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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED JULY 1, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-8703
WESTERN DIGITAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-2647125
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
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8105 IRVINE CENTER DRIVE
IRVINE, CALIFORNIA 92718
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (714) 932-5000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS: NAME OF EACH EXCHANGE ON WHICH REGISTERED:
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Common Stock, $.10 Par Value New York Stock Exchange
Rights to Purchase Series A Junior New York Stock Exchange
Participating Preferred Stock
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES /X/ NO / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
As of September 1, 1995, the aggregate market value of the voting stock of
the Registrant held by non-affiliates of the Registrant was $1.0 billion.
As of September 1, 1995, the number of outstanding shares of Common Stock,
par value $.10 per share, of the Registrant was 50,647,861.
Information required by Part III is incorporated by reference to portions
of the Registrant's Proxy Statement for the 1995 Annual Meeting of Shareholders,
which will be filed with the Securities and Exchange Commission within 120 days
after the close of the 1995 fiscal year.
Information required by Parts II and IV is incorporated by reference to
portions of the Registrant's Annual Report to Shareholders for the fiscal year
ended July 1, 1995.
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PART I
ITEM 1. BUSINESS
GENERAL
Western Digital Corporation (the "Company" or "Western Digital") designs,
manufactures and sells hard drives for the personal computer ("PC") market. The
Company is one of the five largest independent manufacturers of hard drives. The
Company's principal drive products are 3.5-inch form factor hard drives with
storage capacities from 540 megabytes ("MBs") to 1.6 gigabytes ("GBs"),
including the Caviar AC31600, a 1.6 GB drive, that began initial volume
shipments in May 1995.
The hard drive market is highly cyclical and is characterized by
significant price erosion over the life of a product, periodic rapid price
declines due to industry over-capacity or other competitive factors,
technological changes, changing market requirements and requirements for
significant expenditures for product development. The Company's strategy in
response to these conditions is to increase market share by achieving time-
to-market leadership with new product introductions while minimizing its fixed
cost structure and maximizing the utilization of its assets. The Company
implements this strategy, in part, by capitalizing on its expertise in control
and communication electronics to deliver greater storage capacity per disk from
components widely available in the commercial market, such as disks and heads,
and to provide a high degree of commonality of component parts among its hard
drive products.
The Company also designs and sells an array of microcomputer products
("MCP") consisting of integrated circuits ("ICs") and board products which
perform or enhance graphics and input/output ("I/O") functions in PCs and other
computer systems. The Company's MCP focus is to bring to market superior
graphical user interface and I/O control products through its applications
knowledge and integrated circuit design capability.
The Company sells its products through its worldwide direct sales force to
PC manufacturers, resellers and distributors. The Company's direct sales
organization is structured so that each customer is served by a single sales
team which markets the Company's entire product line. The Company's OEM
(original equipment manufacturer) customers include AST Research, Compaq
Computer, Dell Computer, Digital Equipment Corporation, Gateway 2000,
Hewlett-Packard, IBM and NEC. The Company's reseller and distributor customers
include Best Buy, Computer City, Comp USA, Egghead, Incredible Universe,
Lechmere, Office Depot, Radio Shack and Walmart.
In December 1993, the Company sold its Irvine, California silicon wafer
fabrication facility and certain other tangible assets to Motorola, Inc. The
Company has entered into various silicon wafer supply agreements since the sale
of the facility and anticipates that it will enter into additional supply
arrangements with other companies in the future. During 1995, the Company
converted its facility in Malaysia from an IC assembly and test facility to a
hard drive manufacturing facility. The Company has obtained independent
contractors to supply finished ICs that were previously supplied by this
facility. However, a disruption in the supply of wafers or finished ICs for any
reason could have a material adverse impact on the Company -- see
"Manufacturing."
The rapid increase in industry demand for hard drive units has, on
occasion, resulted in shortages of certain key components used in the
manufacture of hard drives. If certain components continue to remain in short
supply in the future, these component shortages could have a material adverse
impact on the Company -- see "Manufacturing."
The Company's principal executive offices are located at 8105 Irvine Center
Drive, Irvine, California 92718, and its telephone number is (714) 932-5000.
Effective July 1, 1994, the Company changed its fiscal year end from June 30 to
a 52 or 53-week year ending on the Saturday nearest June 30. Accordingly, the
1995 fiscal year ended on July 1, whereas the previous fiscal years ended on
June 30. All general references herein to years relate to fiscal years unless
otherwise noted.
