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): | September 10, 2007 |
Western Digital Corporation
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 001-08703 | 33-0956711 |
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_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 20511 Lake Forest Drive, Lake Forest, California | 92630 | |
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_________________________________ (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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
On September 10, 2007, Western Digital Corporation provided an improved business outlook for its first fiscal quarter ending September 28, 2007. A copy of the press release making this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In the Company’s press release and in its conference call scheduled for 2 p.m. PST/5 p.m. EST today, the Company will report its business outlook for the first fiscal quarter ending September 28, 2007 on both a GAAP and a non-GAAP basis. The non-GAAP measures presented will exclude the impact of the acquisition of Komag, Incorporated from September 5, 2007 (the date of its acquisition by Western Digital Corporation) through the end of September. A reconciliation of the non-GAAP to GAAP information is included in the press release. The Company believes the exclusion of Komag’s operations permits a more meaningful comparison of the updated guidance to the guidance the Company provided on July 26, 2007.
Non-GAAP fin
ancial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP. As used herein, "GAAP" refers to accounting principles generally accepted in the United States.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, 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, 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 September 10, 2007, providing an improved business outlook for its first fiscal quarter ending September 28, 2007. A copy of the press release making this announcement is attached hereto as Exhibit 99.1.
This Form 8-K contains forward-looking statements, including statements concerning: WD’s current financial outlook for revenue, gross margin, operating expenses, earnings per share and other key metrics for the September quarter; and WD’s expectations regarding the accretive impact of the Komag acquisition on WD’s earnings. These 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 risk that WD’s business will suffer during the integration of WD’s recently acquired media operations; failure to quickly and effectively integrate WD’s recently acquired media technology with WD’s head technology; uncertainties regarding managing relationships with WD’s external media suppliers, media component suppliers, and external m edia customers; supply and demand conditions in the hard drive industry; actions by competitors; unexpected advances in competing technologies such as flash memory; uncertainties related to the development and introduction of products based on new technologies and successful expansion into new hard drive markets; business conditions and growth in the mobile PC, consumer electronics, enterprise, external hard drive and desktop markets; pricing trends and fluctuations in average selling prices; changes in the availability and cost of specialized product components that WD does not make internally and commodity materials; and other risks and uncertainties listed in WD’s recent Form 10-K filed with the SEC on August 28, 2007, to which your attention is directed. Readers are cautioned not to place undue reliance on these forward-looking statements, which speaks only as of the date hereof, and WD undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstance s.
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.
| Western Digital Corporation | ||||
| September 10, 2007 | By: |
Raymond M. Bukaty
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| Name: Raymond M. Bukaty | ||||
| Title: Senior Vice President, Administration, General Counsel and Secretary | ||||
Exhibit Index
| Exhibit No. | Description | |
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99.1
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Press Release issued by Western Digital Corporation on September 10, 2007 |
Company contacts:
Bob Blair
WD Investor Relations
949.672.7834
Robert.Blair@wdc.com
Steve Shattuck
WD Press Relations
949.672.7817
Steve.Shattuck@wdc.com
FOR IMMEDIATE RELEASE:
WD PROVIDES IMPROVED OUTLOOK FOR FISCAL FIRST QUARTER 2008
Stronger Demand Across All Sectors Increases Revenue and Profits
Lake Forest, Calif. — Sept. 10, 2007 — Western Digital Corp. (NYSE: WDC) today provided an update to its expected results for the first quarter of fiscal 2008, which ends Sept. 28, 2007. On a standalone, non-GAAP basis, excluding the impact of its recently completed acquisition of Komag, Inc., WD now expects revenue of between $1.6 billion and $1.65 billion, gross margin of approximately 17.5 percent, operating expenses of approximately $135 million and earnings per share between $0.61 and $0.65.
WD’s original outlook for the first fiscal quarter, excluding any impact of the Sept. 5, 2007, acquisition of Komag, was presented on July 26, 2007. That outlook projected revenue of between $1.45 billion and $1.5 billion, gross margin of between 15.5 percent and 16 percent, operating expenses of approximately $126 million and earnings per share between $0.43 and $0.47.
Improvements in demand, product mix and pricing thus far in the September quarter are the primary factors driving the improved outlook.
Factoring in the impact of the acquisition of Komag, WD’s consolidated GAAP guidance for the September quarter is for revenue of between $1.63 billion and $1.68 billion and gross margin of approximately 17 percent. Operating expenses are expected to be approximately $195 million, including a one-time charge for in-process research and development of approximately $50 million. GAAP earnings per share is now expected to be between $0.34 and $0.38.
The company had previously indicated in late June that it expected the Komag acquisition to be accretive to earnings by the first quarter of fiscal 2009, excluding the impact of incremental depreciation and amortization of acquisition-related asset valuation adjustments. WD now expects this crossover point to occur during the fourth quarter of fiscal 2008, one quarter earlier than previously indicated.
Conference Call Today
A conference call to discuss the acquisition and WD’s updated outlook will be held today at 2 p.m. PDT/5 p.m. EDT. The conference call will be accessible live or on an archived basis via the link below:
Audio Webcast: www.westerndigital/investor — click on “Conference Calls”
Telephone Replay: 866-403-7100 (toll free) or +1-203-369-0572 (international)
Reconciliation of Non-GAAP to GAAP Outlook
Revenue. The expected revenue of between $1.6 billion and $1.65 billion is a non-GAAP measure that excludes approximately $30 million of estimated sales from WD’s media operations to external customers from Sept. 5, 2007 (the date of the acquisition of Komag), through Sept. 28, 2007.
Gross Margin. The expected gross margin of approximately 17.5 percent is a non-GAAP measure that excludes approximately $10 million of incremental depreciation and amortization expense related to acquisition-related asset valuation adjustments offset by a benefit of approximately $8 million on media operations from Sept. 5 through Sept. 28.
Operating Expenses. The expected operating expenses of approximately $135 million is a non-GAAP measure that excludes a total of approximately $10 million of research and development for WD’s media operations, selling, general and administrative expenses and transition expenses from Sept. 5 through Sept. 28, and an estimated $50 million one-time charge for in-process research and development related to the acquisition.
Earnings Per Share. The expected earnings per share of $0.61 to $0.65 is a non-GAAP measure that excludes estimated revenue, gross margin, operating expenses and transition expenses of WD’s media operations (described above) from Sept. 5 through Sept. 28, as well as the incremental depreciation and amortization related to acquisition-related asset valuation adjustments and the one-time charge for in-process research and development related to the acquisition.
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 that keep users’ data accessible and secure from loss. WD applies its storage expertise to consumer products for external, portable and shared storage products.
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, including statements concerning: WD’s current financial outlook for revenue, gross margin, operating expenses, earnings per share and other
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Western Digital, WD, and the WD logo are registered trademarks of Western Digital Technologies, Inc.