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WESTERN DIGITAL CORPORATION (Exact Name of Registrant As Specified in Its Charter)

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WESTERN DIGITAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 27, 2013 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-8703 WESTERN DIGITAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 33-0956711 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) 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 Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ý Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý As of the close of business on October 23, 2013, 236,317,992 shares of common stock, par value $.01 per share, were outstanding. Table of Contents WESTERN DIGITAL CORPORATION INDEX PAGE NO. PART I. FINANCIAL INFORMATION 3 Item 1. Financial Statements (unaudited) 3 Condensed Consolidated Balance Sheets — September 27, 2013 and June 28, 2013 3 Condensed Consolidated Statements of Income — Three Months Ended September 27, 2013 and September 28, 2012 4 Condensed Consolidated Statements of Comprehensive Income — Three Months Ended September 27, 2013 and September 28, 2012 5 Condensed Consolidated Statements of Cash Flows — Three Months Ended September 27, 2013 and September 28, 2012 6 Notes to Condensed Consolidated Financial Statements 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 21 Item 3. Quantitative and Qualitative Disclosures About Market Risk 31 Item 4. Controls and Procedures 32 PART II. OTHER INFORMATION 32 Item 1. Legal Proceedings 32 Item 1A. Risk Factors 32 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 48 Item 6. Exhibits 49 Our fiscal year ends on the Friday nearest to June 30 and typically consists of 52 weeks. Approximately every six years, we report a 53-week fiscal year to align our fiscal year with the foregoing policy. Our fiscal first quarters ended September 27, 2013 and September 28, 2012 both consisted of 13 weeks. Fiscal year 2013 was comprised of 52 weeks and ended on June 28, 2013. Fiscal year 2014 will be comprised of 52 weeks and will end on June 27, 2014. Fiscal year 2015 will be comprised of 53 weeks, with the first quarter consisting of 14 weeks and the second, third and fourth quarters consisting of 13 weeks each. Unless otherwise indicated, references herein to specific years and quarters are to our fiscal years and fiscal quarters, and references to financial information are on a consolidated basis. As used herein, the terms “we,” “us,” “our,” the “Company,” “WDC” and “Western Digital” refer to Western Digital Corporation and its subsidiaries, unless we state, or the context indicates, otherwise. WDC, a Delaware corporation, is the parent company of our storage business, which operates under two independent subsidiaries – HGST and WD. Our principal executive offices are located at 3355 Michelson Drive, Suite 100, Irvine, California 92612. Our telephone number is (949) 672-7000 and our Web site is www.westerndigital.com. The information on our Web site is not incorporated in this Quarterly Report on Form 10-Q. Western Digital, WD and the WD logo are trademarks of Western Digital Technologies, Inc. and/or its affiliates. All other trademarks mentioned are the property of their respective owners. 2 Table of Contents PART I. FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS WESTERN DIGITAL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (in millions, except par values; unaudited) September 27, June 28, 2013 2013 ASSETS Current assets: Cash and cash equivalents $ 4,869 $ 4,309 Accounts receivable, net 1,791 1,793 Inventories 1,244 1,188 Other current assets 357 308 Total current assets 8,261 7,598 Property, plant and equipment, net 3,638 3,700 Goodwill 2,051 1,954 Other intangible assets, net 616 605 Other non-current assets 240 179 Total assets $ 14,806 $ 14,036 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 2,061 $ 1,990 Accrued arbitration award 719 706 Accrued expenses 406 480 Accrued compensation 388 453 Accrued warranty 123 114 Short-term debt 500 — Current portion of long-term debt 230 230 Total current liabilities 4,427 3,973 Long-term debt 1,668 1,725 Other liabilities 458 445 Total liabilities 6,553 6,143 Commitments and contingencies (Notes 4 and 5) Shareholders’ equity: Preferred stock, $.01 par value; authorized — 5 shares; issued and outstanding — none — — Common stock, $.01 par value; authorized — 450 shares; issued — 261 shares; outstanding — 236 and 237 shares, respectively 3 3 Additional paid-in capital 2,205 2,188 Accumulated other comprehensive loss (19) (35) Retained earnings 7,183 6,749 Treasury stock — common shares at cost; 25 shares and 24 shares, respectively (1,119) (1,012) Total shareholders’ equity 8,253 7,893 Total liabilities and shareholders’ equity $ 14,806 $ 14,036 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents WESTERN DIGITAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME (in millions, except per share amounts; unaudited) Three Months Ended September 27, September 28, 2013 2012 Revenue, net $ 3,804 $ 4,035 Cost of revenue 2,716 2,842 Gross profit 1,088 1,193 Operating expenses: Research and development 401 396 Selling, general and administrative 132 179 Charges related to arbitration award 13 — Employee termination benefits and other charges — 26 Total operating expenses 546 601 Operating income 542 592 Other income (expense): Interest income 3 2 Interest and other expense (13) (16) Total other expense, net (10) (14) Income before income taxes 532 578 Income tax provision 37 59 Net income $ 495 $ 519 Income per common share: Basic $ 2.10 $ 2.11 Diluted $ 2.05 $ 2.06 Weighted average shares outstanding: Basic 236 246 Diluted 242 252 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents WESTERN DIGITAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in millions; unaudited) Three Months Ended September 27, September 28, 2013 2012 Net income $ 495 $ 519 Other comprehensive income, net of tax: Net unrealized gains on foreign exchange contracts 16 28 Net actuarial pension gains — 1 Other comprehensive income 16 29 Total comprehensive income $ 511 $ 548 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Table of Contents WESTERN DIGITAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions; unaudited) Three Months Ended September 27, September 28, 2013 2012 Cash flows from operating activities Net income $ 495 $ 519 Adjustments to reconcile net income to net cash provided by operations: Depreciation and amortization 312 313 Stock-based compensation 42 39 Deferred income taxes (10) (12) Gain from insurance recovery (65) — Changes in: Accounts receivable, net 25 413 Inventories (21) (94) Accounts payable 29 (67) Accrued arbitration award 13 — Accrued expenses (52) (72) Accrued compensation (65) (41) Other assets and liabilities (23) (62) Net cash provided by operating activities 680 936 Cash flows from investing activities Purchases of property, plant and equipment (136) (382) Acquisitions, net of cash acquired (263) (9) Other investing activities, net 39 — Net cash used in investing activities (360) (391) Cash flows from financing activities Issuance of stock under employee stock plans 22 35 Taxes paid on vested stock awards under employee stock plans (22) (7) Excess tax benefits from employee stock plans 7 32 Repurchases of common stock (150) (218) Dividends to shareholders (59) — Proceeds from debt 500 — Repayment of debt (58) (58) Net cash provided by (used in) financing activities 240 (216) Net increase in cash and cash equivalents 560 329 Cash and cash equivalents, beginning of period 4,309 3,208 Cash and cash equivalents, end of period $ 4,869 $ 3,537 Supplemental disclosure of cash flow information: Cash paid for income taxes $ 63 $ 37 Cash paid for interest $ 11 $ 13 Supplemental disclosure of non-cash financing activities: Accrual of cash dividend declared $ 59 $ 61 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents WESTERN DIGITAL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. Basis of Presentation The accounting policies followed by Western Digital Corporation (the “Company”) are set forth in Part II, Item 8, Note 1 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended June 28, 2013.
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