1 ============================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------------------------------- FORM 11-K [X] Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 [Fee Required] For the fiscal year ended June 30, 1994 OR [ ] Transition Report pursuant to Section 15(d) of the Securities Exchange Act of 1934 [No Fee Required] For the transition period from _____ to _____ Commission File Number 1-8703 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: WESTERN DIGITAL CORPORATION 8105 Irvine Center Drive Irvine, California 92718 2 INTRODUCTION Western Digital Corporation has established the Western Digital Corporation Savings and Profit Sharing Plan (the "Plan"). The Plan is a cash or deferred arrangement plan intended to qualify under Section 401(k) of the Internal Revenue Code of 1986, as amended. REQUIRED INFORMATION I. Financial Statements: These statements are listed in the Index to the Financial Statements. II. Exhibits: Consent of Independent Auditors. 2 3 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Irvine, State of California, on the 23rd day of December, 1994. WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN By: DUSTON M. WILLIAMS -------------------------------- Duston M. Williams Chairman of the Retirement Plan Committee 3 4 WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN INDEX TO FINANCIAL STATEMENTS AND SCHEDULES Schedules of Prohibited Transactions, Obligations in Default and Leases in Default are not included herein because there were no such transactions during the period. 4
Page ---- Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Statements of Net Assets Available for Plan Benefits as of June 30, 1994 and 1993 . . . . . . . . . . . 6 Statements of Changes in Net Assets Available for Plan Benefits for the year ended June 30, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8-14 Schedule I -- Item 27a -- Schedule of Assets Held for Investment Purposes . . . . . . . . . . . . . . 15 Schedule II -- Item 27d -- Schedule of Reportable Transactions . . . . . . . . . . . . . . . . . . . . 16 5 INDEPENDENT AUDITORS' REPORT Retirement Plan Committee Western Digital Corporation Savings and Profit Sharing Plan: We have audited the accompanying statements of net assets available for plan benefits of the Western Digital Corporation Savings and Profit Sharing Plan (the "Plan") as of June 30, 1994 and 1993 and the related statements of changes in net assets available for plan benefits for the years then ended, as listed in the accompanying index. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Western Digital Corporation Savings and Profit Sharing Plan as of June 30, 1994 and 1993, and the changes in net assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information in Schedules I and II are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. KPMG PEAT MARWICK LLP Orange County, California November 11, 1994 5 6 WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS The accompanying notes are an integral part of these financial statements. 6
June 30, ------------------------------------- 1994 1993 ----------- ----------- Assets Investments, at current value: (Notes 1, 2, 4 and 5) Debt and equity securities . . . . . . . . . . . . $40,388,234 $21,321,129 Guaranteed investment contracts . . . . . . . . . . 531,073 7,365,102 Participant loans . . . . . . . . . . . . . . . . . 1,926,649 1,230,230 ----------- ----------- Total investments . . . . . . . . . . . . . . 42,845,956 29,916,461 Cash and cash equivalents . . . . . . . . . . . . . . . 770,409 1,235,055 Receivables Participants' contribution . . . . . . . . . . . . 491,912 512,991 Employer's contribution . . . . . . . . . . . . . 147,369 164,621 Employer's profit sharing contribution . . . . . . 1,732,762 -- Interest . . . . . . . . . . . . . . . . . . . . . 56,521 129,956 ----------- ----------- Total assets . . . . . . . . . . . . . . . . . . . 46,044,929 31,959,084 ----------- ----------- Net assets available for Plan benefits . . . . . . . . . . . $46,044,929 $31,959,084 =========== =========== 7 WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS The accompanying notes are an integral part of these financial statements. 7
