Obligation WestDigit Corp 10.5% ( US958102AL92 ) en USD

WestDigit Corp

100 % ▼

Etats-unis

US958102AL92 ( en USD )

10.5% par an ( paiement semestriel )

Obligation remboursée le 1 mars 2018 - Obligation échue

Prospectus brochure de l'obligation Western Digital Corp US958102AL92 en USD 10.5%, échue

2 000 USD

3 332 119 000 USD

958102AL9

N/A

Obligation remboursée le 1 mars 2018

Western Digital Corp. est un fabricant multinational de produits de stockage de données, notamment des disques durs, des disques SSD et des solutions de stockage flash pour les consommateurs, les entreprises et les centres de données.

L'Obligation émise par WestDigit Corp ( Etats-unis ) , en USD, avec le code ISIN US958102AL92, paye un coupon de 10.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Obligation remboursée le 1 mars 2018
L'Obligation émise par WestDigit Corp ( Etats-unis ) , en USD, avec le code ISIN US958102AL92, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-215243
PROSPECTUS

Western Digital Corporation
Offer to exchange any and all of our outstanding unregistered 10.500% Senior Notes due 2024
for $3,350,000,000 aggregate principal amount of our new 10.500% Senior Notes due 2024
that have been registered under the Securities Act of 1933, as amended (the "Securities Act")
Terms of the Exchange Offer

· We are offering to exchange (i) any and all of our outstanding unregistered 10.500% Senior Notes due 2024 that were issued on

April 13, 2016 (the "Old Notes") for an equal amount of new registered 10.500% Senior Notes due 2024 (the "New Notes" and,
together with the Old Notes, the "Notes"). We refer to this offer as the "Exchange Offer."

· The Exchange Offer expires at 5:00 p.m., New York City time, on February 6, 2017 (such date and time, the "Expiration Date," unless

we extend or terminate the Exchange Offer, in which case the "Expiration Date" will mean the latest date and time to which we extend
the Exchange Offer).

· Tenders of the Old Notes may be withdrawn at any time prior to the Expiration Date.

· The Old Notes may be exchanged only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

· All Old Notes that are validly tendered and not validly withdrawn will be exchanged.

· The exchange of the Old Notes for the New Notes will not be a taxable event for U.S. federal income tax purposes.

· We will not receive any proceeds from the Exchange Offer.

· The terms of the New Notes to be issued in the Exchange Offer are substantially the same as the terms of the Old Notes, except that the

offer of the New Notes is registered under the Securities Act, and the New Notes have no transfer restrictions, registration rights or
rights to additional interest.

· The New Notes will not be listed on any securities exchange. A public market for the New Notes may not develop, which could make

selling the New Notes difficult.
Each broker-dealer that receives the New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Notes. The letter of transmittal accompanying this prospectus states that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with
resales of the New Notes received in exchange for the Old Notes where such Old Notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities. See "Plan of Distribution."

Investing in the New Notes to be issued in the Exchange Offer involves certain risks. See "Risk Factors"
beginning on page 10.

We are not making an offer to exchange the Old Notes in any jurisdiction where the offer is not permitted.

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Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is January 6, 2017.
Table of Contents
TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION

i
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

i
SUMMARY

1
RATIO OF EARNINGS TO FIXED CHARGES

9
RISK FACTORS
10
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
18
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
19
DESCRIPTION OF THE EXCHANGE OFFER
20
DESCRIPTION OF THE NOTES
30
FORM, BOOK-ENTRY PROCEDURES AND TRANSFER
92
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
95
PLAN OF DISTRIBUTION
98
USE OF PROCEEDS
98
LEGAL MATTERS
98
EXPERTS
98
LETTER OF TRANSMITTAL
A-1

