IRVINE, Calif., April 28, 2016 /PRNewswire/ -- Western
Digital® Corp. (NASDAQ: WDC) today reported revenue of
$2.8 billion and net income of
$74 million, or $0.32 per share, for its third fiscal quarter
ended Apr. 1, 2016. On a non-GAAP
basis, net income was $283 million,
or $1.21 per share. In the year-ago
quarter, the company reported revenue of $3.5 billion and net income of $384 million, or $1.63 per share. Non-GAAP net income in the
year-ago quarter was $441 million, or
$1.87 per share.
The company generated $485 million
in cash from operations during the third fiscal quarter, ending
with total cash and cash equivalents of $5.9
billion. On Feb. 10, 2016, the
company declared a cash dividend of $0.50 per share of its common stock, which was
paid on Apr. 15, 2016.
"We continue to manage our business effectively in a dynamic
storage demand environment," said Steve
Milligan, chief executive officer. "Computer usage continues
to shift from PCs to mobile devices and enterprise workloads are
moving increasingly to cloud-based architectures. Our strategy to
become a broad-based provider of media-agnostic storage solutions
anticipates these and other trends. After we complete the
acquisition of SanDisk, we will be better positioned to address and
capitalize on these changes and opportunities, with the storage
industry's broadest set of products, a rich technology portfolio,
and an experienced team in both rotating magnetic and non-volatile
memory."
The company indicated that it continues to expect to complete
its planned acquisition of SanDisk in the June quarter.
The investment community conference call to discuss these
results will be broadcast live over the Internet today at
2 p.m. Pacific/5 p.m. Eastern. The live and archived conference
call/webcast can be accessed online at investor.wdc.com. A
quarterly fact sheet including our guidance for the fourth fiscal
quarter 2016 will also be posted on the same website. The
telephone replay number is 1-855-859-2056 in the U.S. or
+1-404-537-3406 with passcode 8888801675 for international
callers.
About Western Digital
Founded in 1970, Western Digital Corp. (NASDAQ: WDC),
Irvine, Calif., is an
industry-leading developer and manufacturer of storage solutions
that enable people to create, manage, experience and preserve
digital content. Western Digital Corporation ("Western Digital") is
responding to changing market needs by providing a full portfolio
of compelling, high-quality storage products with effective
technology deployment, high efficiency, flexibility and speed. Its
products are marketed under the HGST and WD brands to OEMs,
distributors, resellers, cloud infrastructure providers and
consumers. Financial and investor information is available on the
company's Investor Relations website at investor.wdc.com.
Forward-Looking Statements
This document contains forward-looking statements within the
meaning of the federal securities laws. These forward-looking
statements include, but are not limited to, statements regarding
the proposed acquisition of SanDisk Corporation ("SanDisk")
(including financing of the proposed transaction and the benefits,
results, effects and timing of a transaction), all statements
regarding Western Digital's (and Western Digital's and SanDisk's
combined) expected future financial position, results of
operations, cash flows, dividends, financing plans, business
strategy, budgets, capital expenditures, competitive positions,
growth opportunities, plans and objectives of management, and
statements containing the use of forward-looking words, such as
"may," "will," "could," "would," "should," "project," "believe,"
"anticipate," "expect," "estimate," "continue," "potential,"
"plan," "forecast," "approximate," "intend," "upside," and the
like, or the use of future tense. Statements contained herein
concerning the business outlook or future economic performance,
anticipated profitability, revenues, expenses, dividends or other
financial items, and product or services line growth of Western
Digital (and the combined businesses of Western Digital and
SanDisk), together with other statements that are not historical
facts, are forward-looking statements that are estimates reflecting
the best judgment of Western Digital based upon currently available
information. Statements concerning current conditions may also be
forward-looking if they imply a continuation of current
conditions.