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MARKETS
The Company sells its hard drive products to manufacturers of desktop and
notebook PCs and to selected resellers and distributors. The market for the
Company's products is characterized by short product life cycles and a
continuing demand for increasingly cost-effective, high-performance products. In
addition, the hard drive market has in recent years experienced periods of
extraordinarily competitive price discounting which produced significant
operating losses for a number of competitors in this market, including Western
Digital.
The rapid increase in PC performance and storage requirements and the need
for PC manufacturers to differentiate their products have increased the demand
for higher capacity products. At the same time, intense price competition among
PC manufacturers requires that hard drive suppliers meet aggressive cost targets
in order to become high-volume suppliers. The market for PC hard drives is
segmented by type of computer (portable, desktop), form factor (2.5-inch,
3.5-inch) and storage capacity (currently up to 1.6 GBs). The segment of the PC
market currently generating the largest requirements for hard drives is the
desktop segment which uses 3.5-inch drives ranging in capacity from 540 MBs to
1.6 GBs. In addition, the Company anticipates that the market for portable and
desktop PCs will accelerate as technological advancements increase their
functionality and as user acceptance expands.
The Company sells its I/O control products to manufacturers of
high-performance PCs and high-performance hard drives. This market is
characterized by rapid new product introduction and an increasing demand for
higher performance, lower cost ICs. The Company also sells its graphics add-in
boards in the retail market to PC end-users under its Paradise(R) brand name.
PRODUCTS
Revenues from hard drive products were $1.9, $1.4 and $1.0 billion for
1995, 1994 and 1993, respectively. Revenues from microcomputer products were
$191.0, $160.0 and $178.0 million for 1995, 1994 and 1993, respectively.
HARD DRIVE PRODUCTS
Technology. Hard drives are used to record, store and retrieve digital
data. They are faster than floppy disk, tape and optical disk drives and cost
less than semiconductor memory. Commonly quoted measures of hard drive
performance are storage capacity, average seek time (the average time to move
the heads from one track to another), data transfer rate (the rate at which data
are transferred between the drive and the host computer) and spindle rotational
speed.
Product Offerings. The Company's current line of hard drive products
consists of the Caviar(R) family of low-profile drives which includes 1-inch
high, 3.5-inch form factor models for desktop applications and 2.5-inch form
factor models for portable computer applications. Each of these drives features
CacheFlowTM, the Company's proprietary adaptive disk caching system which
significantly enhances the drive's read/write performance as measured by the
rate at which it can deliver data to or receive it from the computer. An
additional common feature is the Company's proprietary drive control and
communication electronic circuitry called Architecture II, which spans the
Company's entire 3.5-inch Caviar product line. Architecture II features Enhanced
IDE (integrated drive electronics) technology, which provides the desktop
marketplace the key attributes of the SCSI (small computer systems interface)
interface while retaining the focus on ease-of-use, compatibility and overall
lower cost of connection advantages, all of which are the traditional strengths
of IDE. The Company believes that the commonality of control and communication
electronics featured in all of the Caviar hard drives facilitates customer
qualification of successive product models, reduces risk of inventory
obsolescence, and allows the Company to place larger orders for components,
resulting in reduced component cost.
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The following table summarizes certain design and performance
characteristics and specifications of the Company's current hard drive products:
FORMATTED AVERAGE NUMBER NUMBER
DATE CAPACITY ACCESS TIME OF OF
PRODUCT FIRST SHIPPED (MEGABYTES) (MILLISECONDS) DISKS HEADS INTERFACE
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3.5-inch Form Factor:
Caviar AC2540............. September 1993 541 <10 2 3 EIDE*
Caviar AC2700............. June 1994 731 <10 2 4 EIDE*
Caviar AC31000............ June 1994 1,084 <10 3 6 EIDE*
Caviar AC1365............. October 1994 365 <10 1 2 EIDE*
Caviar AC1425............. December 1994 428 <10 1 2 EIDE*
Caviar AC2850............. December 1994 854 <10 2 4 EIDE*
Caviar AC31200............ January 1995 1,282 <10 3 6 EIDE*
Caviar AC31600............ May 1995 1,625 <10 3 6 EIDE*
Caviar AC2635............. June 1995 640 <10 2 3 EIDE*
2.5-inch Form Factor:
Caviar Lite AL2200........ January 1994 200 <17 2 4 AT IDE
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* Features Enhanced IDE (EIDE) technology, improving the performance of the
standard IDE interface.
