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): May 30, 2011

Western Digital Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-08703		33-0956711
(State or other jurisdiction		(Commission		(I.R.S. Employer
of incorporation)		File Number)		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

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 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 8.01 Other Events.

On May 30, 2011, Western Digital Corporation (the “Company”) issued the press release filed herewith as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1      Press Release dated May 30, 2011

SIGNATURES

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

Exhibit Index

Exhibit No.		Description
99.1		Press Release dated May 30, 2011

Exhibit 99.1

Western Digital Contacts:
Steve Shattuck
WD Press Relations
949.672.7817
steve.shattuck@wdc.com

Bob Blair
WD Investor Relations
949.672.7834
robert.blair@wdc.com

FOR IMMEDIATE RELEASE:

EUROPEAN COMMISSION ENTERING PHASE II REVIEW OF WD PROPOSED ACQUISITION

IRVINE, Calif. — May 30, 2011 — Western Digital Corporation (NYSE: WDC) today said it was informed by the European Commission that the EC would enter a Phase II review of WD’s previously announced acquisition of Hitachi Global Storage Technologies’ holding company, Viviti Technologies Ltd., a wholly owned subsidiary of Hitachi Ltd. The company is co-operating fully with the European Commission in the Phase II review.

     The proposed acquisition, which is subject to several closing conditions, including the receipt of antitrust approvals or the expiration of applicable waiting periods in certain jurisdictions, is now expected to close in the fourth calendar quarter of 2011.

     The company indicated that it is proceeding, on plan, with its integration planning activities associated with the proposed acquisition.

European Commission Entering Phase II Review of WD Proposed Acquisition
Page | 2

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 home entertainment 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 Website (www.westerndigital.com) to access a variety of financial and investor information.

Safe Harbor for Forward-Looking Statements

     This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include the statement concerning the expected timing of the completion of the transaction. These forward-looking statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, including: delays in or failure to obtain any required regulatory approvals with respect to the transaction; failure to consummate or delay in consummating the transaction for other reasons; and other risks and uncertainties detailed in WD’s filings with the Securities and Exchange Commission (the “SEC”), including WD’s recent Form 10-Q filed with the SEC on April 29, 2011 for the quarter ended April 1, 2011, to which your attention is directed. You are cautioned not to place undue reliance on these forward-looking statements,

European Commission Entering Phase II Review of WD Proposed Acquisition
Page | 3

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.