We are responsible for the information contained and incorporated by reference in this prospectus. We have not authorized anyone to give
you any other information, and we take no responsibility for any other information that others may give you. If you are in a jurisdiction
where offers to sell, or solicitations of offers to purchase, the securities offered by this document are unlawful, or if you are a person to
whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. The information
contained in this document speaks only as of the date of this document unless the information specifically indicates that another date
applies.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-4 to register this Exchange Offer. This prospectus, which forms part of the
registration statement, does not contain all of the information included in that registration statement. For further information about us and about the
New Notes offered in this prospectus, you should refer to the registration statement and its exhibits. We also file annual, quarterly and current
reports, proxy statements and other information with the SEC. Our SEC filings, including our registration statement on Form S-4, are available to
the public over the Internet at the SEC's website at www.sec.gov. You may also read and copy any materials we file with the SEC at the Public
Reference Room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain further information about the operation of
the SEC's Public Reference Room by calling the SEC at 1-800-SEC-0330.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We "incorporate by reference" into this prospectus certain information we file with the SEC, which means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. Certain
information that we subsequently file with the SEC will automatically update and supersede information in this prospectus and in our other filings
with the SEC.
We incorporate by reference the documents listed below, which we have already filed with the SEC, and any future filings we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act

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of 1934, as amended (the "Exchange Act"), after the date of this prospectus and prior to the termination of the Exchange Offer, except that we are
not incorporating any information included in a Current Report on Form 8-K that has been or will be furnished (and not filed) with the SEC,
unless such information is expressly incorporated herein by a reference in a furnished Current Report on Form 8-K or other furnished document:

· our Annual Report on Form 10-K for the year ended July 1, 2016 filed with the SEC on August 29, 2016 (the "Annual Report on Form

10-K");

· our Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 filed with the SEC on November 8, 2016 (the "Quarterly

Report on Form 10-Q");

· the information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended July 1, 2016 from

our Definitive Proxy Statement on Schedule 14A filed with the SEC on September 22, 2016;

· our Current Report on Form 8-K/A filed with the SEC on July 25, 2016 (excluding Item 9.01(b) and Exhibit 99.3);

· our Current Reports on Form 8-K filed with the SEC on July 6, 2016 (excluding Items 2.02 and 7.01 and Exhibit 99.1), July 21, 2016,

August 8, 2016, August 18, 2016 (excluding Item 7.01 and Exhibit 99.1), September 22, 2016 (excluding Item 7.01 and Exhibit 99.1)
and November 4, 2016; and

· our Current Report on Form 8-K filed with the SEC on December 22, 2016 containing the consolidated financial statements of Western
Digital Corporation to reflect certain guarantor financial information for each of the years ended June 27, 2014, July 3, 2015 and July 1,

2016 and each of the quarters ended October 2, 2015 and September 30, 2016 and a pro forma condensed combined statement of
income for the year ended July 1, 2016.
Copies of these filings may be obtained at no cost by writing or calling us at the following address and telephone number:
Corporate Secretary
Western Digital Corporation
3355 Michelson Drive, Suite 100
Irvine, California 92612
Telephone: (949) 672-7000
To obtain timely delivery of any copies of filings requested, please write or call us no later than five business days before the Expiration
Date of the Exchange Offer. This means that you must request this information no later than January 30, 2017.