MICROCOMPUTER PRODUCTS
I/O Products. The Company supplies control electronics to certain
manufacturers of high-performance, high-capacity hard drives and other storage
peripherals utilizing the SCSI bus interface. These manufacturers of SCSI disk,
tape and optical drives utilize the Company's storage control chip sets for
their logic and control electronics. The Company recently introduced a new
family of products which provide the user access to SCSI capabilities for PCs
which use the PCI (Peripheral Component Interconnect) bus. The Company also
supplies products which provide high-speed fibre channel fabric communications.
Multimedia Products. The Company supplies a family of RocketCHIPTM brand
name graphics ICs and Paradise brand name add-in cards to the desktop and
portable PC markets. Graphics ICs and Paradise add-in cards provide enhanced
video graphics array ("Super VGA") functionality. These products allow major
enhancements in display resolution and color depth quality and incorporate a
Windows acceleration feature, which provides faster display of icons and other
graphics features in the Windows operating system without the need for new PC
hardware.
SALES AND DISTRIBUTION
The Company sells its products primarily to PC manufacturers, and, to a
lesser extent, resellers and distributors through its worldwide direct sales
force. The Company's direct sales organization is structured so that each
customer is served by a single sales team. Each sales team is responsible for
marketing the Company's entire product line and providing timely feedback to
engineering regarding the customer's new product requirements. This promotes
early identification of and response to the customer's full range of product
needs. Later, in the production stage, the team focus enables the Company to
provide timely product delivery and effective service. Many of the Company's OEM
customers purchase both hard drives and MCP products from the Company. These
customers include AST Research, Compaq Computer, Dell Computer, Digital
Equipment Corporation, Gateway 2000, Hewlett-Packard, IBM and NEC. While Western
Digital believes its relationships with key customers are very good, the
concentration of sales to a relatively small number of major customers presents
a business risk that loss of one or more accounts could adversely affect the
Company's operating results. During 1995, sales to Gateway 2000 accounted for
11% of revenues. During 1994, sales to Gateway 2000 and IBM each accounted for
12% of revenues. During 1993, sales to Gateway 2000 and IBM accounted for 13%
and 11% of revenues, respectively.
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The Company also sells its products through its direct sales force to
selected resellers, which include major distributors, mass merchandisers and
value-added resellers. These customers include Best Buy, Computer City, Comp
USA, Egghead, Incredible Universe, Lechmere, Office Depot, Radio Shack and
Walmart. In accordance with standard industry practice, the Company's reseller
agreements provide for price protection for unsold inventories that the
resellers may have at the time of changes in published price lists, and, under
certain circumstances, stock rotation for slow-moving items. These agreements
may be terminated by either party upon written notice and, in the event of
termination, the Company may be obligated to repurchase such inventories.
Western Digital maintains sales offices and technical support in the United
States, Europe and Asia. The Company's international sales, which include sales
to foreign subsidiaries of U.S. companies, represented 43%, 44%, and 43% of
revenues for 1995, 1994 and 1993, respectively. Sales to international customers
may be subject to certain risks not normally encountered in domestic operations,
including exposure to tariffs and various trade regulations.
For information concerning sales by geographic region, see Note 8 of Notes
to Consolidated Financial Statements incorporated herein by reference.
RESEARCH AND DEVELOPMENT
The Company devotes substantial resources to research and development in
order to develop new products and improve existing products. The Company also
focuses its engineering efforts to coordinate its product design and
manufacturing processes in order to bring its products to market in a
cost-effective and timely manner. The Company's research and development
expenses totaled $130.8, $112.8 and $101.6 million in 1995, 1994 and 1993,
respectively.
The market for the Company's products is subject to rapid technological
change and short product life cycles. To remain competitive, the Company must
anticipate the needs of the market and successfully develop and introduce new
products in a timely fashion. If not carefully planned and executed, the
introduction of new products may adversely affect sales of existing products and
increase risk of inventory obsolescence. In addition, new products typically
have lower initial manufacturing yields and higher initial component costs than
more mature products. No assurance can be given that the Company will be able to
successfully complete the design and introduction of new products, manufacture
the products at acceptable yields and costs, effectively manage product
transitions or obtain significant orders for these products.
MANUFACTURING
The Company assembles hard drives in its plants in Singapore and Malaysia
and the Company recently began expansion of its hard drive manufacturing
facility in Malaysia. These plants have complete responsibility for all hard
drives in volume production, including manufacturing, engineering, purchasing,
inventory management, assembly, test, quality assurance and shipping of finished
units. The Company purchases most of the standard mechanical components and
micro controllers for its hard drives from external suppliers, although the
Company does manufacture a substantial portion of the media for its hard drives
in its Santa Clara, California facility.
