<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, 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
===============================================================================
<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.
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
<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, 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
</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, 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
<PAGE> 6
WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
June 30,
--------------------------------
1995 1994
----------- -----------
<S> <C> <C>
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
=========== ===========
</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,
--------------------------------
1995 1994
----------- -----------
<S> <C> <C>
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
=========== ===========
</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, 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
<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 the following funds:
<TABLE>
<CAPTION>
Fund Investment Strategy
---- -------------------
<S> <C>
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.
</TABLE>
9
<PAGE> 10
WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
<TABLE>
<CAPTION>
Fund Investment Strategy
---- -------------------
<S> <C>
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.
</TABLE>
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
<PAGE> 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
<PAGE> 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:
<TABLE>
<CAPTION>
Shares Current
Held Cost Value
----------- ----------- -----------
<S> <C> <C> <C>
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
=========== ===========
</TABLE>
12
<PAGE> 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:
<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
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>
13
<PAGE> 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:
<TABLE>
<CAPTION>
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
----------- -------- -------- ----------- ----------- ------------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
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
=========== ======= ======== =========== =========== ========== =======
</TABLE>
<TABLE>
<CAPTION>
June 30, 1995 (continued)
-----------------------------------------------------------------------------
Small-Cap Science & Equity Spectrum
Value Technology Income Income Participant Total
Fund Fund Fund Fund Loans Plan
--------- ---------- ------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
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
======= ======== ======= ======= ========== ===========
</TABLE>
14
<PAGE> 15
WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
Net assets available for Plan benefits by fund (continued):
<TABLE>
<CAPTION>
June 30, 1994
-------------------------------------------------------------------------------------------
Western
Fixed Digital Western
Puritan Magellan Interest Common Digital Participant Main
Fund Fund Fund Stock Fund Bond Fund Loans Fund
---------- ---------- ----------- ----------- ----------- ----------- ------
<S> <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 $ --
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
========== =========== =========== ========== ========== ========== =======
</TABLE>
<TABLE>
<CAPTION>
Total
Plan
-----------
<S> <C>
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
===========
</TABLE>
15
<PAGE> 16
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, 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
---------- ------- ------- ----------- ---------- --------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
=========== ======= ======== =========== =========== =========== ========== =======
</TABLE>
<TABLE>
<CAPTION>
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
---------- ---------- ------ -------- ---------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
======= ======== ======= ======= =========== ========== ======== ===========
</TABLE>
16
<PAGE> 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):
<TABLE>
<CAPTION>
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
---------- ----------- ---------- ----------- --------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
========== =========== =========== =========== ========== ========== ========= ===========
</TABLE>
17
<PAGE> 18
SCHEDULE I
WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN
ITEM 27A -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
JUNE 30, 1995
<TABLE>
<CAPTION>
Identity of Issuer, Borrower, Description of Investment, Current
Lessor or Similar Party Including Collateral or Par Value Cost Value
------------------------------ ------------------------------------------------- ----------- -----------
<S> <C> <C> <C>
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
=========== ===========
</TABLE>
* 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
<PAGE> 19
SCHEDULE II
WESTERN DIGITAL CORPORATION SAVINGS AND PROFIT SHARING PLAN
ITEM 27D -- SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED JUNE 30, 1995
<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:
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 --
</TABLE>
See accompanying independent auditors' report.
19
<PAGE> 20
WESTERN DIGITAL CORPORATION
SAVINGS AND PROFIT SHARING PLAN
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Description Numbered Page
- ------- ----------- -------------
<S> <C> <C>
23. Consent of Independent Auditors . . . . . . . . 21
</TABLE>
20
<PAGE> 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