Year Ended June 30, ------------------------------------ 1994 1993 ----------- ----------- Additions to net assets: Participant contributions . . . . . . . . . . . . . $ 6,599,056 $ 5,917,054 Employer contributions . . . . . . . . . . . . . . 1,878,373 1,733,772 Employer profit sharing contributions . . . . . . . 2,522,054 1,163,649 Transfers from ESOP Fund (Note 2) . . . . . . . . . 3,323,036 -- Interest and dividend income . . . . . . . . . . . 2,915,167 2,192,308 Realized/unrealized gain . . . . . . . . . . . . . 4,456,026 254,669 ----------- ----------- Total additions . . . . . . . . . . . . . . . 21,693,712 11,261,452 ----------- ----------- Deductions from net assets: Participant distributions paid . . . . . . . . . . 7,607,867 1,560,383 ----------- ----------- Total deductions . . . . . . . . . . . . . . . 7,607,867 1,560,383 ----------- ----------- Increase in net assets available for Plan benefits . . . . . . . . . . . . 14,085,845 9,701,069 Net assets available for Plan benefits at beginning of year . . . . . . . . . . . . . . . . . 31,959,084 22,258,015 ----------- ----------- Net assets available for Plan benefits at end of year . . . . . . . . . . . . . . . . . . . . $46,044,929 $31,959,084 =========== =========== 8 WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements of the Western Digital Corporation Savings and Profit Sharing Plan (the "Plan") have been prepared on an accrual basis of accounting and present the net assets available for Plan benefits as of June 30, 1994 and 1993 and changes in net assets available for Plan benefits for the years ended June 30, 1994 and 1993. Certain prior year amounts have been reclassified to conform to the current year presentation. Valuation of Investments Investments in marketable securities and common stock traded on national security exchanges are valued at current market values, determined through reference to public market information on the last business day of the Plan's fiscal year. Securities not traded on the last business day are valued at the last reported bid price. Insurance company guaranteed annuity and investment contracts, mutual funds, bank short-term investment funds and time deposits are valued at cost plus accrued interest which approximates market. Participant loans are carried at their contract value which is equal to fair market value. Income Tax Status The Plan administrator is currently in the process of applying for a determination letter for the Plan. However, the Company believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, it believes that the Plan was qualified and the trust was tax-exempt as of June 30, 1994. (2) DESCRIPTION OF THE PLAN General The Plan is a defined contribution plan as defined by the Employee Retirement Income Security Act of 1974. Participants should refer to the Plan document for a more complete description of the Plan's provisions. Contributions U.S. based employees of the Company who have completed at least six months of service are eligible to participate in the Plan and to receive employer matching contributions. Eligible employees may elect to contribute up to 14% of their compensation on a pretax basis (as defined) for investment in five funds, provided that contributions do not exceed Internal Revenue Service limitations. The Company may make contributions equal to 50% of participant contributions to the Plan for contributions which are limited to 5% of the participant's compensation. The Company may also make additional contributions at its discretion. The Company may suspend matching contributions when it does not have sufficient net profits to make the applicable matching contribution. Contributions to the Plan are recorded when the Company makes payroll deductions from Plan participants and accrues employer matching or additional contributions. 8 9 WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) Investments Participants designate their contributions, and those made by the Company, for investment in any or all of five funds. The Puritan Fund purchases shares in the Fidelity Puritan Mutual Fund, which invests primarily in common and preferred stocks and bonds of corporations with an emphasis on growth. The Magellan Fund purchases shares in the Fidelity Magellan Mutual Fund, which invests primarily in common stocks and securities convertible into common stock of corporations with an emphasis on capital appreciation. The Fixed Interest Fund invests in guaranteed annuity and investment contracts issued by insurance companies and, beginning in 1994, income mutual funds. The Western Digital Common Stock Fund invests in the Company's common stock. The Western Digital Bond Fund invests in the Company's 9% Convertible Subordinated Debentures. All five funds temporarily may hold interest-bearing short-term cash equivalents. Participants