The Company experiences fluctuations in manufacturing yields that can
materially affect the Company's operations, particularly in the start-up phase
of new products or new manufacturing processes. With the continued pressures to
shorten the time required to introduce new products, the Company must accelerate
production learning curves to shorten the time to achieve acceptable
manufacturing yields and costs. No assurance can be given that the Company's
operations will not be adversely affected by these fluctuations or that it can
shorten its new product development cycles or manufacturing learning curves
sufficiently to achieve these objectives in the future.
As a result of the sale of its wafer fabrication facility in December 1993
and conversion of its Malaysia IC assembly and test facility to a hard drive
manufacturing plant, the Company has entered into various agreements with
multiple vendors to purchase fabricated wafers and has also obtained
arrangements with
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independent contractors to supply finished ICs that were previously supplied by
the Company's Malaysia facility. However, a disruption in the supply of wafers
or finished ICs for any reason could have a material adverse impact on the
Company.
Because the Company has manufacturing facilities located in Singapore and
Malaysia, the Company is subject to certain foreign manufacturing risks such as
changes in government policies, high employee turn-over, political risk,
transportation delays, tariffs, fluctuations in foreign exchange rates and
import, export, exchange and tax controls. To date, exposure to such risks has
not had a material effect on the Company's business, consolidated financial
position or results of operations.
MATERIALS AND SUPPLIES
The principal components used in the manufacture of the Company's hard
drives are read/write heads (both thin film and MIG) and related head stack
assemblies, media, micro controllers, spindle motors and mechanical parts used
in the head-disk assembly. The Company also uses standard semiconductor
components such as logic, memory and microprocessor devices obtained from other
manufacturers as well as proprietary semiconductor circuits manufactured for the
Company and a wide variety of other parts, including connectors, cables and
switches.
A number of the components used by the Company are available from a single
or limited number of outside suppliers. Some of these materials may periodically
be in short supply, and the Company has, on occasion, experienced temporary
delays or increased costs in obtaining these materials. An extended shortage of
required materials and supplies could have an adverse effect upon the revenue
and earnings of the Company. In addition, the Company must allow for significant
lead times when procuring certain materials and supplies. The Company has more
than one available source of supply for most of its required materials. Where
there is only one source of supply, the Company believes that a second source
could be obtained within a reasonable period of time. However, no assurance can
be given that the Company's results of operations would not be adversely
affected until a new source could be located.
The Company purchases substantially all of its thin film head requirements
for hard drives from Read-Rite Corporation. The Company also uses MIG heads for
certain products, which are supplied by several vendors. Any significant
disruption in the supply of these components could have an adverse effect on the
Company's results of operations.
In December 1993, the Company sold its Irvine, California silicon wafer
fabrication facility -- see "General." From 1990 until the sale, the Company
manufactured silicon wafers in the Irvine facility. The Company also buys wafers
fabricated by other companies. Since the sale of the wafer fabrication facility,
the Company has obtained various outside sources to manufacture its
semiconductor wafer requirements. The Company has also obtained independent
contractors to supply finished ICs that were previously supplied by the
Company's Malaysia facility. The Company converted its Malaysia IC assembly and
test facility to a hard drive manufacturing plant in 1995 in response to the
increasing unit demand for hard drive products. However, a disruption in the
supply of wafers or finished ICs for any reason could have a material adverse
impact on the Company.
COMPETITION
The PC industry is intensely competitive and is characterized by
significant price erosion over the life of a product, periodic rapid price
declines due to industry over-capacity or other competitive factors,
technological changes, changing market requirements, occasional shortages of
materials, dependence upon a limited number of vendors for certain components,
dependence upon highly skilled engineering and other personnel and significant
expenditures for product development. The hard drive market in particular has
been subject to recurring periods of severe price competition. Certain of the
Company's competitors have greater financial and other resources and broader
product lines than the Company with which to compete in this environment.
In general, the unit price for a given product in all of the Company's
markets decreases over time as increases in industry supply and cost reductions
occur and as technological advancements are achieved. Cost
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reductions are primarily achieved as volume efficiencies are realized, component
cost reductions are achieved, experience is gained in manufacturing the product
and design enhancements are made. Competitive pressures and customer
expectations result in these cost improvements being passed along as reductions
in selling prices. At times, the rate of general price decline is accelerated
when some competitors lower prices to absorb excess capacity, liquidate excess
inventories and/or to gain market share. The hard drive industry has experienced
all of these effects on pricing during the past three fiscal years.