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SUMMARY
The following information supplements, and should be read together with, the information contained or incorporated by reference in
other parts of this prospectus. This summary highlights selected information from this prospectus. As a result, it does not contain all the
information that may be important to you and is qualified in its entirety by more detailed information appearing elsewhere in, or incorporated
by reference into, this prospectus. You should carefully read this entire prospectus, including the documents incorporated by reference herein,
which are described under "Where You Can Find More Information" and "Incorporation of Certain Information by Reference" before
making an investment decision. You should pay special attention to the "Risk Factors" section of this prospectus and the "Risk Factors"
section of the Quarterly Report on Form 10-Q before making an investment decision.
Company Overview
General
Western Digital Corporation ("Western Digital") is a leading developer, manufacturer and provider of data storage devices and solutions
that address the evolving needs of the information technology ("IT") industry and the infrastructure that enables the proliferation of data in
virtually every industry. Our broad portfolio of offerings addresses three categories: Datacenter Devices and Solutions (capacity and
performance enterprise hard disk drives ("HDDs"), enterprise solid state drives ("SSDs"), datacenter software and system solutions); Client
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Devices (mobile, desktop, gaming and digital video hard drives, client SSDs, embedded products and wafers); and Client Solutions (removable
products, hard drive content solutions and flash content solutions). We also generate license and royalty revenue related to our intellectual
property which is included in each of the three categories.
We have a rich heritage of innovation, operational execution, deep intellectual property assets and broad research and development
("R&D") capabilities. The landscape of storage markets we serve is changing rapidly in terms of how data is being used, stored and
monetized, while data growth is continuing unabated. We estimate that on a worldwide basis, the rate at which data is generated will likely
expand at approximately 40% per annum for the next several years. We are transforming ourselves to address this growth by providing the
broadest range of storage technologies, product portfolio and global reach in the industry. Founded in 1970 and headquartered in Irvine,
California, Western Digital has approximately 11,300 engineers, and one of the technology industry's most valuable patent portfolios with
more than 13,500 patents awarded worldwide. Since 2009, we have been a Standard & Poor's, or S&P, 500 company.
Built on decades of expertise in developing leading technology and components, we are enabling enterprises to collect virtually limitless
sets of data, and helping cloud providers build more powerful, cost effective and efficient datacenters. We have relationships with the full
range of original equipment manufacturers ("OEM") and datacenter customers currently addressing storage opportunities, including storage
subsystem suppliers, major server OEMs, Internet and social media infrastructure players, and personal computer ("PC") and MacTM
OEMs. We have also built strong consumer brands by providing people with effective tools to manage fast-accumulating libraries of personal
content. We market our products primarily under the HGST, SanDisk and WD brands, and our products are sold through distribution, retail
and direct channels worldwide.
We believe we are well positioned to capitalize on the ongoing expansion in digital content generation and management. These trends
are linked directly to commercial enterprises' and consumers' increasingly ubiquitous experience with data and the increasing value of that
data. The confluence of data growth and the ability to expand the extraction of value from data are driving the need for the long-term retention
of as much data as possible for legal and regulatory purposes and for potential future refinements in a wide range of fields, including

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advertising, aerospace, e-commerce, energy, medical, mining and security surveillance. We believe the ways in which people and
organizations are creating and using data are changing and that the amount of data considered useful to store is expanding. Increasingly, more
and more digital content is being stored and managed on HDDs and SSDs in a cloud environment, and we believe we are well positioned to
continue to play a role in this transition. With a focus on innovation and value creation, our goal is to grow through continued strong
execution and with targeted investments in datacenter infrastructure, mobility and the cloud.
Two pivotal events in fiscal 2016 contributed to the ongoing strategic transformation of our company in this context:

1.
In October 2015, the Ministry of Commerce of the People's Republic of China ("MOFCOM") lifted substantially all conditions
associated with its 2012 hold separate ruling in connection with Western Digital's 2012 acquisition of the HGST subsidiary of

Hitachi, Ltd. ("Hitachi"). Prior to the October 2015 ruling by MOFCOM, we were required to operate our WD and HGST
businesses as separate subsidiaries. The October 2015 decision allowed us to integrate all HGST and WD operations and resources
except for sales forces and product brands, creating the opportunity to achieve significant efficiencies and synergies.

