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, 1995 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. WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN Date: December 15, 1995 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, 1995 and 1994 . . . . . . . . . . . . . . . . . 6 Statements of Changes in Net Assets Available for Plan Benefits for the years ended June 30, 1995 and 1994 . . . . . . . 7 Notes to Financial Statements . . . . . . . . . . . . . . . . . . 8-17 Schedule I -- Item 27a -- Schedule of Assets Held for Investment Purposes . . . . . . . . . . . . . . . . . . 18 Schedule II -- Item 27d -- Schedule of Reportable Transactions . 19 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, 1995 and 1994 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, 1995 and 1994, 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 performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedules of Assets Held for Investment Purposes and Reportable Transactions 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 audits 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 10, 1995 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, -------------------------------- 1995 1994 ----------- ----------- Assets Investments, at current value: (Notes 1, 2, 4 and 5) Debt and equity securities . . . . . . . . . . . . $58,289,985 $40,388,234 Guaranteed investment contracts . . . . . . . . . -- 531,073 Participant loans . . . . . . . . . . . . . . . . 2,684,289 1,926,649 ----------- ----------- Total investments . . . . . . . . . . . . . . 60,974,274 42,845,956 Cash and cash equivalents . . . . . . . . . . . . . . . -- 770,409 Receivables (Notes 2 and 3) Participants' contributions . . . . . . . . . . . 1,213,715 491,912 Employer's contribution . . . . . . . . . . . . . 389,410 147,369 Employer's profit sharing contribution . . . . . . 5,810,379 1,732,762 Interest . . . . . . . . . . . . . . . . . . . . . -- 56,521 ----------- ----------- Total assets . . . . . . . . . . . . . . . . . 68,387,778 46,044,929 =========== =========== Net assets available for Plan benefits: Available to terminated participants . . . . . . . . . 7,367,292 5,591,721 Available to continuing participants . . . . . . . . . 61,020,486 40,453,208 ----------- ----------- Net assets available for Plan benefits . . . $68,387,778 $46,044,929 =========== =========== 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, -------------------------------- 1995 1994 ----------- ----------- Additions to net assets: Participants' contributions . . . . . . . . . . . . . . $ 8,197,058 $ 6,599,056 Employer's contributions . . . . . . . . . . . . . . . 2,262,459 1,878,373 Employer's profit sharing contributions . . . . . . . . 5,810,379 2,522,054 Transfers from ESOP Fund (Note 2) . . . . . . . . . . . -- 3,323,036 Interest and dividend income . . . . . . . . . . . . . 1,799,818 2,915,167 Realized/unrealized gain . . . . . . . . . . . . . . . 7,396,417 4,456,026 ----------- ----------- Total additions . . . . . . . . . . . . . . . . . 25,466,131 21,693,712 ----------- ----------- Deductions from net assets: Participant distributions paid . . . . . . . . . . . . 3,123,282 7,607,867 ----------- ----------- Total deductions . . . . . . . . . . . . . . . . . 3,123,282 7,607,867 ----------- ----------- Increase in net assets available for Plan benefits . . . . . . . . . . . . . . 22,342,849 14,085,845 Net assets available for Plan benefits at beginning of year . . . . . . . . . . . . . . . . . . 46,044,929 31,959,084 ----------- ----------- Net assets available for Plan benefits at end of year . . . . . . . . . . . . . . . . . . . . . $68,387,778 $46,044,929 =========== =========== 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, 1995 and 1994 and changes in net assets available for Plan benefits for the years ended June 30, 1995 and 1994. 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. At June 30, 1995, the Plan held investments in mutual funds, which are reported at fair market value. At June 30, 1994, 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 value. Participant loans are carried at their contract value which is equal to fair market value. Income Tax Status ----------------- The IRS is currently reviewing the Plan's application for a determination letter. 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, 1995. (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 ------------- All U.S. based employees of the Company 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 and 9% of their compensation on an after tax basis (with an aggregate limit of 14%) for investment in eleven 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 pretax 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 as soon as administratively possible after the Company makes payroll deductions from Plan participants. 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 the following funds: 9