The Company believes that proprietary hard drive, semiconductor, and
board-level design technology, close technical relationships with key OEM
customers and vendors, diverse product lines, competitive pricing, adequate
capital resources and worldwide low cost/high volume manufacturing capabilities
are key factors for successfully competing in its market areas. The Company's
principal competitors in the hard drive industry are Conner Peripherals, Maxtor,
Quantum and Seagate Technology, and large computer manufacturers such as IBM
that manufacture drives for use in their own products and for sale to others. In
other market areas the Company competes with a variety of companies including
Adaptec, Chips and Technologies, Cirrus Logic, LSI Logic, S3 Incorporated, Tseng
Labs and VLSI Technology.
The Company also competes with companies offering products based on
alternative data storage and retrieval technologies. Technological advances in
magnetic, optical, flash or other technologies, could result in the introduction
of competitive products with performance superior to and prices lower than the
Company's products, which could adversely affect the Company's results of
operations.
BACKLOG
At July 1, 1995, the Company's backlog, consisting of orders scheduled for
delivery within the next twelve months, aggregated approximately $425.8 million,
compared with a backlog at June 30, 1994 which aggregated approximately $223.1
million. Historically, a substantial portion of the Company's orders have been
for shipments within 30 to 60 days of the placement of the order. The Company's
sales are made under contracts and purchase orders that, under industry
practice, may be canceled with relatively short notice to the Company, subject
to payment of certain costs, or modified by customers to provide for delivery at
a later date. Also, certain of the Company's sales to OEMs are made under
"just-in-time" delivery contracts that do not generally require firm order
commitments by the customer. Therefore, backlog information as of the end of a
particular period is not necessarily indicative of future levels of the
Company's revenue and profit.
PATENTS AND LICENSES
Although the Company owns numerous patents and has many patent applications
in process, the Company believes that the successful manufacture and marketing
of its products generally depends more upon the experience, technical know-how
and creative ability of its personnel rather than upon ownership of patents.
The Company pays royalties under several patent licensing agreements that
require periodic payments. From time to time, the Company receives claims of
alleged patent infringement from patent holders which typically contain an offer
to grant the Company a license. It is the Company's policy to evaluate each
claim and, if appropriate, to enter into licensing arrangements. Although patent
holders commonly offer such licenses, no assurance can be given that licenses
will be offered or that the terms of any offered license will be acceptable to
the Company. No assurance can be given that failure to obtain a license would
not adversely affect the Company's business, consolidated financial position or
results of operations -- see "Legal Proceedings."
EMPLOYEES
As of July 1, 1995, the Company employed a total of 7,647 full-time
employees, of whom 803 were engaged in engineering, 526 in sales and
administration and 442 in manufacturing in the United States. The Company
employed 1,592 employees at its hard drive manufacturing facility in Malaysia,
4,157 at its hard drive manufacturing facility in Singapore, and 127 at its
international sales offices.
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Many of the Company's employees are highly skilled, and the Company's
continued success depends in part upon the ability to attract and retain such
employees. In an effort to attract and retain such employees, the Company
continues to offer employee benefit programs which it believes are at least
equivalent to those offered by its competitors. Despite these programs, the
Company has, along with most of its competitors, experienced difficulty at times
in hiring and retaining certain skilled personnel. In critical areas, the
Company has utilized consultants and contract personnel to fill these needs
until full-time employees could be recruited. The Company has never experienced
a work stoppage, none of its domestic employees are represented by a labor
organization and the Company considers its employee relations to be good.
ITEM 2. PROPERTIES
The Company's headquarters are located in a 358,000 square foot building in
Irvine, California. This building houses management, research and development,
administrative and sales personnel and is leased to the Company pursuant to an
agreement expiring in June 2000. The Company's hard drive manufacturing
facilities are located in Singapore and Malaysia. The Singapore facility
consists of several buildings totaling approximately 297,000 square feet. These
buildings are leased to the Company pursuant to several agreements expiring from
November 1996 through August 1997. The 88,000 square foot Malaysia facility is
owned by the Company and located in Kuala Lumpur. The Company recently acquired
an adjacent parcel of land in Malaysia to expand its hard drive manufacturing
facility. In addition, the Company leases office space in Mountain View and San
Jose, California and in Rochester, Minnesota for research and development
activities, and in Santa Clara, California for media processing activities.
