Western Digital Corporation (NASDAQ:WDC) Files An 8-K Other Events
Item 8.01.
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Other Events.
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On April 13, 2016, Western Digital Corporation (Western Digital)
issued $3.35 billion>aggregate principal amount of its 10.500%
senior unsecured notes due 2024>(the Senior Unsecured Notes)
in a transaction exempt from the registration requirements of the
Securities Act of 1933, as amended (the Securities Act). Western
Digital>plans to file a Registration Statement on Form S-4
relating to an offer to exchange the Senior Unsecured
Notes>for new $3.35 billion>aggregate principal amount of
10.500% senior notes due 2024 that will be registered under the
Securities Act (the Exchange Notes).
issued $3.35 billion>aggregate principal amount of its 10.500%
senior unsecured notes due 2024>(the Senior Unsecured Notes)
in a transaction exempt from the registration requirements of the
Securities Act of 1933, as amended (the Securities Act). Western
Digital>plans to file a Registration Statement on Form S-4
relating to an offer to exchange the Senior Unsecured
Notes>for new $3.35 billion>aggregate principal amount of
10.500% senior notes due 2024 that will be registered under the
Securities Act (the Exchange Notes).
In connection with the Registration Statement on Form S-4,
Western Digital>is filing this Current Report on Form 8-K for
the purpose of including certain condensed consolidating
financial information regarding the issuer, the guarantor
subsidiaries and the non-guarantor subsidiaries of the Senior
Unsecured Notes>and the Exchange Notes>required by Rule
3-10(f) of Regulation S-X, as well as the unaudited pro forma
condensed combined statement of income for the fiscal year ended
July 1, 2016 giving effect to Western Digitals acquisition of
SanDisk Corporation (SanDisk).
Western Digital>is filing this Current Report on Form 8-K for
the purpose of including certain condensed consolidating
financial information regarding the issuer, the guarantor
subsidiaries and the non-guarantor subsidiaries of the Senior
Unsecured Notes>and the Exchange Notes>required by Rule
3-10(f) of Regulation S-X, as well as the unaudited pro forma
condensed combined statement of income for the fiscal year ended
July 1, 2016 giving effect to Western Digitals acquisition of
SanDisk Corporation (SanDisk).
To provide the condensed consolidating financial information,
Western Digital>has updated (a) the audited consolidated
financial statements in Item 8, Financial Statements and
Supplementary Data, included in Western Digitals Annual Report on
Form 10-K for the fiscal year ended July 1, 2016, filed with the
Securities and Exchange Commission (the SEC) on August 29, 2016,
to include Note 20, Separate Financial Information of Guarantor
Subsidiaries (the Updated 2016 Financial Statements) and (b) the
unaudited condensed consolidated financial statements in Item 1
of Part I, Financial Information, included in Western Digitals
Quarterly Report on Form 10-Q for the quarter ended September 30,
2016, filed with the SEC on November 8, 2016, to include Note 16,
Separate Financial Information of Guarantor Subsidiaries (the
Updated 2016 Quarterly Financial Statements). This updated
information summarizes financial information for Western Digital,
Western Digitals guarantor subsidiaries on a combined basis and
Western Digitals non-guarantor subsidiaries on a combined basis.
Western Digital>has updated (a) the audited consolidated
financial statements in Item 8, Financial Statements and
Supplementary Data, included in Western Digitals Annual Report on
Form 10-K for the fiscal year ended July 1, 2016, filed with the
Securities and Exchange Commission (the SEC) on August 29, 2016,
to include Note 20, Separate Financial Information of Guarantor
Subsidiaries (the Updated 2016 Financial Statements) and (b) the
unaudited condensed consolidated financial statements in Item 1
of Part I, Financial Information, included in Western Digitals
Quarterly Report on Form 10-Q for the quarter ended September 30,
2016, filed with the SEC on November 8, 2016, to include Note 16,
Separate Financial Information of Guarantor Subsidiaries (the
Updated 2016 Quarterly Financial Statements). This updated
information summarizes financial information for Western Digital,
Western Digitals guarantor subsidiaries on a combined basis and
Western Digitals non-guarantor subsidiaries on a combined basis.