Fund Investment Strategy ---- ------------------- Puritan Fund The Puritan Fund purchases shares in the Fidelity Puritan Mutual Fund, which invests primarily in common stock, preferred stock and bonds of corporations with an emphasis on growth. Disciplined The Disciplined Equity Fund purchases shares in the Fidelity Disciplined Equity Equity Fund Mutual Fund, which invests primarily in domestic common stocks that are considered undervalued compared to industry norms. Blue Chip Fund The Blue Chip Fund purchases shares in the Fidelity Blue Chip Mutual Fund, which invests primarily in common stock of well-known and established companies. Magellan Fund The Magellan Fund purchases shares in the Fidelity Magellan Mutual Fund, which invests primarily in common stock and securities convertible into common stock of corporations with an emphasis on capital appreciation. Stable Value The Stable Value Fund purchases shares in the T. Rowe Price Stable Value Mutual Fund Fund, which invests primarily in guaranteed investment contracts ("GICs"), bank investment contracts ("BICs") and structured investment contracts ("SICs"). Western The Western Digital Common Stock Fund invests in the Company's common stock. Digital Common Stock Fund International The International Stock Fund purchases shares in the T. Rowe Price International Stock Fund Stock Mutual Fund, which invests primarily in common stock of well-established, non-U.S. corporations. Small-Cap The Small-Cap Value Fund purchases shares in the T. Rowe Price Small-Cap Value Value Fund Mutual Fund, which invests primarily in common stock of corporations with a market value of $500 million or less that appear undervalued compared to industry norms. Science & The Science and Technology Fund purchases shares in the T. Rowe Price Science and Technology Technology Mutual Fund, which invests primarily in common stock of companies Fund expected to benefit from the development, advancement, and use of science and technology. 10 WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) As of June 30, 1995, all of the Plan's assets were invested in mutual funds, Western Digital common stock or participant loans and no short-term cash equivalents were held. Participants may transfer all or a portion of the balance in their accounts between investment funds on a daily basis. 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 in the amount of $680,264. Such amounts are shown as accrued liabilities in the Plan's Form 5500. No such amounts were included as a component of net assets available for plan benefits at June 30, 1995 as the change in trustee (see "Change in Trustee") resulted in account activity being posted to participants' accounts on a daily basis. 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. Change in Trustee ----------------- On June 1, 1995, T. Rowe Price Trust Company ("TRP") replaced First Interstate Bank ("FIB") as trustee of the Plan's assets and all of the Plan's assets were transferred to TRP. On the same day, the Fixed Interest Fund was closed and all of the Fund's assets were transferred to the Stable Value Fund. In addition, seven new mutual fund options were offered by the Plan, increasing the participants' investment options to eleven. No interfund transfers were allowed from June 1, 1995 through July 5, 1995. Employee and employer contributions for the month of June and employer profit sharing contributions were received by TRP after July 5, 1995 and were invested in any or all of the eleven remaining investment options in accordance with the participants' elections. These amounts are reflected as receivables in the statement of net assets available for Plan benefits at June 30, 1995. 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 totaling $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 T. Rowe Price Trust Company and are generally payable in installments over periods 10