2.
In May 2016, we completed the acquisition (the "Merger") of SanDisk Corporation ("SanDisk"), a global leader in NAND-flash
storage solutions with a strong history of innovative flash-based product offerings. This acquisition aligned with our long-term
strategy to be a broad based, innovative and media-agnostic leader in the storage industry, and it more than doubled our addressable

market. SanDisk brings a 27-year history of innovation and expertise in non-volatile memory, systems solutions and
manufacturing. The combination enables us to vertically integrate into non-volatile memory, providing long-term access to solid
state technology at lower cost. It will also enable us to engage in R&D that focuses on blending our technologies and to create
enhanced storage solutions.
Corporate and Other Information
Our business is conducted through Western Digital Corporation, a Delaware corporation and the issuer of the New Notes offered hereby,
and its consolidated subsidiaries. Our principal executive offices are located at 3355 Michelson Drive, Suite 100, Irvine California 92612 and
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our telephone number is (949) 672-7000. Our corporate website address is www.wdc.com. We do not incorporate the information contained
on, or accessible through, our corporate website into this prospectus, and you should not consider it part of this prospectus.

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Summary of the Exchange Offer

Background
On April 13, 2016, Western Digital Corporation (the "Issuer") issued $3,350.0 million
aggregate principal amount of the Old Notes in an unregistered offering. In connection
with that offering, the Issuer entered into a registration rights agreement with respect to
the Old Notes on April 13, 2016 (the "Registration Rights Agreement"), in which it
agreed, among other things, to complete this Exchange Offer.

Under the terms of the Exchange Offer, you are entitled to exchange the Old Notes for
the New Notes evidencing the same indebtedness and with substantially similar terms.

You should read the discussion under the heading "Description of the Notes" for further
information regarding the New Notes.

The Exchange Offer
We are offering to exchange up to $3,350.0 million aggregate principal amount of the
outstanding Old Notes for like principal amount of the New Notes. In order to be
exchanged, an Old Note must be validly tendered, not validly withdrawn and accepted.
Subject to the satisfaction or waiver of the conditions of the Exchange Offer, all Old
Notes that are validly tendered and not validly withdrawn will be exchanged.

Tendering holders of the Old Notes must tender the Old Notes in minimum

denominations of $2,000 and integral multiples of $1,000 in excess thereof.

We will not pay any accrued and unpaid interest on the Old Notes that we acquire in the
Exchange Offer. Instead, interest on the New Notes will accrue from the later of (i) the
last interest payment date on which interest was paid on the Old Note surrendered in

exchange for the New Note or (ii) if the Old Note is surrendered for exchange on a date
in a period that includes the record date for an interest payment date to occur on or after
the date of such exchange and as to which interest will be paid, the date of such interest
payment date.

As of the date of this prospectus, $3,350.0 million aggregate principal amount of the Old

Notes are outstanding.

Denominations of New Notes
The New Notes will be issued in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof.

Expiration Date
The Exchange Offer will expire at 5:00 p.m., New York City time, on February 6, 2017,
unless we extend or terminate the Exchange Offer, in which case the "Expiration Date"
will mean the latest date and time to which we extend the Exchange Offer.

Settlement Date
The settlement date of the Exchange Offer will be as soon as practicable after the
Expiration Date of the Exchange Offer.

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Withdrawal of Tenders
Tenders of the Old Notes may be withdrawn at any time prior to the Expiration Date.

Conditions to the Exchange Offer
Our obligation to consummate the Exchange Offer is subject to certain customary
conditions, which we may assert or waive. See "Description of the Exchange Offer--
Conditions to the Exchange Offer."

Procedures for Tendering
To participate in the Exchange Offer, you must follow the automatic tender offer
program ("ATOP") procedures established by The Depository Trust Company ("DTC")
for tendering the Old Notes held in book-entry form. The ATOP procedures require that
the exchange agent receive, prior to the Expiration Date of the Exchange Offer, a
computer-generated message known as an "agent's message" that is transmitted through
ATOP and that DTC confirm that:

· DTC has received instructions to exchange your Old Notes; and

· you agree to be bound by the terms of the letter of transmittal.