Such forward-looking statements are inherently uncertain, and
shareholders and other potential investors must recognize that
actual results may differ materially from Western Digital's
expectations as a result of a variety of factors, including,
without limitation, those discussed below. These forward-looking
statements are based upon management's current expectations and
include known and unknown risks, uncertainties and other factors,
many of which Western Digital is unable to predict or control, that
may cause actual results, performance or plans to differ materially
from those expressed or implied by such forward-looking statements,
including: volatility in global economic conditions; business
conditions and growth in the storage ecosystem; pricing trends and
fluctuations in average selling prices; the availability and cost
of commodity materials and specialized product components; actions
by competitors; unexpected advances in competing technologies; the
development and introduction of products based on new technologies
and expansion into new data storage markets; and other risks and
uncertainties listed in the company's filings with the Securities
and Exchange Commission (the "SEC"), including Western Digital's
most recent Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K. You should not place undue
reliance on these forward-looking statements, which speak only as
of the date hereof, and Western Digital undertakes no obligation to
update these forward-looking statements to reflect new information
or events.
This document contains financial measures defined as non-GAAP by
the SEC. We believe that certain non-GAAP financial measures, when
presented in conjunction with comparable GAAP (Generally Accepted
Accounting Principles) measures, are useful because that
information is an appropriate measure for evaluating our operating
performance. Non-GAAP information is used to evaluate business
performance and management's effectiveness. These measures should
be considered in addition to, not as a substitute for, or superior
to, measures of financial performance prepared in accordance with
GAAP. Non-GAAP financial measures may not be calculated in the same
manner by all companies and therefore may not be comparable.
Risks and uncertainties related to the proposed merger include,
but are not limited to, potential adverse reactions or changes to
business relationships resulting from the announcement, pendency or
completion of the merger, uncertainties as to the timing of the
merger, the possibility that the closing conditions to the proposed
merger may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant a
necessary approval, adverse effects on Western Digital's stock
price resulting from the announcement or completion of the merger,
competitive responses to the announcement or completion of the
merger, costs and difficulties related to the integration of
SanDisk's businesses and operations with Western Digital's
businesses and operations, the inability to obtain, or delays in
obtaining, cost savings and synergies from the merger,
uncertainties as to whether the completion of the merger or any
transaction will have the accretive effect on Western Digital's
earnings or cash flows that it expects, unexpected costs,
liabilities, charges or expenses resulting from the merger,
litigation relating to the merger, the inability to retain key
personnel, and any changes in general economic and/or
industry-specific conditions. In addition to the factors set forth
above, other factors that may affect Western Digital's or SanDisk's
plans, results or stock price are set forth in Western Digital's
and SanDisk's respective filings with the SEC, including Western
Digital's and SanDisk's most recent Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and
Western Digital's most recent registration statement on Form S-4
referenced below. Many of these factors are beyond Western
Digital's and SanDisk's control. Western Digital and SanDisk
caution investors that any forward-looking statements made by
Western Digital or SanDisk are not guarantees of future
performance. Neither Western Digital nor SanDisk intend, or
undertake any obligation, to publish revised forward-looking
statements to reflect events or circumstances after the date of
this document or to reflect the occurrence of unanticipated
events.
Important Additional Information and Where to find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities. In connection with
the proposed merger, Western Digital filed a registration statement
on Form S-4 with the SEC on Dec. 11,
2015, as amended by Amendment No. 1, dated Jan. 27, 2016 and by Amendment No. 2, dated
Feb. 5, 2016, which was declared
effective by the SEC on Feb. 5, 2016,
and Western Digital filed the definitive proxy statement/prospectus
on Feb. 5, 2016. Western Digital and
SanDisk began to mail the definitive joint proxy
statement/prospectus to their respective shareholders on
Feb. 5, 2016. This material is not a
substitute for the joint proxy statement/prospectus or registration
statement or for any other document that Western Digital or SanDisk
may file with the SEC and send to Western Digital's and/or
SanDisk's shareholders in connection with the proposed merger.
INVESTORS AND SECURITY HOLDERS OF WESTERN DIGITAL AND SANDISK ARE
URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING
THE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and
security holders will be able to obtain copies of the joint proxy
statement/prospectus as well as other filings containing
information about Western Digital and SanDisk, without charge, at
the SEC's website, http://www.sec.gov. Copies of the documents
filed with the SEC by Western Digital will be available free of
charge on Western Digital's website at http://www.wdc.com. Copies
of the documents filed with the SEC by SanDisk will be available
free of charge on SanDisk's website at http://www.sandisk.com.
Western Digital, WD and the WD logo are registered trademarks in
the U.S. and other countries. HGST trademarks are intended and
authorized for use only in countries and jurisdictions in which
HGST has obtained the rights to use, market and advertise the
brand. Other marks may be mentioned herein that belong to other
companies.
