WDC » Topics » If our internal controls are found to be ineffective, our financial results or our stock price may be adversely affected.

These excerpts taken from the WDC 10-K filed Aug 20, 2008.
If our internal controls are found to be ineffective, our financial results or our stock price may be adversely affected.
 
Our most recent evaluation resulted in our conclusion that as of June 27, 2008, in compliance with Section 404 of the Sarbanes-Oxley Act of 2002, our internal control over financial reporting was effective. We believe that we currently have adequate internal control procedures in place for future periods; however, if our internal control over financial reporting is found to be ineffective, investors may lose confidence in the reliability of our financial statements, which may adversely affect our financial results or our stock price.


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Item 1B.   Unresolved Staff Comments
 
Not applicable.
 
Item 2.   Properties
 
Our corporate headquarters are located in Lake Forest, California. The Lake Forest facilities consist of approximately 257,000 square feet of leased space and house our management, research and development, administrative and sales staff. In addition, in Fremont, California, we own facilities consisting of approximately 286,000 square feet, which we use for head wafer fabrication, research and development and warehousing. In San Jose, California, we lease facilities consisting of approximately 401,000 square feet, which we use for research and development. In Longmont, Colorado, we lease one facility consisting of approximately 23,000 square feet, which we use for research and development. In addition, we lease one facility in Irvine, California, which consists of approximately 60,000 square feet, which we use as a hard drive return and refurbishing center. We also lease office space in various other locations throughout the world primarily for research and development and sales and technical support.
 
We own manufacturing facilities in Kuala Lumpur, Malaysia, of approximately 575,000 square feet, which we use for assembly of hard drives, printed circuit boards and HSAs, and facilities in Penang, Johor and Sarawak, Malaysia, of approximately 1,343,000 square feet, which we use for our media operations. We also own manufacturing facilities in Navanakorn, Thailand, of approximately 226,000 square feet, which we use for assembly of hard drives and HSAs, and facilities in Bang Pa-In, Thailand, of approximately 901,000 square feet, which we use for slider fabrication, the assembly of hard drives, HGAs and HSAs, and research and development.
 
We believe our present facilities are adequate for our current needs, although the process of upgrading our facilities to meet technological and market requirements is expected to continue. New manufacturing facilities, in general, can be developed and become operational within approximately nine to eighteen months should we require such additional facilities.
 
Item 3.   Legal Proceedings
 
For a description of our legal proceedings, see Part II, Item 8, Note 5 in our Notes to Consolidated Financial Statements, which is incorporated by reference in response to this item.
 
Item 4.   Submission of Matters to a Vote of Security Holders
 
No matters were submitted to a vote of security holders during the fourth quarter of 2008.


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Item 1B.  

Unresolved
Staff Comments



 



Not applicable.


 















Item 2.  

Properties


 



Our corporate headquarters are located in Lake Forest,
California. The Lake Forest facilities consist of approximately
257,000 square feet of leased space and house our
management, research and development, administrative and sales
staff. In addition, in Fremont, California, we own facilities
consisting of approximately 286,000 square feet, which we
use for head wafer fabrication, research and development and
warehousing. In San Jose, California, we lease facilities
consisting of approximately 401,000 square feet, which we
use for research and development. In Longmont, Colorado, we
lease one facility consisting of approximately
23,000 square feet, which we use for research and
development. In addition, we lease one facility in Irvine,
California, which consists of approximately 60,000 square
feet, which we use as a hard drive return and refurbishing
center. We also lease office space in various other locations
throughout the world primarily for research and development and
sales and technical support.


 



We own manufacturing facilities in Kuala Lumpur, Malaysia, of
approximately 575,000 square feet, which we use for
assembly of hard drives, printed circuit boards and HSAs, and
facilities in Penang, Johor and Sarawak, Malaysia, of
approximately 1,343,000 square feet, which we use for our
media operations. We also own manufacturing facilities in
Navanakorn, Thailand, of approximately 226,000 square feet,
which we use for assembly of hard drives and HSAs, and
facilities in Bang Pa-In, Thailand, of approximately
901,000 square feet, which we use for slider fabrication,
the assembly of hard drives, HGAs and HSAs, and research and
development.


