible and secure from loss. Its advanced technologies are configured into applications for client and enterprise computing, embedded systems and consumer electronics, as well as its own consumer storage and media products.

WD was founded in 1970. The company’s storage products are marketed to leading OEMs, 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.

WD Announces Q2 Revenue of $2.475 Billion and
Net Income of $225 Million, or $0.96 Per Share
Page 3

This press release contains forward-looking statements concerning opportunities for growth in the industry and WD’s financial performance. 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 continued uncertainty and volatility in 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 Oct. 29, 2010, to which your attention is directed. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and WD undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances.

###

Western Digital, WD, and the WD logo are registered trademarks of Western Digital Technologies, Inc. All other trademarks mentioned herein belong to their respective owners.

WESTERN DIGITAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions; unaudited)

		Dec. 31,				Jul. 2,
		2010				2010
ASSETS
Current assets:
Cash and cash equivalents		$	3,110			$	2,734
Accounts receivable, net			1,250				1,256
Inventories			568				560
Other			192				170
Total current assets			5,120				4,720
Property and equipment, net			2,277				2,159
Goodwill			151				146
Other intangible assets, net			79				88
Other assets			216				215
Total assets		$	7,843			$	7,328
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	1,628			$	1,507
Accrued expenses			262				281
Accrued warranty			135				129
Current portion of long-term debt			119				106
Total current liabilities			2,144				2,023
Long-term debt			231				294
Other liabilities			309				302
Total liabilities			2,684				2,619
Shareholders’ equity			5,159				4,709
Total liabilities and shareholders’ equity		$	7,843			$	7,328

WESTERN DIGITAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

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

		Three Months Ended								Six Months Ended
		Dec. 31,				Jan. 1,				Dec. 31,				Jan. 1,
		2010				2010				2010				2010
Revenue, net		$	2,475			$	2,619			$	4,871			$	4,827
Cost of revenue			2,000				1,932				3,959				3,626
Gross margin			475				687				912				1,201
Operating expenses:
Research and development			169				154				336				296
Selling, general and administrative			66				60				125				113
Total operating expenses			235				214				461				409
Operating income			240				473				451				792
Net interest and other			(1	)			(2	)			(1	)			(4	)
Income before income taxes			239				471				450				788
Income tax provision			14				42				28				71
Net income		$	225			$	429			$	422			$	717
Income per common share:
Basic		$	0.98			$	1.89			$	1.83			$	3.17
Diluted		$	0.96			$	1.85			$	1.80			$	3.10
Weighted average shares outstanding:
Basic			230				227				230				226
Diluted			235				232				235				231

WESTERN DIGITAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions; unaudited)

		Three Months Ended								Six Months Ended
		Dec. 31,				Jan. 1,				Dec. 31,				Jan. 1,
		2010				2010				2010				2010
Cash flows from operating activities
Net income		$	225			$	429			$	422			$	717
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization			151				126				301				247
Stock-based compensation			18				13				37				27
Deferred income taxes			1				(5	)			1				(5	)
Changes in operating assets and liabilities			110				(6	)			134				5
Net cash provided by operating activities			505				557				895				991
Cash flows from investing activities
Purchases of property and equipment			(250	)			(199	)			(450	)			(375	)
Sales and maturities of investments			—				3				—				3
Net cash used in investing activities			(250	)			(196	)			(450	)			(372	)
Cash flows from financing activities
Employee stock plans, net			22				37				31				60
Repurchases of common stock			—				—				(50	)			—
Repayment of long-term debt			(25	)			(19	)			(50	)			(38	)
Net cash provided by (used in) financing activities			(3	)			18				(69	)			22
Net increase in cash and cash equivalents			252				379				376				641
Cash and cash equivalents, beginning of period			2,858				2,056				2,734				1,794
Cash and cash equivalents, end of period		$	3,110			$	2,435			$	3,110			$	2,435