with the Securities and Exchange Commission or subject to Regulation 14A or 14C under the Exchange
Act or to the liabilities of Section 18 of the Exchange Act, nor shall any information in this report be
incorporated by reference into any past or future filing under the Securities Act or the Securities
Exchange Act, except to the extent we specifically request that it be treated as soliciting material or
specifically incorporate it by reference into a filing under the Securities Act or the Exchange Act.
responsibility for oversight and review of the accounting and financial reporting practices, internal controls and
accounting and audit activities of Western Digital and its subsidiaries. The Audit Committee acts pursuant to a
written charter. Our Board of Directors originally adopted the Audit Committee Charter on September 6, 1995
and most recently approved an amendment of the Charter on February 3, 2010. A copy of the amended charter is
available on our website under the Investor Relations section at investor.wdc.com. The Board of Directors has
determined that each of the members of the Audit Committee qualifies as an "independent" director under
applicable rules of the NASDAQ Stock Market and the Securities and Exchange Commission.
to assure compliance with accounting standards and applicable laws and regulations. KPMG LLP, Western
Digital's independent registered public accounting firm, is responsible for performing an independent audit of
Western Digital's consolidated financial statements in accordance with auditing standards of the Public Company
Accounting Oversight Board (United States) and issuing a report thereon. The Audit Committee's responsibility
is to monitor and oversee these processes. The members of the Audit Committee are not professionally engaged
in the practice of accounting or auditing. The Audit Committee relies, without independent verification, on the
information provided to it and on the representations made by management and the independent registered public
accounting firm that the financial statements have been prepared in conformity with accounting principles
generally accepted in the United States of America (GAAP).
KPMG LLP. The meetings were conducted so as to encourage communication among the members of the Audit
Committee, management and the independent registered public accounting firm. The Audit Committee has
discussed with KPMG LLP the matters required to be discussed by the Statement on Auditing Standards No. 61,
as amended, relating to the conduct of the audit.
accounting firm. The Board of Directors, including the Audit Committee, received an opinion of KPMG LLP as
to the conformity of such audited consolidated financial statements with GAAP.
audit, its evaluation of Western Digital's internal control over financial reporting and the overall quality of
Western Digital's accounting practices. In addition, the Audit Committee has received the written disclosures and
the letter from KPMG LLP as required by the applicable requirements of the Public Company Accounting
Oversight Board regarding KPMG LLP's communications with the Audit Committee concerning independence
and has discussed with KPMG LLP the independence of that firm. The Audit Committee also reviewed, among
other things, the amount of fees paid to KPMG LLP for audit and non-audit services.