Fund Investment Strategy ---- ------------------- Equity Income The Equity Income Fund purchases shares in the T. Rowe Price Equity Income Mutual Fund Fund, which invests primarily in dividend-paying common stock, particularly of established companies with favorable prospects for both increasing dividends and capital appreciation. Spectrum The Spectrum Income Fund purchases shares in the T. Rowe Price Spectrum Income Income Fund Mutual Fund, which invests primarily in a diversified group of T. Rowe Price mutual funds which, in turn, invest principally in fixed income securities. 11 WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 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 participants' accounts in the same manner as their current contributions. The Plan allows participants to have no more than two active loans at a time. Interest charged on employee loans during 1995 ranged from 7.0% to 10.0%. Participant Accounts -------------------- A separate account is maintained for each participant in each designated fund. Each account is adjusted for contributions and net investment income or loss on a daily basis. Net investment income or loss is allocated to the accounts in the same proportion as the participant's beginning account balance invested in the fund (as defined in the Plan) bears to the total of all participants' beginning account balances invested in the fund. 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 withdrawals 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. A participant is fully vested in the Company's matching contributions and earnings thereon after five years of vesting service, or upon retirement (at normal retirement age), permanent disability or death. For information concerning the vesting of employer profit sharing contributions, see Note 3. 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 T. Rowe Price Trust Company 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 employed on the last day of the company's fiscal year are eligible to participate in the Profit Sharing Plan. The amount of profit sharing paid to participants is dependent upon their eligible compensation earned during the fiscal year. Each 11 12 WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) 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 6% (4% in 1994) of such participant's annual salary, and the excess allocable to such participant, if any, is paid as a fiscal year-end cash bonus. Beginning on June 1, 1995, participants are one hundred percent vested in their profit sharing accounts. Prior to June 1, 1995, a participant became fully vested in the Company's profit sharing contributions and earnings thereon after five years of vesting service, or upon retirement (at normal retirement age), permanent disability or death. Benefits are generally payable following retirement, disability, death, hardship or termination of employment. During 1995 and 1994, the Company authorized 8% of any pre-tax profits (adjusted at the discretion of the Board of Directors for extraordinary items) to be allocated to the participants. In 1995 and 1994, the Company contributed $5,810,379 and $2,522,054, respectively, to the Profit Sharing Plan. (4) INVESTMENTS The Plan's investments consist of the following at June 30, 1995: 12
Shares Current Held Cost Value ----------- ----------- ----------- Puritan Fund: Fidelity Puritan Mutual Fund . . . . . . . . . . 716,430 $11,005,319 $11,570,348 Magellan Fund: Fidelity Magellan Mutual Fund . . . . . . . . . . 238,057 16,065,075 19,877,751 Stable Value Fund: T. Rowe Price Stable Value Mutual Fund . . . . . 18,108,710 18,108,710 18,108,710 Western Digital Common Stock Fund . . . . . . . . . 499,039 4,417,231 8,733,176 Western Digital Participant Loans . . . . . . . . . -- 2,684,289 2,684,289 ----------- ----------- $52,280,624 $60,974,274 =========== =========== 13 WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) The Plan's investments consist of the following at June 30, 1994: 13
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 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 =========== =========== 14 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, 1995 and 1994 and changes in net assets for the years ended June 30, 1995 and 1994, allocated to the separate investment funds are shown below. Net assets available for Plan benefits by fund:
