8-K

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): October 31, 2013

Western Digital Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-08703	33-0956711
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
3355 Michelson Drive, Suite 100 Irvine, California		92612
(Address of Principal Executive Offices)		(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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

¨ 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 October 31, 2013, Western Digital Corporation, a Delaware corporation, issued a press release announcing the pricing of the previously announced offering of 10,869,566 shares of its common stock by Hitachi, Ltd. (the “Selling Stockholder”), at a price to the public of $67.00 per share. The Selling Stockholder has granted the underwriters of the offering an option to purchase up to an additional 1,630,434 shares. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, 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 October 31, 2013.

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.

		Western Digital Corporation
		(Registrant)
	By:	/s/ Michael C. Ray
Date: October 31, 2013		Michael C. Ray
		Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

Company contacts:

Bob Blair

Western Digital Investor Relations

949.672.7834

robert.blair@wdc.com

Steve Shattuck

Western Digital Public Relations

949.672.7817

steve.shattuck@wdc.com

WESTERN DIGITAL ANNOUNCES PRICING OF SECONDARY OFFERING BY HITACHI, LTD.

IRVINE, Calif. — Oct. 31, 2013 — Western Digital^® Corp. (NASDAQ: WDC) announced today the pricing of the previously announced underwritten secondary public offering of 10,869,566 shares of its common stock by Hitachi, Ltd. (the “Selling Stockholder”), at a price to the public of $67.00 per share. The Selling Stockholder has also granted the underwriters a 30-day option to purchase up to an additional 1,630,434 shares.

An aggregate amount of 25 million shares of the company’s common stock were issued to the Selling Stockholder in connection with Western Digital’s acquisition of Viviti Technologies Ltd., formerly known as Hitachi Global Storage Technologies Holdings Pte. Ltd., in March 2012. Upon completion of the offering, the Selling Stockholder will beneficially own 14,130,434 shares of the company’s common stock (12,500,000 shares if the underwriters exercise in full their option to purchase additional shares) and will continue to have two designated directors on the company’s board of directors pursuant to the terms of an investor rights agreement between the company and the Selling Stockholder.

The company will not receive any of the proceeds from the offering of the shares (including any shares sold pursuant to the underwriters’ option to purchase additional shares). The total number of outstanding shares of the company’s common stock will not change as a result of the offering. No shares are being sold by the company or any of its officers or directors in the offering.

Goldman, Sachs & Co. and BofA Merrill Lynch are acting as lead book-running managers and J.P. Morgan Securities LLC is acting as joint book-running manager for the offering. The offering of the common stock is being made by means of a prospectus only, copies of which may be obtained from Goldman, Sachs & Co., via telephone: (866) 471-2526; facsimile: (212) 902-9316; email: prospectus-ny@ny.email.gs.com; or standard mail at Goldman, Sachs & Co., Attn: Prospectus Department, 200 West Street, New York, NY 10282-2198; from BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attn: Prospectus Department or by emailing dg.prospectus_requests@baml.com; or from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (866) 803-9204.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the common stock or any other securities, nor will there be any sale of the common stock or any other securities in any state or jurisdiction in which such an offer, solicitation or sale is not permitted. Any offer or sale will be made only by means of a prospectus and, to the extent applicable, a free writing prospectus which has or will be filed with the Securities and Exchange Commission (the “SEC”).

The company has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the company has filed with the SEC for more complete information about the company and the offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov.

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 statements concerning the proposed offering of the common stock. These forward-looking statements are based on management’s 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 the possibility that the proposed offering of the common stock will not be successfully completed and other risks and uncertainties listed in the company’s filings with the SEC, including the company’s recent Form 10-Q filed with the SEC on October 29, 2013 and the company’s registration statement on Form S-3 filed with the SEC on October 30, 2013. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the company does not undertake any obligation to update these forward-looking statements to reflect subsequent events or circumstances.

About Western Digital

Western Digital Corporation (NASDAQ: WDC), Irvine, Calif., is a global provider of products and services that empower people to create, manage, experience and preserve digital content. Its subsidiaries design and manufacture storage devices, networking equipment and home entertainment products under the WD^®, HGST and G-Technology brands.

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Western Digital, WD and the WD logo are registered trademarks in the U.S. and other countries. Other marks may be mentioned herein that belong to other companies.