The Company also leases office space in various other locations throughout
the world primarily for sales and technical support. The Company's present
facilities are adequate for its current needs, although the process of upgrading
its facilities to meet technological and market requirements is expected to
continue.
ITEM 3. LEGAL PROCEEDINGS
The Company was sued by Amstrad plc ("Amstrad") in December 1992 in Orange
County Superior Court. The complaint alleges that hard drives supplied by the
Company in 1988 and 1989 were defective and caused damages to Amstrad of $186.0
million for out-of-pocket expenses, lost profits, injury to Amstrad's reputation
and loss of goodwill. The Company filed a counterclaim for $3.0 million in
actual damages plus exemplary damages in an unspecified amount. The Company
believes that it has meritorious defenses to Amstrad's claims and intends to
vigorously defend itself against the Amstrad lawsuit.
The Company was sued in March 1993 in the United States District Court for
the Northern District of California by Conner Peripherals, Inc. ("Conner"). The
suit alleges that the Company infringes five Conner patents and seeks damages
(including treble damages) in an unspecified amount and injunctive relief. If
Conner were to prevail in its claims, the Company could be enjoined from using
any of the Conner patents found to be valid and infringed that are the subject
of this action as well as held liable for past infringement damages. The amount
of such damages, if any, could be material. The Company believes that it has
meritorious defenses to Conner's claims and intends to defend itself against the
Conner lawsuit. The Company has also filed a suit alleging that Conner infringes
two of the Company's patents.
The Company was sued in December 1994 by Rodime plc ("Rodime") in the
United States District Court for the Central District of California. The suit
alleges that the Company infringes one of Rodime's patents which relates to
3.5-inch hard drives. Based on the opinion of patent counsel, the Company
believes that the broad claims of the Rodime patent, if scrutinized in court,
will not withstand an attack on validity and believes the Company has not
infringed any valid claim of the Rodime patent. If Rodime were to prevail on its
claim, the Company could be held liable for damages for past infringement. The
damages, if any, are uncertain but could be material. The Company believes that
it has meritorious defenses to Rodime's claims and intends to vigorously defend
itself against the Rodime lawsuit.
The Company is also subject to certain other legal proceedings and claims
arising in connection with its business. There can be no assurance that such
legal proceedings and claims would be resolved without any material adverse
effect on the Company's business, consolidated financial position or results of
operations.
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It is management's opinion, however, that none of the above mentioned legal
proceedings and claims will have a material adverse effect on the Company's
business, consolidated financial position or results of operations. The costs of
defending such litigation can be substantial, regardless of outcome.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Inapplicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
The names, ages and positions of all the executive officers of the Company
as of September 1995 are listed below, followed by a brief account of their
business experience during the past five years. Officers are normally appointed
annually by the Board of Directors at a meeting of the directors immediately
following the Annual Meeting of Shareholders. There are no family relationships
among these officers nor any arrangements or understandings between any officer
and any other person pursuant to which an officer was selected. None of these
officers has been involved in any court or administrative proceeding within the
past five years adversely reflecting on his or her ability or integrity.
NAME AGE POSITION
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Charles A. Haggerty........................ 54 Chairman of the Board, President and Chief
Executive Officer
Kathryn A. Braun........................... 44 Executive Vice President, Personal Storage
Group
Kenneth E. Hendrickson..................... 54 Executive Vice President, Microcomputer
Products Group
D. Scott Mercer............................ 44 Executive Vice President, Chief Financial
and Administrative Officer
Marc H. Nussbaum........................... 39 Senior Vice President, Engineering
Michael A. Cornelius....................... 53 Vice President, Law and Secretary
Scott Tor Hughes........................... 32 Vice President, Human Resources
David W. Schafer........................... 43 Vice President, Worldwide Sales
Duston M. Williams......................... 37 Vice President and Treasurer
Messrs. Nussbaum, Schafer and Williams and Ms. Braun have been employed by
the Company for more than five years and have served in various executive
capacities with the Company before being appointed to their present positions.
Mr. Haggerty joined the Company as President in June 1992 and has been a
director since January 1993. He assumed the additional positions of Chairman and
Chief Executive Officer on June 30, 1993. Prior to joining the Company, he spent
his 28-year business career in various positions at IBM. In 1987, he became
IBM's Vice President of worldwide operations for the AS/400. He then served as
Vice President/General Manager, low-end mass-storage products responsible for
operations in the United States, Japan and the United Kingdom. Immediately prior
to joining the Company, he held the position of Vice President of IBM's
worldwide OEM storage marketing.
