8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): June 6, 2005

KOMAG INCORPORATED

(Exact name of registrant as specified in its charter)

California
(State or Other Jurisdiction
of Incorporation) 0-16852
(Commission File Number) 94-2914864
(I.R.S. Employer
Identification Number)

1710 Automation Parkway
San Jose, California 95131
(408) 576-2000
(Address, including zip code and telephone number, of principal executive offices)

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 (see General Instruction A.2. below):

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement.
	Item 2.02. Results of Operations and Financial Condition.
	Item 9.01. Financial Statements and Exhibits.
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2

Item 1.01. Entry into a Material Definitive Agreement.

     On June 6, 2005, Komag, Incorporated issued a press release announcing that Komag and Komag USA (Malaysia) Sdn entered into a volume purchase agreement (VPA) with Western Digital Corporation (WDC), which terminates and replaces the existing agreement between the parties dated April 8, 1999, as amended. The VPA requires that Komag supply and WDC purchase certain specified media volumes and that Komag supply media from existing and new production capacity to meet such purchase requirements, subject to certain exceptions and grace periods. Komag’s supply obligations and WDC’s purchase obligations under the VPA are for an initial period of eighteen months after Komag has commenced full capacity production from its new capacity, subject to certain extension and renewal periods. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

     The above description of the VPA is qualified in its entirety by reference to the full text of the VPA, a copy of which will be filed as an exhibit to the Registrant’s quarterly report on Form 10-Q for the period ended July 3, 2005.

Item 2.02. Results of Operations and Financial Condition.

     On June 6, 2005, Komag, Incorporated issued a press release updating its business outlook for the second quarter of fiscal year 2005. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The information in this Form 8-K and the attached Exhibit 99.2 shall not be deemed incorporated by reference into any registration statement heretofore or hereafter filed under the Securities Act of 1933, as amended, nor shall it be treated as “filed” for purposes of the Securities Exchange Act of 1934, as amended.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
99.1	Press Release of Komag, Incorporated dated June 6, 2005 entitled “Komag and Western Digital Expand Business Relationship”
99.2	Press Release of Komag, Incorporated dated June 6, 2005 entitled “Komag Increases Revenue Outlook for Second Quarter of 2005, and Updated Media Capacity Plan”*

* This exhibit is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

     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 hereunto duly authorized.

	Komag, Incorporated (Registrant)
Dated: June 8, 2005	By:	/s/ Kathleen A. Bayless
		Kathleen A. Bayless
		Vice President, Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Komag, Incorporated dated June 6, 2005 entitled “Komag and Western Digital Expand Business Relationship”
99.2	Press Release of Komag, Incorporated dated June 6, 2005 entitled “Komag Increases Revenue Outlook for Second Quarter of 2005, and Updated Media Capacity Plan”*

* This exhibit is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

EX-99.1

Exhibit 99.1

Investors and Press Contact:
Kathy Bayless
Chief Financial Officer
(408) 576-2000
ir_web@komag.com

Komag and Western Digital Expand Business Relationship

Including Media Capacity Expansion and Volume Purchase Agreement

SAN JOSE, Calif., June 6, 2005 — Komag, Incorporated (Nasdaq: KOMG), a leading independent supplier of thin-film media for disk drives, announced today that the Company has expanded its business relationship with Western Digital Corporation (NYSE: WDC). The expanded relationship includes a volume purchase agreement (VPA) and an expansion of media production capacity.

In conjunction with the VPA and with the growing demand for disks in multiple markets throughout the disk drive industry, Komag will be expanding media capacity by approximately 4 million disks per quarter from current capacity of approximately 26 million disks to approximately 30 million disks per quarter. The new capacity should begin to be available during the fourth quarter of 2005 and is expected to be fully in place by the end of the first quarter of 2006.

“WD works diligently with its strategic partners to help ensure adequate supply of key hard drive components,” said Marty Finkbeiner, Senior Vice President, Western Digital. “The relationship and agreement with Komag are important elements of this approach, especially in the current environment of restrained media capacity throughout the industry. Komag is a long-standing supplier of reliable media to WD and we are pleased that they will be helping us meet the growing demand for our hard drives.”

“We are very pleased to be expanding our business relationship with Western Digital Corporation and believe the results will be positive to both companies,” said T.H. Tan, Komag’s chief executive officer. “Our relationship with Western Digital Corporation has been close for many years and we look forward to working even closer with them in the future.”

