<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 4
WESTERN DIGITAL CORPORATION
SAVINGS AND PROFIT SHARING PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
<TABLE>
<CAPTION>
Page
----
<S> <C>
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
</TABLE>
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> 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
<PAGE> 6
WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
June 30,
-------------------------------------
1994 1993
----------- -----------
<S> <C> <C>
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
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 7
WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
Year Ended June 30,
------------------------------------
1994 1993
----------- -----------
<S> <C> <C>
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
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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:
<TABLE>
<CAPTION>
Shares Current
Held Cost Value
------- ----------- -----------
<S> <C> <C> <C>
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
=========== ===========
</TABLE>
11
<PAGE> 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:
<TABLE>
<CAPTION>
Shares Current
Held Cost Value
--------- ----------- -----------
<S> <C> <C> <C>
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
=========== ===========
</TABLE>
12
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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:
<TABLE>
<CAPTION>
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
---------- ----------- ----------- ---------- --------- ----------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
========== =========== =========== ========== ========== ========== ======= ===========
</TABLE>
<TABLE>
<CAPTION>
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
---------- ----------- ----------- ---------- --------- ----------- ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
========== ========== =========== ========== ========= ========== ======= ===========
</TABLE>
13
<PAGE> 14
WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
Changes in net assets available for Plan benefits by fund:
<TABLE>
<CAPTION>
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
---------- ----------- ----------- ---------- ---------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
========== =========== =========== ========== ========== ========== ========= ===========
</TABLE>
<TABLE>
<CAPTION>
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
---------- ----------- ----------- ---------- ---------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
========== =========== =========== ========== ========== ========== ========= ===========
</TABLE>
14
<PAGE> 15
SCHEDULE I
WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN
ITEM 27A -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
JUNE 30, 1994
<TABLE>
<CAPTION>
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
- ----------------------------- --------------------------------------------------- ----------- -----------
<S> <C> <C> <C>
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
=========== ===========
</TABLE>
See accompanying independent auditors' report.
15
<PAGE> 16
SCHEDULE II
WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN
ITEM 27D -- SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED JUNE 30, 1994
<TABLE>
<CAPTION>
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
- -------------- -------------------- ----------- ----------- ------ ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
See accompanying independent auditors' report.
16
<PAGE> 17
WESTERN DIGITAL CORPORATION
SAVINGS AND PROFIT SHARING PLAN
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Description Numbered Page
- ------- ----------- -------------
<S> <C> <C>
23.1 Consent of Independent Auditors . . . . . . . . 18
</TABLE>
17
<PAGE> 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
