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

20511 Lake Forest Drive Lake Forest, California (Address of Principal Executive Offices)		92630 (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 October 23, 2008, Western Digital Corporation (“Western Digital”) announced financial results for the first fiscal quarter ended September 26, 2008. 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 September 26, 2008 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 October 23, 2008 announcing financial results for the first fiscal quarter ended September 26, 2008.
	99.2		First 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 INDEX

Exhibit No.		Discription
99.1		Press Release issued by Western Digital Corporation on October 23, 2008 announcing financial results for the first fiscal quarter ended September 26, 2008.
99.2		First Quarter Fiscal Year 2009 Western Digital Corporation Investor Information Summary.

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 Q1 REVENUE OF $2.1 BILLION AND
NET INCOME OF $211 MILLION, OR 93 CENTS PER SHARE

Strong Profitable Year-over-Year Growth Continues:
Revenue Up 19 Percent, Units 34 Percent and Net Income 206 Percent

LAKE FOREST, Calif. — Oct. 23, 2008 — Western Digital Corp. (NYSE: WDC) today reported revenue of $2.1 billion, on shipments of approximately 39.4 million units, with net income of $211 million, or $0.93 per share, for its fiscal first quarter ending September 26, 2008. The September quarter results represented strong year-over-year performance, including growth in revenue and unit shipments of 19 percent and 34 percent, respectively. In the year-ago quarter, the company reported revenue of $1.8 billion, unit shipments of 29.4 million, and net income of $69 million, or $0.31 per share. Net income in the year-ago period was reduced by charges of $60 million for taxes related to the license of intellectual property to subsidiaries and $49 million for in-process research and development related to the acquisition of Komag.

WD Announces Q1 Revenue of $2.1 Billion and
Net Income of $211 Million, or $0.93 Per Share
Page 2

     The company shipped 14.6 million 2.5-inch drives for notebook PCs and external storage, representing a sequential quarterly increase of 25 percent, and 3.9 million 3.5-inch units for the PVR/DVR market in the first quarter, a 5 percent sequential decrease. On a year-over-year basis, these shipments increased by 147 percent and 5 percent, respectively. Branded product revenue of $383 million was essentially flat with the June quarter and up 19 percent year-over-year. The company also continued to grow its shipments of enterprise-class Serial ATA drives and hard drives featuring its unique GreenPower^™ technology into the desktop, enterprise and consumer electronics markets.

     The company generated $301 million in cash from operations during the September quarter, ending with total cash and cash equivalents of $1.2 billion.

     John Coyne, WD president and chief executive officer, stated: “By presenting customers with a compelling product set, being selective in market and product mix, being responsive with availability and maintaining our focus on quality, efficiency, cost and execution, we have again demonstrated the strength of the WD business model and the WD team. This proven and disciplined approach has repeatedly produced strong, profitable growth.”

     Reflecting its ongoing targeted R&D investment over the last several years, the company commenced shipment of several new products during the first quarter, including:

•

The WD Scorpio® Blue™ 2.5-inch hard drive family with capacities up to 500 GB, extending WD’s industry leadership in areal density for standard form factor notebook hard drives;

WD Announces Q1 Revenue of $2.1 Billion and
Net Income of $211 Million, or $0.93 Per Share
Page 3

	•		The 500 GB 2.5-inch My Passport™ portable USB drives for easy to use, portable storage of music, videos, photos and data files;
	•		The second-generation WD Caviar® Green™ hard drives with significantly improved power, efficiency and performance;
	•		The WD ShareSpace™ high-speed network storage system that provides up to 4 TB of cost-effective, centralized storage for small office and home networks;
	•		An expanded enterprise product line with the addition of high-capacity, high-performance WD RE 3 750 GB and 1 TB 3.5-inch SATA hard drives; and
	•		The new backplane-compatible WD VelociRaptor™ hard drive, in both 3.5-inch and 2.5-inch form factors, the latest generation of the company’s 10,000 RPM SATA WD VelociRaptor™ series.

     The investment community conference call to discuss these results and the company’s outlook 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:		866-517-3736 (toll-free) +1-203-369-2047 (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 that keep users’ data accessible and secure from loss. WD applies its storage expertise to consumer products for external, portable and shared storage applications.

WD Announces Q1 Revenue of $2.1 Billion and
Net Income of $211 Million, or $0.93 Per Share
Page 4

     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 the strength of WD’s business model and team, WD’s ongoing targeted research and development investment and WD’s industry leadership in areal density for 2.5-inch hard drives. 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 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 hard drive 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; negative impacts of the conditions in the global credit markets on WD’s investment portfolio; and other risks and uncertainties listed in WD’s recent Form 10-K filed with the SEC on August 20, 2008, 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. in the U.S. and other countries. As used for storage capacity, one gigabyte (GB) = one billion bytes, and one terabyte (TB) = one trillion bytes. Total accessible capacity varies depending on operating environment.