For more details, please read "Description of the Exchange Offer--Terms of the
Exchange Offer" and "Description of the Exchange Offer--Procedures for Tendering."
If you elect to have the Old Notes exchanged pursuant to this Exchange Offer, you must

properly tender your Old Notes prior to the Expiration Date. All Old Notes validly
tendered and not validly withdrawn will be accepted for exchange. The Old Notes may
be exchanged only in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof.

Consequences of Failure to Exchange
If we complete the Exchange Offer and you do not participate in it, then:

· your Old Notes will continue to be subject to the existing restrictions upon their

transfer;

· we will have no further obligation to provide for the registration under the

Securities Act of those Old Notes except under certain limited circumstances; and

· the liquidity of the market for your Old Notes could be adversely affected.

Certain Income Tax Considerations
The exchange pursuant to the Exchange Offer will not be a taxable event for U.S.
federal income tax purposes. See "Certain U.S. Federal Income Tax Considerations" in
this prospectus.

Use of Proceeds
We will not receive any proceeds from the issuance of the New Notes in this Exchange
Offer.

Exchange Agent
U.S. Bank National Association is the exchange agent for the Exchange Offer.

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Regulatory Approvals
Other than the federal securities laws, there are no federal or state regulatory
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requirements that we must comply with and there are no approvals that we must obtain
in connection with the Exchange Offer.

Resales
Based on existing interpretations of the Securities Act by the SEC staff set forth in
several no-action letters to third parties, and subject to the immediately following
sentence, we believe New Notes issued under this Exchange Offer in exchange for the
Old Notes may be offered for resale, resold and otherwise transferred by the holders
thereof (other than holders that are broker-dealers) without further compliance with the
registration and prospectus delivery provisions of the Securities Act. However, any
holder of Old Notes that is an affiliate of the Issuer or the guarantors, or that intends to
participate in the Exchange Offer for the purpose of distributing any of the New Notes,
or any broker-dealer that purchased any of the Old Notes from the Issuer for resale
pursuant to Rule 144A or any other available exemption under the Securities Act,
(i) will not be able to rely on the interpretations of the SEC staff set forth in the above
mentioned no-action letters, (ii) will not be entitled to tender its Old Notes in the
Exchange Offer and (iii) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any sale or transfer of the Old
Notes, unless such sale or transfer is made pursuant to an exemption from such
requirements.

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Summary of the New Notes

Issuer
Western Digital Corporation, a Delaware corporation.

Securities Offered
$3,350,000,000 aggregate principal amount of 10.500% Senior Notes due 2024.

Maturity Date
The New Notes will mature on April 1, 2024.

Interest Rate
Interest on the New Notes will be payable in cash and accrue at a rate of 10.500% per
year, payable semi-annually in arrears on April 1 and October 1 of each year,
commencing on April 1, 2017. Interest on the New Notes will accrue from the later of
(i) the last interest payment date on which interest was paid on the Old Note surrendered
in exchange for the New Note or (ii) if the Old Note is surrendered for exchange on a
date in a period that includes the record date for an interest payment date to occur on or
after the date of such exchange and as to which interest will be paid, the date of such
interest payment date.

Optional Redemption
We will have the option to redeem some or all of the New Notes at any time on or after
April 1, 2019 at the redemption prices set forth in this prospectus, plus accrued and
unpaid interest, if any, to the date of redemption. We will also have the option to
redeem some or all of the New Notes at any time before April 1, 2019 at a redemption
price of 100% of the principal amount of the New Notes to be redeemed, plus a
"make-whole" premium and accrued and unpaid interest, if any, to the date of
redemption. In addition, at any time before April 1, 2019, we may redeem up to 35% of
the aggregate principal amount of the New Notes at a redemption price of 110.500% of
the principal amount of the New Notes with the proceeds from certain equity issuances,
plus accrued and unpaid interest, if any, to the date of redemption. See "Description of
the Notes--Optional Redemption."