may transfer all or a portion of the balance in their accounts from one investment fund to any of the other investment funds quarterly. Included in investments are amounts allocated to accounts of persons who have withdrawn from participation in the operations of the Plan. Such amounts are classified as components of net assets available for Plan benefits at June 30, 1994 and 1993 in the amounts of $680,264 and $947,448, respectfully. Such amounts are shown as accrued liabilities in the Plan's Form 5500. In October 1994, the Company terminated the Western Digital Bond Fund. Participants holding investments in the Western Digital Bond Fund designated their holdings to be transferred to the four remaining investment fund options. Transfer from ESOP Fund During 1994, the Western Digital Corporation Employee Stock Ownership Plan (the "ESOP") was terminated and distributions were either paid to the participants or transferred to the participants' designated funds in the Plan. Cash and common stock totalling $3,323,036 were transferred from the ESOP to the Plan. Participant Loans Loans can be made to a participant up to an amount equal to the lesser of $50,000 or 50% of a participant's vested account balance. The loans bear interest at 1% above the current prime rate published by First Interstate Bank and are generally payable in installments over periods ranging from one to five years, unless the loan is used for the purchase of a primary residence, in which case the repayment period may be up to ten years. Principal and interest payments are allocated to the participant's accounts in the same manner as their current contributions. The Plan allows participants to have only one active loan at a time. Interest charged on employee loans during 1994 ranged from 7.0% to 8.25%. Participant Accounts A separate account is maintained for each participant in each designated fund. Each account is adjusted monthly for contributions and quarterly for net investment income or loss. Net investment income or loss is allocated to the accounts in the same proportion as the participant's average account balance invested in the fund (as defined in the Plan) bears to the total of all participants' average account balances invested in the fund. 9 10 WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) Payment of Benefits Upon termination, participants receive a lump-sum payment in cash and/or shares of the Company's common stock. The nonvested portion of terminated participants' accounts is forfeited subject to a five-year reinstatement period. Forfeitures are allocated annually to remaining participants in the same ratio as the total of such forfeitures as each participant's compensation for the plan year bears to the total compensation for the plan year of all participants eligible to share in the allocation. Certain restrictions apply to withdrawls of amounts from the Plan while a participant continues to be employed by the Company. Vesting Participants are at all times one hundred percent vested in the value of their voluntary contributions account. A participant is fully vested in the Company's contributions and earnings thereon after five years of vesting service or upon retirement (at normal retirement age), permanent disability or death. The Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of the Employee Retirement Income Security Act of 1974. In the event of Plan termination, participants will become fully vested in their accounts. Administration of the Plan The Retirement Plan Committee (the "Committee"), appointed by the Board of Directors and consisting of at least three members, has the authority to control and manage the operation and administration of the Plan. The assets of the Plan are held in a non-discretionary trust by First Interstate Bank as trustee and are administered under a trust agreement which requires that the trustee hold, administer and distribute the funds of the Plan in accordance with the text of the Plan and the instructions of the Committee or its designees. The compensation or fees of accountants, counsel and other specialists and any other costs of administering the Plan or the trust are paid by the Company or charged to the trust at the discretion of the Company. (3) PROFIT SHARING FEATURE The Company adopted an annual profit sharing feature effective beginning with the Company's 1992 fiscal year. All eligible domestic employees of the Company who are credited with at least 1,000 hours of service during the Company's fiscal year