WESTERN
DIGITAL CORPORATION
|
|
|
|
|
|
|
|
|
|
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
(in millions;
unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Apr.
1,
|
|
July
3,
|
|
|
|
|
|
|
2016
|
|
2015
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
$ 5,887
|
|
$ 5,024
|
|
Short-term
investments
|
146
|
|
262
|
|
Accounts receivable,
net
|
1,254
|
|
1,532
|
|
Inventories
|
1,227
|
|
1,368
|
|
Other current
assets
|
226
|
|
331
|
|
|
Total current
assets
|
8,740
|
|
8,517
|
Property, plant and
equipment, net
|
2,687
|
|
2,965
|
Goodwill
|
2,766
|
|
2,766
|
Other intangible
assets, net
|
268
|
|
332
|
Other non-current
assets
|
486
|
|
601
|
|
|
Total
assets
|
$ 14,947
|
|
$ 15,181
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Accounts
payable
|
$ 1,571
|
|
$ 1,881
|
|
Accrued
expenses
|
579
|
|
470
|
|
Accrued
compensation
|
282
|
|
330
|
|
Accrued
warranty
|
146
|
|
150
|
|
Revolving credit
facility
|
-
|
|
255
|
|
Current portion of
long-term debt
|
203
|
|
156
|
|
|
Total current
liabilities
|
2,781
|
|
3,242
|
Long-term
debt
|
2,000
|
|
2,156
|
Other
liabilities
|
557
|
|
564
|
|
|
Total
liabilities
|
5,338
|
|
5,962
|
Total shareholders'
equity
|
9,609
|
|
9,219
|
|
|
Total liabilities and
shareholders' equity
|
$ 14,947
|
|
$ 15,181
|
|
|
|
|
|
|
|
|
|
WESTERN DIGITAL
CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions, except per
share amounts; unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Nine Months
Ended
|
|
|
|
|
|
|
|
Apr.
1,
|
|
Apr.
3,
|
|
Apr.
1,
|
|
Apr.
3,
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue,
net
|
|
$ 2,822
|
|
$ 3,550
|
|
$ 9,499
|
|
$ 11,381
|
Cost of
revenue
|
|
2,069
|
|
2,518
|
|
6,885
|
|
8,090
|
|
Gross
profit
|
|
753
|
|
1,032
|
|
2,614
|
|
3,291
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
Research and
development
|
|
359
|
|
402
|
|
1,133
|
|
1,265
|
|
Selling, general and
administrative
|
|
166
|
|
199
|
|
565
|
|
583
|
|
Charges related to
arbitration award
|
|
-
|
|
-
|
|
32
|
|
15
|
|
Employee termination,
asset impairment and other charges
|
|
140
|
|
10
|
|
223
|
|
72
|
|
|
Total operating
expenses
|
|
665
|
|
611
|
|
1,953
|
|
1,935
|
Operating
income
|
|
88
|
|
421
|
|
661
|
|
1,356
|
|
Net interest and
other
|
|
(8)
|
|
(9)
|
|
(23)
|
|
(26)
|
Income before income
taxes
|
|
|
80
|
|
412
|
|
638
|
|
1,330
|
Income tax
expense
|
|
|
6
|
|
28
|
|
30
|
|
85
|
Net income
|
|
|
$
74
|
|
$ 384
|
|
$ 608
|
|
$ 1,245
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income per common
share:
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
$ 0.32
|
|
$ 1.66
|
|
$ 2.62
|
|
$ 5.34
|
|
Diluted
|
|
|
$ 0.32
|
|
$ 1.63
|
|
$ 2.60
|
|
$ 5.23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
233
|
|
231
|
|
232
|
|
233
|
|
Diluted
|
|
|
234
|
|
236
|
|
234
|
|
238
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WESTERN DIGITAL
CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions;
unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Nine Months
Ended
|
|
|
|
|
|
|
|
Apr.
1,
|
|
Apr.
3,
|
|
Apr.
1,
|
|
Apr.