June 30, 1995 ---------------------------------------------------------------------------------------- Disci- Western Inter- plined Blue Stable Digital national Puritan Equity Chip Magellan Value Common Stock Fund Fund Fund Fund Fund Stock Fund Fund ----------- -------- -------- ----------- ----------- ------------ -------- Assets Investments, at current value $11,570,348 $ -- $ -- $19,877,751 $18,108,710 $8,733,176 $ -- Receivables Participants' contributions.. 276,735 3,454 17,455 379,857 345,246 113,946 6,005 Employer's contribution...... 89,847 1,192 5,337 119,464 112,776 38,630 1,612 Employer's profit sharing contribution............... 1,071,920 15,815 75,075 1,480,652 2,266,013 553,671 29,458 ----------- ------- ------- ----------- ------------ ---------- ------- 13,008,850 20,461 97,867 21,857,724 20,832,745 9,439,423 37,075 Interfund receivable (payable) (6,097) 940 3,083 (18,649) 4,062 4,545 850 ----------- ------- -------- ----------- ------------ ---------- ------- Net assets available for Plan benefits................. $13,002,753 $21,401 $100,950 $21,839,075 $20,836,807 $9,443,968 $37,925 =========== ======= ======== =========== =========== ========== ======= 14
June 30, 1995 (continued) ----------------------------------------------------------------------------- Small-Cap Science & Equity Spectrum Value Technology Income Income Participant Total Fund Fund Fund Fund Loans Plan --------- ---------- ------- -------- ----------- ----------- Assets Investments, at current value..... $ -- $ -- $ -- $ -- $2,684,289 $60,974,274 Receivables Participants' contributions...... 7,041 42,179 14,744 7,053 -- 1,213,715 Employer's contribution.......... 2,151 11,510 4,778 2,113 -- 389,410 Employer's profit sharing contribution................... 36,207 175,762 68,393 37,413 -- 5,810,379 ------- -------- ------- ------- ---------- ----------- 45,399 229,451 87,915 46,579 2,684,289 68,387,778 Interfund receivable (payable)... 1,338 6,743 2,267 918 -- -- ------- -------- ------- ------- ---------- ----------- Net assets available for Plan benefits..................... $46,737 $236,194 $90,182 $47,497 $2,684,289 $68,387,778 ======= ======== ======= ======= ========== =========== 15 WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) Net assets available for Plan benefits by fund (continued):
June 30, 1994 ------------------------------------------------------------------------------------------- Western Fixed Digital Western Puritan Magellan Interest Common Digital Participant Main Fund Fund Fund Stock Fund Bond Fund Loans Fund ---------- ---------- ----------- ----------- ----------- ----------- ------ Assets Investments, at current value... $8,997,213 $13,966,839 $11,058,900 $6,000,660 $ 895,695 $1,926,649 $ -- Cash and cash equivalents....... (325) 1,460 537,793 108,280 82,030 174 40,997 Receivables Participants' contributions.... 131,815 184,461 124,451 40,968 10,217 -- -- Employer's contribution........ 38,481 53,872 39,583 12,260 3,173 -- -- Employer's profit sharing contribution................. 368,615 516,081 646,144 164,850 37,072 -- -- Interest....................... 92 135 55,951 117 150 2 74 ---------- ----------- ----------- ---------- ---------- ---------- ------- 9,535,891 14,722,848 12,462,822 6,327,135 1,028,337 1,926,825 41,071 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 ========== =========== =========== ========== ========== ========== ======= 15
Total Plan ----------- Assets Investments, at current value.... $42,845,956 Cash and cash equivalents........ 770,409 Receivables Participants' contributions.... 491,912 Employer's contribution........ 147,369 Employer's profit sharing contribution................. 1,732,762 Interest....................... 56,521 ----------- 46,044,929 Interfund receivable (payable) -- ----------- Net assets available for Plan benefits.................... $46,044,929 =========== 16 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, 1995 ----------------------------------------------------------------------------------------------- Disci- Western Inter- plined Blue Fixed Stable Digital national Puritan Equity Chip Magellan Interest Value Common Stock Fund Fund Fund Fund Fund Fund Stock Fund Fund ---------- ------- ------- ----------- ---------- --------- ---------- -------- Additions to net assets: Participants' contributions.. $2,063,693 $ 3,454 $17,455 $ 2,654,981 $ 2,098,207 $ 371,119 $ 849,104 $ 6,005 Employer's contributions..... 