 



We believe our present facilities are adequate for our current
needs, although the process of upgrading our facilities to meet
technological and market requirements is expected to continue.
New manufacturing facilities, in general, can be developed and
become operational within approximately nine to eighteen months
should we require such additional facilities.


 















Item 3.  

Legal
Proceedings



 



For a description of our legal proceedings, see Part II,
Item 8, Note 5 in our Notes to Consolidated Financial
Statements, which is incorporated by reference in response to
this item.


 















Item 4.  

Submission
of Matters to a Vote of Security Holders



 



No matters were submitted to a vote of security holders during
the fourth quarter of 2008.





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If our internal controls are found to be ineffective, our financial results or our stock price may be adversely affected.
 
Our most recent evaluation resulted in our conclusion that as of June 29, 2007, in compliance with Section 404 of the Sarbanes-Oxley Act of 2002, our internal controls over financial reporting were effective. We believe that we currently have adequate internal control procedures in place for future periods; however, if our internal controls are found to be ineffective, our financial results or our stock price may be adversely affected.
 
Item 1B.   Unresolved Staff Comments
 
Not applicable.


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Item 2.   Properties
 
Our corporate headquarters are located in Lake Forest, California. The Lake Forest facilities consist of approximately 257,000 square feet of leased space and house our management, research and development, administrative and sales staff. In addition, in Fremont, California, we own facilities consisting of approximately 189,000 square feet, and we lease facilities consisting of approximately 97,000 square feet, that we use for head wafer fabrication, research and development and warehousing. In San Jose, California, we lease facilities consisting of approximately 217,100 square feet, primarily for research and development activities. Following our planned acquisition of Komag, we will lease additional facilities in San Jose consisting of approximately 193,469 square feet, which we intend to use for media research and development and warehousing. In addition, we lease one facility in Irvine, California, which consists of approximately 60,000 square feet that we use as a hard drive return and refurbishing center. We also lease office space in various other locations throughout the world primarily for sales and technical support.
 
We own manufacturing facilities in Kuala Lumpur, Malaysia of approximately 484,000 square feet, which we use for assembly of hard drives, printed circuit boards and HSAs. We also own manufacturing facilities in Navanakorn, Thailand, of approximately 226,000 square feet, which we use for assembly of hard drives and HSAs, and facilities in Bang Pa-In, Thailand, consisting of four buildings with approximately 902,000 square feet, which we use for slider fabrication, the assembly of hard drives, HGAs and HSAs, and research and development. Following our planned acquisition of Komag, we will also own four additional manufacturing facilities in Penang, Johor and Sarawak, Malaysia of approximately 1,303,000 square feet, which we intend to use for our media operations.
 
We believe our present facilities are adequate for our current needs, although the process of upgrading our facilities to meet technological and market requirements is expected to continue. New manufacturing facilities, in general, can be developed and become operational within approximately nine to eighteen months should we require such additional facilities.
 
Item 3.   Legal Proceedings
 
For a description of our legal proceedings, see Note 5 of our Audited Condensed Consolidated Financial Statements, which is incorporated by reference in response to this item.
 
Item 4.   Submission of Matters to a Vote of Security Holders
 
No matters were submitted to a vote of security holders during the fourth quarter of 2007.


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If our internal controls are found to be ineffective, our financial results or our stock price may be adversely affected.
 
Our evaluation resulted in our conclusion that as of June 30, 2006, in compliance with Section 404 of the Sarbanes-Oxley Act of 2002, our internal controls over financial reporting were effective. We believe that we currently have


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adequate internal control procedures in place for future periods; however, if our internal controls are found to be ineffective, our financial results or our stock price may be adversely affected.
 
Item 1B.   Unresolved Staff Comments
 
Not applicable.
 