and who are employed on the last day of such year are eligible to participate in the Profit Sharing Plan. The amount of profit sharing paid to participants is dependent upon their base compensation levels and the length of time during the fiscal year that they are employed by the Company. Each eligible participant's allocation of the Company's profit sharing contribution is deposited to an individual profit sharing account established under the Savings and Profit Sharing Plan for such participant in an amount not exceeding 4% of such participant's annual salary, and the excess allocable to such participant, if any is paid as a fiscal year-end cash bonus. Company contributions deposited into profit sharing accounts for each employee vest 20% for each year of service, and become fully vested after five years of services or upon retirement, death or disability. Benefits are generally payable following retirement, disability, death, hardship or termination of employment. In July 1992, the Board of Directors amended the Savings and Profit Sharing Plan to provide for semi-annual fiscal year contributions to participants and participants' accounts. In fiscal year 1994, the first contribution was made after announcement of financial results for the first six months of the fiscal year and the second contribution was made upon completion of audited results for the fiscal year. During 1994 and 1993, the Company authorized 8% of any pre-tax profits (adjusted in the discretion of the Board for extraordinary items) to be allocated to the participants. In 1994 and 1993, the Company contributed 10 11 WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) $2,522,054 and $1,163,649, respectively, to the Profit Sharing Plan. The Company will return to an annual profit sharing contribution beginning with fiscal year 1995. Commencing in fiscal year 1995, all employees who are employed by the Company at fiscal year end are eligible to participate in profit sharing. Eligibility may also apply to employees who have retired, become disabled or died prior to year end. Executive officers participate in profit sharing, but commencing in fiscal year 1995, the amount of profit sharing awarded to executive officers and other participants in the Incentive Compensation Plan for Management will be limited to a maximum of 10% of their eligible compensation as defined for profit sharing purposes. (4) INVESTMENTS The Plan's investments consist of the following at June 30, 1994: 11
Shares Current Held Cost Value ------- ----------- ----------- Puritan Fund: Fidelity Puritan Mutual Fund . . . . . . . . . . 578,971 $ 8,825,378 $ 8,997,213 ----------- ----------- Magellan Fund: Fidelity Magellan Mutual Fund . . . . . . . . . . 218,437 14,489,552 13,966,839 ----------- ----------- Fixed Interest Fund: Insurance company guaranteed investment contract, interest at 8.17% . . . -- 531,073 531,073 Income mutual fund . . . . . . . . . . . . . . . -- 10,527,827 10,527,827 ----------- ----------- 11,058,900 11,058,900 ----------- ----------- Western Digital Common Stock Fund . . . . . . . . . 470,640 3,053,138 6,000,660 ----------- ----------- Western Digital Bond Fund . . . . . . . . . . . . . 849 718,924 895,695 ----------- ----------- Western Digital Participant Loans . . . . . . . . . -- 1,926,649 1,926,649 ----------- ----------- $40,072,541 $42,845,956 =========== =========== 12 WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) The Plan's investments consist of the following at June 30, 1993: 12
Shares Current Held Cost Value --------- ----------- ----------- Puritan Fund: Fidelity Puritan Mutual Fund . . . . . . . . . . 292,539 $ 4,200,600 $ 4,783,015 ----------- ----------- Magellan Fund: Fidelity Magellan Mutual Fund . . . . . . . . . . 126,583 7,836,726 8,835,463 ----------- ----------- Fixed Interest Fund: Insurance company guaranteed investment contract, interest at 8.78% . . . -- 4,018,774 4,018,774 Insurance company guaranteed investment contract, interest at 8.84% . . . -- 2,357,041 2,357,041 Insurance company guaranteed investment contract, interest at 8.17% . . . -- 989,287 989,287 ----------- ----------- 7,365,102 7,365,102 Income mutual fund, interest at 6.3% . . . . . . -- 4,008,732 4,008,732 ----------- ----------- 11,373,834 11,373,834 ----------- ----------- Western Digital Common Stock Fund . . . . . . . . . 681,024 3,884,375 2,809,224 ----------- ----------- Western Digital Bond Fund . . . . . . . . . . . . . 1,127 863,609 884,695 ----------- ----------- Western Digital Participant Loans . . . . . . . . . -- 1,230,230 1,230,230 ----------- ----------- $29,389,374 $29,916,461 =========== =========== 13 WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) (5) NET ASSETS AND CHANGES IN NET ASSETS BY FUND The net assets at June 30, 1994 and 1993 and changes in net assets for the years ended June 30, 1994 and 1993, allocated to the separate investment funds are shown below. Net assets available for Plan benefits by fund:
June 30, 1994 ----------------------------------------------------------------------------------------------------- Western Fixed Digital Western Total Puritan Magellan Interest Common Digital Participant Main Savings Fund Fund Fund Stock Fund Bond Fund Loans Fund Plan ---------- ----------- ----------- ---------- --------- ----------- ------- ----------- Assets Investments, at current value................. $8,997,213 $13,966,839 $11,058,900 $6,000,660 $895,695 $1,926,649 $ -- $42,845,956 Cash and cash equivalents........... (325) 1,460 537,793 108,280 82,030 174 40,997 770,409 Receivables Participants' contribution......... 131,815 184,461 124,451 40,968 10,217 -- -- 491,912 Employer's contribution......... 38,481 53,872 39,583 12,260 3,173 -- -- 147,369 Employer's profit sharing contribution. 368,615 516,081 646,144 164,850 37,072 -- -- 1,732,762 Interest................ 92 135 55,951 117 150 2 74 56,521 ---------- ----------- ----------- ---------- ---------- ---------- ------- ----------- 9,535,891 14,722,848 12,462,822 6,327,135 1,028,337 1,926,825 41,071 46,044,929 Interfund receivable (payable)............ (22,521) (138,606) 52,223 (33,677) 5,141 137,440 -- -- ---------- ----------- ----------- ---------- ---------- ---------- ------ ----------- Net assets available for Plan benefits........... $9,513,370 $14,584,242 $12,515,045 $6,293,458 $1,033,478 $2,064,265 $41,071 $46,044,929 ========== =========== =========== ========== ========== ========== ======= =========== 13
June 30, 1993 ----------------------------------------------------------------------------------------------------- Western Fixed Digital Western Total Puritan Magellan Interest Common Digital Participant Main Savings Fund Fund Fund Stock Fund Bond Fund Loans Fund Plan ---------- ----------- ----------- ---------- --------- ----------- ------- ----------- Assets Investments, at current value................. $4,783,015 $8,835,463 $11,373,834 $2,809,224 $884,695 $1,230,230 $ -- $29,916,461 Cash and cash equivalents........... 15 10 1,191,049 127 781 180 42,893 1,235,055 Receivables Participants' contribution......... 94,145 136,013 191,085 75,844 15,904 -- -- 512,991 Employer's contribution......... 29,770 42,547 62,343 25,292 4,669 -- -- 164,621 Interest............... 52,992 16 68,172 59 8,497 87 133 129,956 ---------- ---------- ----------- ---------- --------- ---------- ------- ----------- 4,959,937 9,014,049 12,886,483 2,910,546 914,546 1,230,497 43,026 31,959,084 Interfund receivable (payable)............. (45,780) (25,020) 44,866 (36,757) 2,761 64,653 (4,723) -- ---------- ---------- ----------- ---------- --------- ---------- ------- ----------- Net assets available for Plan benefits........... $4,914,157 $8,989,029 $12,931,349 $2,873,789 $ 917,307 $1,295,150 $38,303 $31,959,084 ========== ========== =========== ========== ========= ========== ======= =========== 14 WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) Changes in net assets available for Plan benefits by fund:
Year ended June 30, 1994 ----------------------------------------------------------------------------------------------- Western Fixed Digital Western Total Puritan Magellan Interest Common Digital Participant Main Savings Fund Fund Fund Stock Fund Bond Fund Loans Fund Plan ---------- ----------- ----------- ---------- ---------- ---------- --------- ----------- Additions to net assets: Participant contributions...... $1,640,038 $ 2,220,826 $1,865,549 $ 719,048 $ 153,595 $ -- $ -- $ 6,599,056 Employer contributions ........ 441,362 605,325 575,536 211,945 44,205 -- -- 1,878,373 Employer profit sharing contributions ............... 519,184 735,041 978,204 236,554 53,071 -- -- 2,522,054 Transfers from ESOP Fund ...... 911,607 1,093,485 683,540 588,621 45,676 -- 107 3,323,036 Interest and dividend income... 752,433 1,206,328 813,358 58 86,363 54,612 2,015 2,915,167 Realized/unrealized gain (loss) (333,487) (1,412,926) -- 5,917,219 285,220 -- -- 4,456,026 ---------- ----------- ----------- ---------- ---------- ---------- --------- ----------- Total additions ............ 