8-KOther EventsExhibits & Filings

WESTERN DIGITAL CORP 8-K Report, Corporate Update (Oct 23, 2006)

Filed October 23, 2006For Securities:WDC

Summary

Western Digital Corporation (WDC) filed an 8-K on October 23, 2006, detailing the findings of a voluntary review of its historical stock option grants conducted by a Special Committee of independent directors. The review covered the period from July 1, 1997, to June 30, 2006. While the committee found no evidence of intentional manipulation to avoid compensation expense or misconduct by current management, it identified 28 option grants made between fiscal years 1998 and 2003 where the accounting measurement date differed from the stated grant date. For 19 of these grants, the stock price on the appropriate measurement date was higher than on the originally stated grant date, necessitating a recognition of approximately $21 million in additional stock-based compensation and tax-related expenses. The majority of these expenses would have been recognized by the end of fiscal 2003. The company is continuing to review these findings with its independent auditors and has informed the SEC. While WDC anticipates no material adjustment to fiscal 2005 and 2006 operating results, it is still assessing the impact on historical financial statements.

Key Highlights

  • 1WDC conducted a three-month voluntary review of historical stock option grants (July 1, 1997 - June 30, 2006) led by an independent Special Committee.
  • 2No evidence found of intentional manipulation of grant dates to avoid expenses or misconduct by current management.
  • 3Identified 28 option grants with differing accounting measurement dates from stated grant dates between FY1998-FY2003.
  • 419 of these grants require recognition of approximately $21 million in additional stock-based compensation and tax-related expenses.
  • 5The majority of these additional expenses are attributable to grants made by the end of fiscal 2003.
  • 6The company is working with auditors to determine the accounting impact and has notified the SEC.
  • 7Three purported shareholder derivative lawsuits have been filed challenging option-granting practices.

Frequently Asked Questions

This 8-K filing addresses the findings of a voluntary review by Western Digital's Special Committee concerning historical stock option grants. The review identified instances where the accounting measurement date for option grants differed from the stated grant date, potentially requiring adjustments to past financial statements for stock-based compensation and tax expenses.

The Special Committee found no evidence that anyone manipulated grant documentation or dates to avoid compensation expense, nor did it find any misconduct by any member of the Company's current management team.

The company preliminarily determined that approximately $21 million in stock-based and tax-related expenses should have been recognized for 19 affected option grants. The majority of these expenses would have been recognized by the end of fiscal 2003.

WDC is implementing process and control improvements for stock option grants based on the Special Committee's recommendations. The company is also continuing its review with independent auditors to determine how accounting adjustments will be reflected in its financial statements and has informed the SEC of the investigation's conclusions.