Mr. Hendrickson joined the Company in March 1994. Prior to joining the
Company, he served as Vice President, Operations and Quality and member of the
Board of Directors of Overland Data Corporation, Inc. from 1993 to 1994. From
1990 to 1993, he served as President of Archive Corporation's Archive Technology
Division.
Mr. Mercer joined the Company in October 1991 and served in various
executive capacities with the Company before being appointed to his present
position in August 1993. Prior to joining the Company, he served as Senior Vice
President and Chief Financial Officer of Businessland, Inc. from 1990 to 1991.
Mr. Cornelius joined the Company in January 1995. Prior to joining the
Company, he served in various positions with U.S. affiliates of Nissan Motor
Company, Inc. for 19 years. From 1990 to 1992, he served as
9
10
Nissan North America's Vice President of Legal and Public Affairs. Immediately
prior to joining the Company, he held the position of Vice President of
Corporate Affairs for Nissan North America.
Mr. Hughes joined the Company in July 1993 as Vice President, Human
Resources before becoming an elected officer of the Company in July 1994. Prior
to joining the Company, he served as Director of Human Resources of Quantum
Corporation from 1992 to 1993. From 1990 to 1992, he served in various
capacities with Western Digital, including acting Vice President, Human
Resources.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There is incorporated herein by reference the information required by this
Item included in the Company's 1995 Annual Report to Shareholders on page 32.
ITEM 6. SELECTED FINANCIAL DATA
There is incorporated herein by reference the information required by this
Item included in the Company's 1995 Annual Report to Shareholders on page 1.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
There is incorporated herein by reference the information required by this
Item included in the Company's 1995 Annual Report to Shareholders on pages 12 to
15.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
There is incorporated herein by reference the information required by this
Item included in the Company's 1995 Annual Report to Shareholders on pages 16 to
29 and page 31 and supplementary data schedule which is listed in Item 14 of
Part IV of this report.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
Inapplicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
There is incorporated herein by reference the information required by this
Item included in the Company's Proxy Statement for the 1995 Annual Meeting of
Shareholders which will be filed with the Securities and Exchange Commission no
later than 120 days after the close of the fiscal year ended July 1, 1995 and
the information from the section entitled "Executive Officers of the Registrant"
following Part 1, Item 4 of this Report.
ITEM 11. EXECUTIVE COMPENSATION
There is incorporated herein by reference the information required by this
Item included in the Company's Proxy Statement for the 1995 Annual Meeting of
Shareholders which will be filed with the Securities and Exchange Commission no
later than 120 days after the close of the fiscal year ended July 1, 1995.
Western Digital maintains certain employee benefit plans and programs in which
its executive officers and directors are participants. Copies of these plans and
programs are set forth or incorporated by reference as Exhibits 10.1, 10.2,
10.3, 10.10, 10.11, 10.12, 10.14, 10.15, 10.16, 10.21, 10.30 and 10.31 to this
Report.
10
11
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
There is incorporated herein by reference the information required by this
Item included in the Company's Proxy Statement for the 1995 Annual Meeting of
Shareholders which will be filed with the Securities and Exchange Commission no
later than 120 days after the close of the fiscal year ended July 1, 1995.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There is incorporated herein by reference the information required by this
Item included in the Company's Proxy Statement for the 1995 Annual Meeting of
Shareholders which will be filed with the Securities and Exchange Commission no
later than 120 days after the close of the fiscal year ended July 1, 1995.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(A) Documents filed as a part of this Report:
(1) Financial Statements
The financial statements listed in the accompanying Index to
Consolidated Financial Statements and Schedules on page 14 are filed as
part of this Report and incorporated herein by reference.
(2) Financial Statement Schedules
The financial statement schedule listed in the accompanying Index
to Consolidated Financial Statements and Schedules on page 14 is filed
as part of this Report and incorporated herein by reference.
(3) Exhibits
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------ ------------------------------------------------------------------------ ------------
3.1 Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K
as filed with the Securities and Exchange Commission on January 15,
1987)...................................................................
3.2.1 By-laws of the Registrant (incorporated by reference to Exhibit 3.2.1 to
the Registrant's Current Report on Form 8-K as filed with the Securities
and Exchange Commission on July 18, 1994)...............................
3.3 Certificate of Agreement of Merger(2)...................................
3.4 Certificate of Amendment of Certificate of Incorporation (incorporated
by reference to Exhibit 3.1 to the Registrant's Registration Statement
on Form S-3 (File No. 33-28374) as filed with the Securities and
Exchange Commission on April 26, 1989)..................................