3,
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Activities
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
$
74
|
|
$ 384
|
|
$ 608
|
|
$ 1,245
|
Adjustments to
reconcile net income to net cash provided
by operations:
|
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
246
|
|
285
|
|
734
|
|
864
|
|
Stock-based
compensation
|
|
42
|
|
37
|
|
121
|
|
117
|
|
Deferred income
taxes
|
|
(32)
|
|
(22)
|
|
(17)
|
|
9
|
|
Gain from insurance
recovery
|
|
-
|
|
-
|
|
-
|
|
(37)
|
|
Loss on disposal of
assets
|
|
7
|
|
2
|
|
13
|
|
14
|
|
Non-cash portion of
employee termination, asset impairment and other charges
|
|
18
|
|
(7)
|
|
36
|
|
12
|
|
Changes in operating
assets and liabilities, net
|
|
130
|
|
5
|
|
133
|
|
(470)
|
|
|
Net cash provided by
operating activities
|
|
485
|
|
684
|
|
1,628
|
|
1,754
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing
Activities
|
|
|
|
|
|
|
|
|
|
|
Purchases of
property, plant and equipment
|
|
(133)
|
|
(150)
|
|
(433)
|
|
(456)
|
Acquisitions, net of
cash acquired
|
|
-
|
|
(241)
|
|
-
|
|
(247)
|
Purchases of
investments
|
|
(54)
|
|
(92)
|
|
(462)
|
|
(687)
|
Proceeds from sales
and maturities of investments
|
|
641
|
|
35
|
|
907
|
|
665
|
Proceeds from sale of
property, plant and equipment
|
|
-
|
|
-
|
|
-
|
|
7
|
Other investing
activities, net
|
|
(11)
|
|
(10)
|
|
(23)
|
|
6
|
|
|
Net cash provided by
(used in) investing activities
|
|
443
|
|
(458)
|
|
(11)
|
|
(712)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing
Activities
|
|
|
|
|
|
|
|
|
Employee stock plans,
net
|
|
14
|
|
48
|
|
17
|
|
112
|
Repurchases of common
stock
|
|
-
|
|
(240)
|
|
(60)
|
|
(772)
|
Dividends paid to
shareholders
|
|
(116)
|
|
(93)
|
|
(347)
|
|
(280)
|
Repayment of
debt
|
|
(302)
|
|
(31)
|
|
(364)
|
|
(94)
|
|
|
Net cash used in
financing activities
|
|
(404)
|
|
(316)
|
|
(754)
|
|
(1,034)
|
Net increase
(decrease) in cash and cash equivalents
|
|
524
|
|
(90)
|
|
863
|
|
8
|
Cash and cash
equivalents, beginning of period
|
|
5,363
|
|
4,902
|
|
5,024
|
|
4,804
|
Cash and cash
equivalents, end of period
|
|
|
$ 5,887
|
|
$ 4,812
|
|
$ 5,887
|
|
$ 4,812
|
WESTERN DIGITAL
CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP TO NON-GAAP
RECONCILIATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions,
except per share amounts; unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Nine Months
Ended
|
|
|
|
|
|
|
|
Apr.
1,
|
|
Apr.
3,
|
|
Apr.
1,
|
|
Apr.
3,
|
|
|
|
|
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP net
income
|
|
$
74
|
|
$
384
|
|
$ 608
|
|
$ 1,245
|
Non-GAAP
adjustments:
|
|
|
|
|
|
|
|
|
|
Amortization of
acquired intangible assets
|
|
22
|
|
44
|
|
71
|
|
135
|
|
Employee termination,
asset impairment and other charges
|
|
140
|
|
10
|
|
223
|
|
72
|
|
Charges related to
cost saving initiatives
|
|
49
|
|
-
|
|
86
|
|
-
|
|
Charges related to
arbitration award
|
|
-
|
|
-
|
|
32
|
|
15
|
|
Acquisition-related
charges
|
|
16
|
|
3
|
|
43
|
|
3
|
|
Insurance
recoveries
|
|
-
|
|
-
|
|
-
|
|
(37)
|
|
Other
charges
|
|
2
|
|
-
|
|
8
|
|
51
|
|
Income tax
adjustments
|
|
(20)
|
|
-
|
|
(48)
|
|
-
|
Non-GAAP net
income
|
|
$
283
|
|
$
441
|
|
$ 1,023
|
|
$ 1,484
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income
per common share:
|
|
|
|
|
|
|
|
|
|
GAAP
|
|
|
|
$
0.32
|
|
$
1.63
|
|
$ 2.60
|
|
$ 5.23
|
|
Non-GAAP
|
|
|
$
1.21
|
|
$
1.87
|
|
$ 4.37
|
|
$ 6.24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding:
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
234
|
|
236
|
|
234
|
|
238
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To supplement the
condensed consolidated financial statements presented in accordance
with U.S. generally accepted accounting principles ("GAAP"), the
table above sets forth Non-GAAP net income and Non-GAAP diluted net
income per common share ("Non-GAAP measures"). These Non-GAAP
measures are not in accordance with, or an alternative for,
measures prepared in accordance with GAAP and may be different from
Non-GAAP measures used by other companies. Western Digital
Corporation believes the presentation of Non-GAAP measures, when
shown in conjunction with the corresponding GAAP measures, provides
useful information to investors for measuring the Company's
earnings performance and comparing it against prior periods.
