Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in a Form 8-K filed with the Securities and Exchange Commission on August 21, 2012, each of the executive officers of Western Digital Corporation (the "Company") is eligible to receive a bonus award under the Company's Incentive Compensation Plan (the "ICP") in an amount ranging from 0% to 200% of the executive's target bonus opportunity for the six-month period ended December 28, 2012 based upon the Company's performance during such period as measured against pre-established earnings per share goals (for Messrs. Milligan and Nickl, the Company's Chief Executive Officer and Chief Financial Officer, respectively) or operating income goals (for Messrs. Leyden and Cordano, the Company's other executive officers), and subject to upward or downward adjustment in the discretion of the Compensation Committee of the Board of Directors (the "Compensation Committee") depending upon the executive's individual and business group's performance.

Effective January 22, 2013, the Compensation Committee determined that the achievement rate of the applicable performance goals for the six-month period ended December 28, 2012 resulted in a payout rate under the ICP equal to 65% of the target bonus for Messrs. Milligan, Nickl and Leyden, and 67.5% of the target bonus for Mr. Cordano. In recognition of the Company's performance, including relative to its competitors, under difficult market conditions and the achievement of certain key initiatives to improve operating costs and streamline product focus, the Compensation Committee, in addition to the bonus payable as a result of achievement of the ICP performance goals, approved an additional amount payable to each current executive officer as follows: Mr. Milligan - $125,000, Mr. Nickl - $47,813, Mr. Leyden - $96,250, and Mr. Cordano - $82,500.

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