The Updated 2016 Financial Statements>and Updated 2016
Quarterly Financial Statements>are set forth as Exhibit 99.1
and Exhibit 99.2, respectively, to this Current Report on Form
8-K and will be incorporated by reference in the Registration
Statement on Form S-4. Information included in the Updated 2016
Financial Statements>and Updated 2016 Quarterly Financial
Statements>not affected by this Current Report on Form 8-K
remains unchanged and reflects the disclosures made at the time
of filing. Accordingly, this Current Report on Form 8-K should
only be read in conjunction with the other information that
Western Digital>has filed with the SEC since Western
Digital>originally filed its 2016 Annual Report on Form 10-K
on August 29, 2016>and its Quarterly Report on Form 10-Q for
the quarter ended September 30, 2016>on November 8, 2016.
Quarterly Financial Statements>are set forth as Exhibit 99.1
and Exhibit 99.2, respectively, to this Current Report on Form
8-K and will be incorporated by reference in the Registration
Statement on Form S-4. Information included in the Updated 2016
Financial Statements>and Updated 2016 Quarterly Financial
Statements>not affected by this Current Report on Form 8-K
remains unchanged and reflects the disclosures made at the time
of filing. Accordingly, this Current Report on Form 8-K should
only be read in conjunction with the other information that
Western Digital>has filed with the SEC since Western
Digital>originally filed its 2016 Annual Report on Form 10-K
on August 29, 2016>and its Quarterly Report on Form 10-Q for
the quarter ended September 30, 2016>on November 8, 2016.
The unaudited pro forma condensed combined statement of income of
Western Digital>for the fiscal year ended July 1,
2016>giving effect to the SanDisk>acquisition is set forth
as Exhibit 99.3 to this Current Report on Form 8-K and will be
incorporated by reference in the Registration Statement on Form
S-4.
Western Digital>for the fiscal year ended July 1,
2016>giving effect to the SanDisk>acquisition is set forth
as Exhibit 99.3 to this Current Report on Form 8-K and will be
incorporated by reference in the Registration Statement on Form
S-4.
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Item 9.01.
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Financial Statements and Exhibits.
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(b)
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Pro forma financial information
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Exhibit 99.3 to this report presents the unaudited pro forma
condensed combined statement of income of Western Digital for the
fiscal year ended July 1, 2016 giving effect to the SanDisk
acquisition.
condensed combined statement of income of Western Digital for the
fiscal year ended July 1, 2016 giving effect to the SanDisk
acquisition.
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(d)
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Exhibits
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23.1 Consent of KPMG LLP, independent registered public
accounting firm for Western Digital.>
accounting firm for Western Digital.>
99.1 Updated Item 8. Financial Statements and Supplementary Data
in the Fiscal Year 2016 Form 10-K.>
in the Fiscal Year 2016 Form 10-K.>
99.2 Updated Item 1. Financial Statements in the First Quarter
2017 Form 10-Q.>
2017 Form 10-Q.>
99.3 Unaudited Pro Forma Condensed Combined Statement of Income
for Fiscal Year 2016 giving effect to the SanDisk
acquisition.>
for Fiscal Year 2016 giving effect to the SanDisk
acquisition.>
101.INS XBRL Instance Document.>
101.SCH XBRL Taxonomy Extension Schema Document.>
101.CAL XBRL Taxonomy Extension Calculation Linkbase
Document.>
Document.>
101.LAB XBRL Taxonomy Extension Label Linkbase Document.>
101.PRE XBRL Taxonomy Extension Presentation Linkbase
Document.>
Document.>
101.DEF XBRL Taxonomy Extension Definition Linkbase Document.>
About Western Digital Corporation (NASDAQ:WDC)