WESTERN DIGITAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions; unaudited)

		Sept. 26,				Jun. 27,
		2008				2008
ASSETS
Current assets:
Cash and cash equivalents		$	1,213			$	1,104
Short-term investments			2				3
Accounts receivable, net			1,082				1,010
Inventories			477				456
Other			174				158
Total current assets			2,948				2,731
Property and equipment, net			1,674				1,668
Goodwill			116				116
Other intangibles, net			78				81
Other assets			276				279
Total assets		$	5,092			$	4,875
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	1,215			$	1,181
Accrued expenses			243				266
Accrued warranty			93				90
Current portion of long-term debt			45				27
Total current liabilities			1,596				1,564
Long-term debt			462				482
Other liabilities			147				133
Total liabilities			2,205				2,179
Shareholders’ equity			2,887				2,696
Total liabilities and shareholders’ equity		$	5,092			$	4,875

WESTERN DIGITAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

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

		Three Months Ended
		Sept. 26,				Sept. 28,
		2008				2007
Revenue, net		$	2,109			$	1,766
Cost of revenue			1,685				1,443
Gross margin			424				323
Operating expenses:
Research and development			133				91
Selling, general and administrative			57				48
Acquired in-process research and development			—				49
Total operating expenses			190				188
Operating income			234				135
Net interest and other			(4	)			3
Income before income taxes			230				138
Income tax provision			19				69
Net income		$	211			$	69
Net income per common share:
Basic		$	0.95			$	0.31
Diluted		$	0.93			$	0.31
Common shares used in computing per share amounts:
Basic			222				219
Diluted			226				224

WESTERN DIGITAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions; unaudited)

		Three Months Ended
		Sept. 26,				Sept. 28,
		2008				2007
Cash flows from operating activities
Net income		$	211			$	69
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization			117				78
In-process research and development			—				49
Deferred income taxes			—				60
Stock-based compensation			10				8
Loss on investments			3				—
Changes in operating assets and liabilities			(40	)			(45	)
Net cash provided by operating activities			301				219
Cash flows from investing activities
Acquisitions, net of cash acquired			—				(911	)
Capital expenditures			(162	)			(163	)
Investments, net			1				65
Net cash used in investing activities			(161	)			(1,009	)
Cash flows from financing activities
Acquisition-related debt, net			—				750
Issuance of common stock under employee plans, net			(1	)			10
Repurchases of common stock			(36	)			(16	)
Tax benefit from employee stock plans			8				—
Repayment of long-term debt			(2	)			(3	)
Net cash provided by (used in) financing activities			(31	)			741
Net increase (decrease) in cash and cash equivalents			109				(49	)
Cash and cash equivalents, beginning of period			1,104				700
Cash and cash equivalents, end of period		$	1,213			$	651

Exhibit 99.2

WESTERN DIGITAL CORPORATION
INVESTOR INFORMATION SUMMARY
Q1 FY2009 (All amounts in millions, except ASPs and headcount)

				Q1 FY08					Q2 FY08					Q3 FY08					Q4 FY08					Q1 FY09
	HARD DRIVE UNITS:				29.4					34.2					34.5					35.2					39.4
	REVENUE1:				$1,766					$2,204					$2,111					$1,993					$2,109
	HARD DRIVE AVERAGE SELLING PRICE:				$59					$61					$59					$56					$53
	GROSS MARGIN %:				18.3	%				23.3	%				22.6	%				21.3	%				20.1	%
	REVENUE BY CHANNEL (HDD ONLY):
	OEM				50	%				48	%				50	%				57	%				56	%
	DISTRIBUTORS				31	%				34	%				34	%				24	%				26	%
	RETAIL				19	%				18	%				16	%				19	%				18	%
	REVENUE BY GEOGRAPHY (HDD ONLY):
	AMERICAS				34	%				32	%				28	%				29	%				23	%
	EUROPE				33	%				32	%				31	%				25	%				29	%
	ASIA				33	%				36	%				41	%				46	%				48	%
	REVENUE CONCENTRATION (HDD ONLY):
	10 LARGEST CUSTOMERS				46	%				47	%				48	%				53	%				51	%
	WORLDWIDE HEADCOUNT:				41,263					42,534					41,876					50,072					51,409
	CASH RELATED INFORMATION:
	CASH FLOW FROM OPERATIONS				$219					$519					$431					$230					$301
	CAPITAL EXPENDITURES				$163					$169					$137					$146					$162
	DEPRECIATION AND AMORTIZATION				$78					$111					$111					$113					$117
	DAYS SALES OUTSTANDING				51					45					44					46					47
	INVENTORY METRICS:
	RAW MATERIALS				$165					$171					$153					$144					$129
	WORK IN PROCESS				145					131					131					145					168
	FINISHED GOODS				151					157					171					167					180
	TOTAL INVENTORY, NET				$461					$459					$455					$456					$477
	INVENTORY TURNS				13					15					14					14					14