Item 2.   Properties
 
Our corporate headquarters are located in Lake Forest, California. The Lake Forest facilities consist of approximately 257,000 square feet of leased space and house our management, research and development, administrative and sales personnel. In addition, in Fremont, California, we own facilities consisting of approximately 189,000 square feet, and we lease facilities consisting of approximately 97,000 square feet, that we use for head wafer fabrication, research and development and warehousing. We also lease approximately 213,000 square feet in San Jose, California, primarily for research and development activities. In addition, we lease one facility in Irvine, California, which consists of approximately 60,000 square feet that we use as a hard drive return and refurbishing center. We also lease office space in various other locations throughout the world primarily for sales and technical support.
 
We own a manufacturing facility in Kuala Lumpur, Malaysia of approximately 484,000 square feet, which is used for assembly of hard drives, printed circuit boards and HSAs. We also own a manufacturing facility in Navanakorn, Thailand, consisting of approximately 226,000 square feet, which is used for assembly of hard drives. In addition, we own a facility in Bang Pa-In, Thailand, consisting of four buildings with approximately 902,000 square feet, which is used for slider fabrication, the assembly of hard drives, HGAs and HSAs, and research and development.
 
We believe our present facilities are adequate for our current needs, although the process of upgrading our facilities to meet technological and market requirements is expected to continue. New manufacturing facilities, in general, can be developed and become operational within approximately nine to eighteen months should we require such additional facilities.
 
Item 3.   Legal Proceedings
 
In the normal course of business, we are subject to legal proceedings, lawsuits and other claims. We believe that any monetary liability or financial impact to us from these matters or the specified matters below, individually and in the aggregate, beyond what we have provided for at June 30, 2006, would not be material to our financial condition. However, the ultimate amount of monetary liability or financial impact with respect to these matters is very uncertain and difficult to predict, and could therefore differ materially from our expectations.
 
The following purported shareholder derivative actions have been filed challenging conduct by certain of our current and former board members and officers in connection with various stock option grants:
 
  •  Dreyfuss v. Massengill, et al., Case No. SACV 06-729 AG (RNGx), United States District Court for the Central District of California, filed August 9, 2006 and Kastella and Sakamoto v. Mercer, et al., Case No. SACV 06-868 CJC (MLGx), United States District Court for the Central District of California, filed September 14, 2006. The plaintiffs in the Dreyfuss and Kastella and Sakamoto actions jointly filed an amended complaint on September 29, 2006 asserting claims for violations of Sections 14(a) and 20(a) of the Securities Exchange Act, accounting, breach of fiduciary duty and/or aiding and abetting, constructive fraud, waste of corporate assets, unjust enrichment, rescission, breach of contract, and violation of the California Corporations Code in connection with our option granting practices. We have been advised by plaintiffs’ counsel that the parties intend to consolidate the Dreyfuss action with the Kastella and Sakamoto action.
 
  •  Mason v. Massengill, et al, Case No. CV06-6845 PA (RZx), United States District Court for the Central District of California, filed October 27, 2006. The complaint asserts claims for violations of Section 14(a) of the Securities Exchange Act, accounting, breach of fiduciary duty and/or aiding and abetting, abuse of control, gross mismanagement, constructive fraud, waste of corporate assets, unjust enrichment, rescission, and violation of the California Corporations Code in connection with our option granting practices.


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  •  Lasker v. Massengill, et al., Case No. 06-CC-00159, Superior Court of the State of California for the County of Orange, filed August 14, 2006. The complaint asserts causes of action for breach of fiduciary duty, accounting, abuse of control, gross mismanagement, constructive fraud, corporate waste, unjust enrichment, and rescission in connection with our option granting practices.
 
  •  Rosen v. Shakeel, et al., Case No. 06CC00234, Superior Court of the State of California for the County of Orange, filed November 6, 2006. The complaint asserts causes of action for unjust enrichment, breach of fiduciary duty, violations of the California Corporations Code, abuse of control, gross mismanagement, waste of corporate assets, accounting, rescission, and constructive trust in connection with our option granting practices.
 
We have joined the other defendants in filing a motion to dismiss the Dreyfuss and Kastella and Sakamoto actions.
 
Item 4.   Submission of Matters to a Vote of Security Holders
 
No matters were submitted to a vote of security holders during the fourth quarter of 2006.


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