Change of Control
If we experience specific changes of control, we may be required to offer to purchase
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the New Notes at 101% of their aggregate principal amount plus accrued and unpaid
interest thereon to the date of purchase. Our ability to purchase the New Notes upon a
change of control may be limited by the terms of the Credit Facilities. We cannot assure
you that we will have the financial resources to purchase the New Notes in such
circumstances. See "Description of the Notes--Change of Control."

Guarantees
The New Notes will be guaranteed, jointly and severally on a senior unsecured basis, by
each of our existing and future direct and indirect wholly-owned U.S. subsidiaries that
are guarantors under the Credit Facilities (as defined herein) (the "Guarantors"). See
"Description of the Notes--Subsidiary Guarantees."

Ranking
The New Notes will:

· be our general unsecured senior obligations;

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· rank equally in right of payment with all of our existing and future senior debt;

· be effectively junior in right of payment to our secured debt, including the Credit

Facilities and the Secured Notes (as defined herein), to the extent of the value of
the assets securing such debt;

· be structurally subordinated to all of the existing and future liabilities (including

trade payables) of each of our subsidiaries that do not guarantee the New Notes;
and

· be senior in right of payment to all of our existing and future subordinated debt.

As of September 30, 2016, we have approximately $10.0 billion aggregate principal
amount of secured debt outstanding. In addition we have approximately $1.0 billion of

availability under the Revolving Facility (as defined herein), all of which would be
secured by a first priority lien on the collateral.

Form and Denomination
The New Notes will be issued in fully-registered form. The New Notes will be
represented by one or more global notes, deposited with the Trustee (as defined below)
as custodian for DTC, and registered in the name of Cede & Co., DTC's nominee.
Beneficial interests in the global notes will be shown on, and any transfers will be
effective only through, records maintained by DTC and its participants.

The New Notes will be issued in minimum denominations of $2,000 and integral

multiples of $1,000 in excess thereof.

Certain Covenants
The indenture governing the New Notes will contain covenants that will, among other
things, limit our ability and the ability of our restricted subsidiaries to:

· incur additional indebtedness or issue certain preferred stock;

· pay dividends or repurchase or redeem capital stock or make other restricted

payments;

· limit dividends or other payments by our restricted subsidiaries to us or our other

restricted subsidiaries;

· incur liens;
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· enter into certain types of transactions with our affiliates; and

· consolidate or merge with or into other companies.

These and other covenants that will be contained in the indenture governing the New

Notes are subject to important exceptions and qualifications. See "Description of the
Notes--Certain Covenants."

Covenant Suspension
During any period of time that (i) the ratings assigned to the New Notes by two of
Moody's Investors Service, Inc., Standard & Poor's

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Ratings Service and Fitch Investors Services, Inc. are equal to or higher than Baa3 (or
the equivalent) and BBB- (or the equivalent), respectively, and (ii) no default or event of
default has occurred and is continuing under the indenture relating to the New Notes, we
and our restricted subsidiaries will not be subject to most of the covenants discussed
above. See "Description of the Notes--Certain Covenants--Covenant Suspension." In

the event that we and our restricted subsidiaries are not subject to such covenants for
any period of time as a result of the preceding sentence and, on any subsequent date, two
of such ratings agencies rate the New Notes below the level set forth above or a default
or event of default occurs and is continuing under the indenture relating to the New
Notes, then we and our restricted subsidiaries will thereafter again be subject to such
covenants.

Absence of Public Market for the New Notes
The New Notes are a new issue of securities and there is currently no established trading
market for the New Notes. We do not intend to apply for a listing of the New Notes on
any securities exchange or an automated dealer quotation system. Accordingly, there
can be no assurance as to the development or liquidity of any market for the New Notes.
The initial purchasers of the Old Notes have advised us that they currently intend to
make a market in the New Notes. However, they are not obligated to do so, and any
market making with respect to the New Notes may be discontinued without notice.

Governing Law
The New Notes are governed by, and construed in accordance with, the internal laws of
the State of New York.