These Non-GAAP measures exclude amortization of acquired intangible
assets; employee termination, asset impairment and other charges;
charges related to cost saving initiatives; charges related to
arbitration award; acquisition-related charges; insurance
recoveries; other charges; and income tax adjustments. We exclude
these items for purposes of calculating these Non-GAAP measures to
facilitate a more meaningful evaluation of our current operating
performance and comparisons to our operating performance in prior
periods.
As described above, we exclude the following items from our
Non-GAAP measures:
Amortization of acquired intangible assets. We incur expenses
from the amortization of acquired intangible assets over their
economic lives. Such charges are significantly impacted by
the timing and magnitude of our acquisitions and any related
impairment charges.
Employee termination, asset impairment and other charges.
From time-to-time, in order to realign our operations with
anticipated market demand or to achieve cost synergies from the
integration of acquisitions, we may terminate employees and/or
restructure our operations. From time-to-time, we may also
incur charges from the impairment of intangible assets and other
long-lived assets. These charges (including any reversals of
charges recorded in prior periods) are inconsistent in amount and
frequency and are not a part of the ongoing operation of our
business.
|
|
Charges related to
cost saving initiatives. In connection with the
transformation of our business, starting in the 2nd quarter of
fiscal 2016, we incur charges related to cost saving initiatives
which do not qualify for special accounting treatment as exit or
disposal activities. These charges, which are not part of the
ongoing operation of our business, primarily relate to costs
associated with rationalizing our channel partners or vendors,
transforming our information systems infrastructure, integrating
our product roadmap, and accelerated depreciation on
assets.
|
Charges related to
arbitration award. In relation to an arbitration award for claims
brought against the Company by Seagate Technology LLC, which was
satisfied in October 2014, and the related dispute over the
calculation of post-award interest, we have recorded loss
contingencies. The resulting expense is inconsistent in amount and
frequency.
|
Acquisition-related
charges. In connection with our business combinations, we
incur expenses which we would not have otherwise incurred as part
of our business operations. These expenses include
third-party professional service and legal fees, third-party
integration services, severance costs, non-cash adjustments to the
fair value of acquired inventory, contract termination costs,
retention bonuses, and changes to the fair value of contingent
consideration. We may also experience other one-time
accounting impacts in connection with these transactions.
These charges and impacts are related to acquisitions, are
inconsistent in amount and frequency, and have no direct
correlation to the operation of our business.
|
Insurance
recoveries. From time-to-time, we receive insurance
recoveries related to losses or other events which occurred in a
prior period. Such recoveries are inconsistent in amount and
frequency.
|
Other charges.
From time-to-time, we sell investments or
other assets which are not considered strategic or necessary to our
business; are a party to legal or arbitration proceedings, which
could result in an expense or benefit due to settlements, final
judgments, or accruals for loss contingencies; or incur other
charges or gains which are not a part of the ongoing operation of
our business. The resulting expense or benefit is
inconsistent in amount and frequency.
|
Income tax
adjustments. Income tax adjustments reflect the difference
between income taxes based on a forecasted annual non-GAAP tax rate
and a forecasted annual GAAP tax rate as a result of the timing of
certain non-GAAP pre-tax adjustments.
|
|
|
|
|
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SOURCE Western Digital Corp.