567,909 1,192 5,337 724,943 576,498 112,776 239,170 1,612 Employer's profit sharing contribution .............. 1,071,920 15,815 75,075 1,480,652 -- 2,266,013 553,671 29,458 Interest and dividend income 669,369 -- -- 76,290 817,356 90,038 3,210 -- Realized/unrealized gain..... 515,805 -- -- 4,441,414 -- -- 2,370,637 -- ---------- ------- ------- ---------- ---------- ---------- ---------- ------ Total additions........... 4,888,696 20,461 97,867 9,378,280 3,492,061 2,839,946 4,015,792 37,075 ---------- ------- ------- ---------- ---------- ---------- ---------- ------ Deductions from net assets: Participant distributions paid....................... 502,317 -- -- 826,550 1,116,317 2,909 594,249 -- Net forfeitures transferred out (in).................... 6,097 (940) (3,083) 18,649 -- (4,062) (4,545) (850) ---------- ------- -------- ---------- ---------- ---------- ---------- ------ Total deductions.......... 508,414 (940) (3,083) 845,199 1,116,317 (1,153) 589,704 (850) ---------- ------- -------- ---------- ---------- ---------- ---------- ------- Net interfund transfers (890,899) -- -- (1,278,248) (14,890,789) 17,995,708 (275,578) -- ---------- ------- -------- ---------- ---------- ---------- ---------- ------- Increase (decrease) in net assets available for Plan benefits................ 3,489,383 21,401 100,950 7,254,833 (12,515,045) 20,836,807 3,150,510 37,925 Net assets available for Plan benefits at: Beginning of year........... 9,513,370 -- -- 14,584,242 12,515,045 -- 6,293,458 -- ----------- ------- -------- ---------- ---------- ---------- ---------- ------- End of year................. $13,002,753 $21,401 $100,950 $21,839,075 $ -- $20,836,807 $9,443,968 $37,925 =========== ======= ======== =========== =========== =========== ========== ======= 16
Year ended June 30, 1995 (continued) ---------------------------------------------------------------------------------------------------- Western Small-Cap Science & Equity Spectrum Digital Value Technology Income Income Bond Participant Main Total Fund Fund Fund Fund Fund loans Fund Plan ---------- ---------- ------ -------- ---------- ---------- -------- ---------- Additions to net assets: Participants' contributions $ 7,041 $ 42,179 $14,744 $ 7,053 $ 62,023 $ -- $ -- $ 8,197,058 Employer's contributions.... 2,151 11,510 4,778 2,113 12,470 -- -- 2,262,459 Employer's profit sharing contribution ............. 36,207 175,762 68,393 37,413 -- -- -- 5,810,379 Interest and dividend income -- -- -- -- 37,179 130,558 (24,182) 1,799,818 Realized/unrealized gain.... -- -- -- -- 68,561 -- -- 7,396,417 ------- -------- ------- ------- ----------- ---------- -------- ----------- Total additions.......... 45,399 229,451 87,915 46,579 180,233 130,558 (24,182) 25,466,131 ------- -------- ------- ------- ----------- ---------- -------- ----------- Deductions from net assets: Participant distributions paid...................... -- -- -- -- 51,572 25,874 3,494 3,123,282 Net forfeitures transferred out (in)................... (1,338) (6,743) (2,267) (918) -- -- -- -- ------- -------- ------- ------- ----------- ---------- -------- ----------- Total deductions......... (1,338) (6,743) (2,267) (918) 51,572 25,874 3,494 3,123,282 ------- -------- ------- ------- ----------- ---------- -------- ----------- Net interfund transfers..... -- -- -- -- (1,162,139) 515,340 (13,395) -- ------- -------- ------- ------- ----------- ---------- -------- ----------- Increase (decrease) in net assets available for Plan benefits............... 46,737 236,194 90,182 47,497 (1,033,478) 620,024 (41,071) 22,342,849 Net assets available for Plan benefits at: Beginning of year.......... -- -- -- -- 1,033,478 2,064,265 41,071 46,044,929 ------- -------- ------- ------- ----------- ---------- -------- ----------- End of year................ $46,737 $236,194 $90,182 $47,497 $ -- $2,684,289 $ -- $68,387,778 ======= ======== ======= ======= =========== ========== ======== =========== 17 WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) Changes in net assets available for Plan benefits by fund (continued): 17
