8-K/AExhibits & Filings

WESTERN DIGITAL CORP 8-K/A Report, Exhibit Filing (May 11, 2012)

Filed May 11, 2012For Securities:WDC

Summary

This Form 8-K/A filing from Western Digital Corporation (WDC) serves as an amendment to a previous 8-K filing, primarily to provide crucial financial information related to the acquisition of Viviti Technologies Ltd. (formerly Hitachi Global Storage Technologies, or HGST). Investors will find the detailed audited and unaudited financial statements of HGST for various periods, alongside pro forma combined financial statements. These documents are essential for understanding the financial impact of the HGST acquisition on Western Digital's overall financial health and future performance. The filing includes the audited consolidated balance sheets of HGST as of December 31, 2010 and 2009, and related statements of operations, equity, and cash flows for the three years ending December 31, 2010. Additionally, it provides unaudited condensed consolidated financial statements for HGST covering periods up to September 30, 2011. The pro forma combined statements of income offer a view of how the combined entity's revenues and expenses would have appeared, had the acquisition been in place for the periods presented, specifically for the nine months ending March 30, 2012, and the year ending July 1, 2011. Investors should carefully review these financial exhibits to assess the accretion or dilution from the HGST acquisition.

Key Highlights

  • 1Amendment to a prior Form 8-K filing to include required financial information for the acquisition of Viviti Technologies Ltd. (HGST).
  • 2Provides audited consolidated financial statements for HGST as of December 31, 2010 and 2009, and for the three years ended December 31, 2010.
  • 3Includes unaudited condensed consolidated financial statements for HGST for periods ending September 30, 2011, December 30, 2010, and nine-month periods ending September 30, 2011 and 2010.
  • 4Presents unaudited pro forma condensed combined statements of income for the nine months ended March 30, 2012, and the year ended July 1, 2011, reflecting the impact of the HGST acquisition.
  • 5The filing incorporates the consent of Ernst & Young LLP as the independent registered public accounting firm.
  • 6Includes press releases and investor information summaries furnished with the initial 8-K filing.

Frequently Asked Questions

This filing is an amendment to a previous Form 8-K. Its main purpose is to provide the required financial statements of the acquired business (Viviti Technologies Ltd., formerly HGST) and the pro forma combined financial information that were omitted from the initial filing, as per SEC regulations.

The filing includes audited consolidated financial statements of HGST for the years ended December 31, 2010 and 2009, along with statements of operations, equity, and cash flows for the three years ending December 31, 2010. It also provides unaudited condensed consolidated financial statements for periods up to September 30, 2011.

The unaudited pro forma condensed combined statements of income show the financial results as if the acquisition of HGST had occurred at the beginning of the reported periods. This helps investors understand the combined entity's potential revenue and profitability post-acquisition for the nine months ended March 30, 2012, and the fiscal year ended July 1, 2011.

While this 8-K/A is filed on May 10, 2012, it references an initial 8-K filed on March 9, 2012, to report the completion of the acquisition. The event date for the earliest event reported in this amendment is March 6, 2012.