Book-Entry Depository
The Depository Trust Company.

Trustee
U.S. Bank National Association (the "Trustee").

Risk Factors
In evaluating an investment in the New Notes, prospective investors should carefully
consider, along with the other information included in this prospectus, the specific
factors set forth under the heading "Risk Factors" in this prospectus and otherwise
incorporated by reference herein.

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RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for the three months ended September 30, 2016 and each of the five years in the period ended July 1,
2016 is set forth below. You should read this table in conjunction with the consolidated financial statements and notes incorporated by reference in
this prospectus. For the purpose of computing these ratios, "earnings" consists of the sum of income (loss) before provision for income taxes and
fixed charges, less undistributed equity in income from 50%-or-less owned affiliates; "fixed charges" consists of the sum of interest expense and
the estimated interest portion of operating lease expense.

Year ended

June 29,
June 28,
June 27,
July 3,
July 1,
Three months ended

2012
2013
2014
2015
2016
September 30, 2016
Ratio of Earnings to Fixed Charges

38.4x
17.3x
24.4x
23.9x
1.5x

(A)

(A) Due to our loss in the quarter ended September 30, 2016, the ratio was less than 1:1. The deficiency in earnings necessary to achieve a 1:1
ratio was $272 million.

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RISK FACTORS
Investing in the New Notes involves risk. In addition to the other information included or incorporated by reference in this prospectus,
including the matters addressed under "Cautionary Statement Regarding Forward-Looking Statements," you should carefully consider the risks
and uncertainties described below, as well as the risks discussed in our public filings with the SEC (including under the heading "Risk Factors" in
the Quarterly Report on Form 10-Q), before deciding to participate in the Exchange Offer and to invest in the New Notes. The risks and
uncertainties described below and incorporated by reference into this prospectus are not the only ones related to our business, the Exchange Offer
or the New Notes. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially and
adversely affect our business operations, results of operations, financial condition, liquidity or prospects. The trading price of the New Notes could
decline due to the materialization of any of these risks, and you may lose all or part of your original investment in the New Notes.
Risks Relating to Our Indebtedness and the New Notes
The incurrence of substantial indebtedness in connection with the financing of the Merger may have an adverse impact on our liquidity, limit
our flexibility in responding to other business opportunities and increase our vulnerability to adverse economic and industry conditions.
In connection with the Merger, we substantially increased our indebtedness, which could adversely affect our ability to fulfill our obligations
and have a negative impact on our financing options and liquidity position. On April 13, 2016, we issued $1,875.0 million in senior secured notes
due 2023 (the "Secured Notes") and $3,350.0 million in the Old Notes. We also entered into new senior credit facilities on April 29, 2016 (the
"Credit Facilities") under which we had $8.1billion aggregate principal amount outstanding as of September 30, 2016. As of September 30, 2016,
we had $13.4 billion aggregate principal amount of total indebtedness and we had $1.0 billion of additional borrowing availability under our
revolving credit facility. The proceeds from the notes issuance and new credit facilities were used to pay part of the purchase price for the Merger,
refinance existing indebtedness of Western Digital and SanDisk and pay related transaction-related fees and expenses.
Our high debt balances could have significant consequences, which include, but are not limited to, the following:

·
limiting our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or other general

corporate purposes;

·
requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing

the amount of cash flows available for working capital, capital expenditures, acquisitions, R&D and other general corporate purposes;

·
limiting our ability to refinance our indebtedness on terms acceptable to us or at all;

·
imposing restrictive covenants on our operations;

·
if we breach the covenants under our debt agreements, causing an event of default under the applicable indebtedness, which, if not

cured or waived, could result in us having to repay our indebtedness before their due dates or result in cross defaults;

https://www.sec.gov/Archives/edgar/data/106040/000119312517004684/d297623d424b3.htm[1/9/2017 8:16:58 AM]

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