Year ended June 30, 1994 ------------------------------------------------------------------------------------------------- Western Fixed Digital Western Puritan Magellan Interest Common Digital Participant Main Total Fund Fund Fund Stock Fund Bond Fund Loans Fund Plan ---------- ----------- ---------- ----------- --------- ----------- --------- ----------- Additions to net assets: Participants' contributions.... $1,640,038 $ 2,220,826 $ 1,865,549 $ 719,048 $ 153,595 $ -- $ -- $ 6,599,056 Employer's contributions....... 441,362 605,325 575,536 211,945 44,205 -- -- 1,878,373 Employer's 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: Participant distributions paid 941,349 1,314,197 3,631,342 1,363,601 228,799 250,702 (122,123) 7,607,867 Net forfeitures transferred out (in)...................... 17,275 18,274 (15,872) (17,774) (1,903) -- -- -- ---------- ----------- ----------- ------------ --------- ---------- --------- ----------- 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 (decrease) 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 ========== =========== =========== =========== ========== ========== ========= =========== 18 SCHEDULE I WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN ITEM 27A -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES JUNE 30, 1995 * These entities are considered "parties in interest" under the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 because they either provide services to the Plan or are an employer whose employees are covered by the Plan. See accompanying independent auditors' report. 18
Identity of Issuer, Borrower, Description of Investment, Current Lessor or Similar Party Including Collateral or Par Value Cost Value ------------------------------ ------------------------------------------------- ----------- ----------- Fidelity Retirement Services 716,430 shares Fidelity Puritan Mutual Fund $11,005,319 $11,570,348 Fidelity Retirement Services 238,057 shares Fidelity Magellan Mutual Fund 16,065,075 19,877,751 * T. Rowe Price Trust Company 18,108,710 shares T. Rowe Price Stable Value Fund 18,108,710 18,108,710 * Western Digital Corporation 499,039 shares common stock; $.10 par value 4,417,231 8,733,176 * Western Digital Corporation Participant Loans 2,684,289 2,684,289 ----------- ----------- $52,280,624 $60,974,274 =========== =========== 19 SCHEDULE II WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN ITEM 27D -- SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED JUNE 30, 1995 See accompanying independent auditors' report. 19
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: T. Rowe Price T. Rowe Price Trust Stable Value Company Mutual Fund $17,968,422 -- -- -- $17,968,422 $17,968,422 -- Fidelity Retirement Fidelity Managed Services Income Portfolio -- 17,099,326 -- -- 17,099,326 17,099,326 -- Series of Transactions in Excess of 5% of Current Value of the Plan's Assets: First Interstate Bank Short-term Income Fund 19,189,826 -- -- -- 19,189,826 19,189,826 -- First Interstate Bank Short-term Income Fund -- 19,960,562 -- -- 19,960,562 19,960,562 -- Fidelity Retirement Fidelity Puritan Services Mutual Fund 4,241,001 -- -- -- 4,241,001 4,241,001 -- Fidelity Retirement Fidelity Magellan Services Mutual Fund 4,988,461 -- -- -- 4,988,461 4,988,461 -- Fidelity Retirement Fidelity Magellan Services Mutual Fund -- 3,518,963 -- -- 3,412,939 3,518,963 106,024 Fidelity Retirement Fidelity Managed Services Income Portfolio 8,569,514 -- -- -- 8,569,514 8,569,514 -- Fidelity Retirement Fidelity Managed Services Income Portfolio -- 19,097,342 -- -- 19,097,342 19,097,342 -- Western Digital Corporation Common Stock 2,344,865 -- -- 14,753 2,344,865 2,344,865 -- T. Rowe Price T. Rowe Price Trust Stable Value Company Mutual Fund 18,108,710 -- -- -- 18,108,710 18,108,710 -- 20 WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN INDEX TO EXHIBITS 20
Sequentially Exhibit Description Numbered Page - ------- ----------- ------------- 23. Consent of Independent Auditors . . . . . . . . 21
1 EXHIBIT 23 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 10, 1995, relating to the statements of net assets available for plan benefits of Western Digital Corporation Savings and Profit Sharing Plan as of June 30, 1995 and 1994 and the related statements of changes in net assets available for plan benefits for the years ended June 30, 1995 and 1994, which report appears in the June 30, 1995 annual report on Form 11-K of Western Digital Corporation Savings and Profit Sharing Plan. KPMG PEAT MARWICK LLP Orange County, California December 15, 1995 21