About Komag

Founded in 1983, Komag is a leading independent supplier of thin-film disks, the primary high-capacity storage medium for digital data. Komag leverages the combination of its world-class U.S. research and development center and Malaysian manufacturing operations to produce disks that meet the high-volume, stringent quality, low cost and demanding technology needs of its customers. By enabling rapidly improving storage density at ever-lower cost per gigabyte, Komag seeks to create extraordinary value for consumers of computers, enterprise storage systems and electronic appliances such as digital video recorders, game boxes and consumer electronic storage systems.

For more information about Komag, visit Komag’s Internet home page at http://www.komag.com. The Investors section of the website provides a variety of financial and

investor information, including an investor presentation. To request an investor packet, call Komag’s Investor Relations at 408-576-2901.

Forward-Looking Statements

This press release contains certain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby. These statements represent the Company’s current judgment and include, but are not limited to the expectation of the Company’s ability to increase capacity during 2005 and early 2006, and the other factors described in the Company’s reports filed with the Securities and Exchange Commission, including, but not limited to, its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Komag undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of such statements.

EX-99.2

Exhibit 99.2

Investors and Press Contact:
Kathy Bayless
Chief Financial Officer
(408) 576-2000
ir_web@komag.com

Komag Increases Revenue Outlook for Second Quarter of 2005,
and Updates Media Capacity Plan

FOR IMMEDIATE RELEASE

SAN JOSE, Calif., June 6, 2005 — Komag, Incorporated (Nasdaq: KOMG), a leading independent supplier of thin-film media for disk drives, is updating its business outlook for the second quarter of 2005.

As a result of strong shipments to date and demand for the remainder of the second quarter of 2005, from all four major disk drive customers, the Company expects total revenue to be approximately 15% to 20% above the total revenue in the prior quarter of $140.3 million, or a range of $161 million to $168 million. In addition, the Company expects the net margin to be approximately 15%.

The Company’s previous outlook for the second quarter of 2005 was that revenue could be comparable to or up to 10% higher than the first quarter of 2005. Net margin was expected to be in the range of 13% to 15%.

“We are very pleased with the continuing strength of demand for our products in 2005 and the expanding digital storage market growth opportunities for disk drives and disks. As a result, we are working with all of our customers on media capacity requirements,” said T.H. Tan, Chief Executive Officer.

The Company is proceeding with upgrading and improving the efficiency of media equipment and has increased finished disk capacity, from 25 million in the first quarter of 2005, to approximately 26 million per quarter in the second quarter of 2005.

“Further, in connection with the volume purchase agreement with Western Digital announced today and the growing demand for disks for digital storage, we will be expanding media capacity by an additional 4 million disks per quarter. This capacity will begin to come on-line in the fourth quarter of 2005, with full capacity expected to be in place by the end of the first quarter of 2006. The capital spending for this new expansion is expected to exceed $70 million and occur during the second quarter of 2005 through the first quarter of 2006,” added Tan.

About Komag

Founded in 1983, Komag is a leading independent supplier of thin-film disks, the primary high-capacity storage medium for digital data. Komag leverages the combination of its world-class U.S. research and development center and Malaysian manufacturing operations to produce disks that meet the high-volume, stringent quality, low cost and demanding technology needs of its customers. By enabling rapidly improving storage density at ever-lower cost per gigabyte, Komag seeks to create extraordinary value for consumers of computers, enterprise storage systems and electronic appliances such as digital video recorders, game boxes and consumer electronic storage systems.

For more information about Komag, visit Komag’s Internet home page at http://www.komag.com. The Investors section of the website provides a variety of financial and investor information, including an investor presentation. To request an investor packet, call Komag’s Investor Relations at 408-576-2901.

Forward-Looking Statements

This press release contains certain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby. These statements represent the Company’s current judgment and include, but are not limited to the expectation that revenue in the second quarter of 2005 will increase 15% to 20% from the first quarter of 2005, the Company’s expectation that net margin will be approximately 15% in the second quarter of 2005, the Company’s ability to increase capacity during 2005 and early 2006, the capital spending expectations, the Company’s ability to accurately estimate net margin, the market for unit shipments of disks and disk drives and the Company’s belief in the market growth opportunities. The Company’s actual results for future periods could differ materially from those projected in such forward-looking information. Factors that could cause actual results to differ include, but are not limited to, the Company’s ability to achieve its operating yield, cost and profitability targets, a change in the currency exchange rate for the Malaysian ringgit, continued customer demand and the impact of demand variation on factory utilization, the Company’s ability to increase its capacity, variability in demand and associated impact on average selling price of disks, the Company’s ability to satisfy customer qualification requirements and meet shipping demands, the Company’s expectation that industry unit demand will continue to grow and not decline and, the Company’s ability to produce new generation disks in volume and the other factors described in the Company’s reports filed with the Securities and Exchange Commission, including, but not limited to, its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Komag undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of such statements.