3,931,137 4,448,079 4,916,187 7,673,445 668,130 54,612 2,122 21,693,712 ---------- ----------- ----------- ---------- ---------- ---------- --------- ----------- Deductions from net assets: Participants benefits paid .... 941,349 1,314,197 3,631,342 1,363,601 228,799 250,702 (122,123) 7,607,867 Forfeitures from terminated participants ................ (23,290) (38,001) (65,579) (32,592) (5,242) -- -- (164,704) Forfeiture allocation to active participants ......... 40,565 56,275 49,707 14,818 3,339 -- -- 164,704 ---------- ----------- ----------- ---------- ---------- ---------- --------- ----------- Total deductions ........... 958,624 1,332,471 3,615,470 1,345,827 226,896 250,702 (122,123) 7,607,867 ---------- ----------- ----------- ---------- ---------- ---------- --------- ----------- Net interfund transfers ....... 1,626,700 2,479,605 (1,717,021) (2,907,949) (325,063) 965,205 (121,477) -- ---------- ----------- ----------- ---------- ---------- ---------- --------- ----------- Increase (derease) in net assets available for Plan benefits... 4,599,213 5,595,213 (416,304) 3,419,669 116,171 769,115 2,768 14,085,845 Net assets available for Plan benefits at: Beginning of year............. 4,914,157 8,989,029 12,931,349 2,873,789 917,307 1,295,150 38,303 31,959,084 ---------- ----------- ----------- ---------- ---------- ---------- --------- ----------- End of year................... $9,513,370 $14,584,242 $12,515,045 $6,293,458 $1,033,478 $2,064,265 $41,071 $46,044,929 ========== =========== =========== ========== ========== ========== ========= =========== 14
Year ended June 30, 1993 ----------------------------------------------------------------------------------------------- Western Fixed Digital Western Total Puritan Magellan Interest Common Digital Participant Main Savings Fund Fund Fund Stock Fund Bond Fund Loans Fund Plan ---------- ----------- ----------- ---------- ---------- ---------- --------- ----------- Additions to net assets: Participant contributions .... $1,006,141 $ 1,610,195 $ 2,364,329 $ 759,088 $ 177,301 $ -- $ -- $ 5,917,054 Employer contributions ....... 271,032 473,981 703,880 245,188 39,691 -- -- 1,733,772 Employee profit sharing contributions.............. 139,876 233,811 625,134 140,152 24,676 -- -- 1,163,649 Interest and dividend income 316,005 915,277 877,178 1,119 78,474 2,605 1,650 2,192,308 Realized/unrealized gain (loss) 404,869 674,102 -- (859,796) 35,494 -- -- 254,669 ---------- ----------- ----------- ---------- ---------- ---------- --------- ----------- Total additions............ 2,137,923 3,907,366 4,570,521 285,751 355,636 2,605 1,650 11,261,452 ---------- ----------- ----------- ---------- ---------- ---------- --------- ----------- Deductions from net assets: Participants benefits paid ... 249,982 403,938 711,319 184,067 41,670 -- (30,593) 1,560,383 Forfeitures from terminated participants ................ 13,598 21,574 47,583 8,228 2,220 -- -- 93,203 Forfeiture allocation to active participants .......... (15,628) (21,953) (39,598) (13,650) (2,374) -- -- (93,203) ---------- ----------- ----------- ---------- ---------- ---------- --------- ----------- Total deductions .......... 247,952 403,559 719,304 178,645 41,516 -- (30,593) 1,560,383 ---------- ----------- ----------- ---------- ---------- ---------- --------- ----------- Net interfund transfers ...... 432,360 (1,036,994) (1,381,465) 562,645 160,587 1,292,545 (29,678) -- ---------- ----------- ----------- ---------- ---------- ---------- --------- ----------- Increase in net assets available for Plan benefits ............ 2,322,331 2,466,813 2,469,752 669,751 474,707 1,295,150 2,565 9,701,069 Net assets available for Plan benefits at: Beginning of year............ 2,591,826 6,522,216 10,461,597 2,204,038 442,600 -- 35,738 22,258,015 ---------- ----------- ----------- ---------- ---------- ---------- --------- ----------- End of year.................. $4,914,157 $ 8,989,029 $12,931,349 $2,873,789 $ 917,307 $1,295,150 $ 38,303 $31,959,084 ========== =========== =========== ========== ========== ========== ========= =========== 15 SCHEDULE I WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN ITEM 27A -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES JUNE 30, 1994 See accompanying independent auditors' report. 15
Identity of Issuer, Borrower, Description of Investment, Including Maturity Date, Current Lessor or Similar Party Rate of Interest, Collateral, Par or Maturity Value Cost Value - ----------------------------- --------------------------------------------------- ----------- ----------- Fidelity Retirement Services 578,971 shares Fidelity Puritan Mutual Fund $ 8,825,378 $ 8,997,213 ----------- ----------- Fidelity Retirement Services 218,437 shares Fidelity Magellan Mutual Fund 14,489,552 13,966,839 ----------- ----------- John Hancock Guaranteed investment contract, interest at 8.17%, due June 30, 1995 531,073 531,073 Fidelity Retirement Services Fidelity Managed Income Portfolio 10,527,827 10,527,827 ----------- ----------- 11,058,900 11,058,900 ----------- ----------- Western Digital Corporation 470,640 shares common stock; $.10 par value 3,053,138 6,000,660 ----------- ----------- Western Digital Corporation 849 9% Convertible Subordinated Debentures, due 2014 718,924 895,695 ----------- ----------- Western Digital Corporation Participant Loans 1,926,649 1,926,649 ----------- ----------- $40,072,541 $42,845,956 =========== =========== 16 SCHEDULE II WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN ITEM 27D -- SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED JUNE 30, 1994 See accompanying independent auditors' report. 16
Current Expense Value of Incurred Asset on Identity of Purchase Selling Lease with Cost Transaction Net Party Involved Description of Asset Price Price Rental Transaction of Asset Date Gain - -------------- -------------------- ----------- ----------- ------ ----------- ----------- ----------- ---------- Transactions in Excess of 5% of Current Value of the Plan's Assets: First Interstate Bank Short-term Income Fund $ 2,476,484 $ -- -- -- $ 2,476,484 $ 2,476,484 $ -- First Interstate Bank Short-term Income Fund 1,848,827 -- -- -- 1,848,827 1,848,827 -- First Interstate Bank Short-term Income Fund -- 1,848,819 -- -- 1,848,819 1,848,819 -- Fidelity Retirement Fidelity Magellan Services Mutual Fund 1,771,921 -- -- -- 1,771,921 1,771,921 -- Fidelity Retirement Fidelity Managed Services Income Portfolio 4,212,931 -- -- -- 4,212,931 4,212,931 -- Fidelity Retirement Fidelity Managed Services Income Portfolio 2,476,484 -- -- -- 2,476,484 2,476,484 -- Fidelity Retirement Fidelity Managed Services Income Portfolio -- 2,476,484 -- -- 2,476,484 2,476,484 -- Fidelity Retirement Fidelity Managed Services Income Portfolio -- 1,731,857 -- -- 1,731,857 1,731,857 -- Massachusetts Mutual Guaranteed Investment Contract, 8.84%, due 12/31/93 -- 2,459,301 -- -- 2,549,301 2,459,301 -- New York Life Guaranteed Investment Contract, 8.78%, due 12/31/93 -- 4,184,235 -- -- 4,184,235 4,184,235 -- Western Digital Corporation Common Stock -- 1,865,809 -- 16,982 1,214,621 1,865,809 634,206 Series of Transactions in Excess of 5% of Current Value of the Plan's Assets: First Interstate Bank Short-term Income Fund $15,840,333 $ -- -- -- $15,840,333 $15,840,333 $ -- First Interstate Bank Short-term Income Fund -- 13,441,525 -- -- 13,441,525 13,441,525 -- Fidelity Retirement Fidelity Puritan Mutual Services Fund 6,077,742 -- -- -- 6,077,742 6,077,742 -- Fidelity Retirement Fidelity Magellan Services Mutual Fund 6,554,681 -- -- -- 6,554,681 6,554,681 -- Fidelity Retirement Fidelity Magellan Services Mutual Fund -- 1,782,300 -- -- 1,673,775 1,782,300 108,525 Fidelity Retirement Fidelity Managed Services Income Portfolio 5,449,997 -- -- -- 5,449,997 5,449,997 -- Fidelity Retirement Fidelity Managed Services Income Portfolio -- 3,888,460 -- -- 3,888,460 3,888,460 -- Western Digital Corporation Common Stock -- 2,383,614 -- 15,845 1,107,428 2,383,614 1,260,341 17 WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN INDEX TO EXHIBITS 17
Sequentially Exhibit Description Numbered Page - ------- ----------- ------------- 23.1 Consent of Independent Auditors . . . . . . . . 18
1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS Retirement Plan Committee Western Digital Corporation Savings and Profit Sharing Plan: We consent to the incorporation by reference in the Registration Statement on Form S-8 of Western Digital Corporation Savings and Profit Sharing Plan of our report dated November 11, 1994, relating to the statements of net assets available for plan benefits of Western Digital Corporation Savings and Profit Sharing Plan as of June 30, 1994 and 1993 and the related statements of changes in net assets available for plan benefits for the years ended June 30, 1994 and 1993, which report appears in the June 30, 1994 annual report on Form 11-K of Western Digital Corporation Savings and Profit Sharing Plan. KPMG PEAT MARWICK LLP Orange County, California December 23, 1994 18