4.1 Rights Agreement between the Registrant and First Interstate Bank, Ltd.,
as Rights Agent, dated as of December 1, 1988 (incorporated by reference
to Exhibit 1 to the Registrant's Current Report on Form 8-K as filed
with the Securities and Exchange Commission on December 12, 1988).......
4.2 Amendment No. 1 to Rights Agreement by and between the Registrant and
First Interstate Bank, Ltd. dated as of August 10, 1990 (incorporated by
reference to Exhibit 1 to the Registrant's Current Report on Form 8-K as
filed with the Securities and Exchange Commission on August 14, 1990)...
4.3 Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock of the Registrant (incorporated by
reference to Exhibit A of Exhibit 1 to the Registrant's Current Report
on Form 8-K as filed with the Securities and Exchange Commission on
December 12, 1988)......................................................
11
12
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------ ------------------------------------------------------------------------ ------------
10.1 The Western Digital Corporation Amended and Restated Employee Stock
Option Plan(7)**........................................................
10.2 The Western Digital Corporation Stock Option Plan for Non-Employee
Directors(7)**..........................................................
10.3 The Registrant's 1993 Employee Stock Purchase Plan(3)**.................
10.4 Receivables Contribution and Sale Agreements, dated as of January 7,
1994 by and between the Company, as seller, and Western Digital Capital
Corporation, as buyer(5)................................................
10.5 Receivables Purchase Agreement, dated as of January 7, 1994, by and
among Western Digital Capital Corporation, as seller, the Company, as
servicer, the Financial Institutions listed therein, as bank purchasers
and J. P. Morgan Delaware, as administrative agent(5)...................
10.6 First Amendment to Receivables Purchase Agreement, dated March 23, 1994,
by and between Western Digital Corporation, as seller and the Financial
Institutions listed therein as bank purchasers and administrative
agents(5)...............................................................
10.7 Assignment Agreement, dated as of March 23, 1994, by and between J. P.
Morgan Delaware as Bank Purchaser and Assignor and the Bank of
California, N.A. and the Long-term Credit Bank of Japan, LTD., Los
Angeles Agency, as Assignees(5).........................................
10.8 Asset Purchase Agreement dated December 16, 1993 by and between
Motorola, Inc. and Western Digital regarding the sale and purchase of
Western Digital's wafer fabrication facilities and certain related
assets(4)...............................................................
10.10 The Western Digital Corporation Deferred Compensation Plan(6)**.........
10.11 The Western Digital Corporation Executive Bonus Plan(6)**...............
10.12 The Extended Severance Plan of the Registrant(6)**......................
10.13 Manufacturing Building lease between Wan Tien Realty Pte Ltd and Western
Digital (Singapore) Pte Ltd dated as of November 9, 1993 (incorporated
by reference to Exhibit 10.17.1 to the Registrant's Quarterly Report on
Form 10-Q as filed with the Securities and Exchange Commission on
January 25, 1994).......................................................
10.14 The Management Incentive Compensation Plan of the Registrant for fiscal
year 1995(7)**..........................................................
10.15 Fiscal Year 1996 Western Digital Short-Term Bonus Plan(9)* **...........
10.16 Western Digital Long-Term Retention Plan* **............................
10.17 Subleases between Wan Tien Realty Pte Ltd and Western Digital
(Singapore) Pte Ltd dated as of September 1, 1991(1)....................
10.18 Sublease between Wan Tien Realty Pte Ltd and Western Digital (Singapore)
Pte Ltd dated as of October 12, 1992(1).................................
10.21 The Registrant's Non-Employee Directors Stock-for-Fees Plan(1)**........
10.22 Office Building Lease between The Irvine Company and the Registrant
dated as of January 13, 1988 (incorporated by reference to Exhibit 10.11
to Amendment No. 2 to the Registrant's Annual Report to Form 10-K as
filed on Form 8 with the Securities and Exchange Commission on
November 18, 1988)(8)...................................................
10.30 The Registrant's Savings and Profit Sharing Plan* **....................
10.31 First Amendment to the Registrant's Savings and Profit
Sharing Plan* **........................................................
11 Computation of Per Share Earnings (see page 18 hereof)..................
13 1995 Annual Report to Shareholders, not deemed to be filed herein except
for certain portions which have been incorporated herein by reference...
21 Subsidiaries of the Company (see page 19 hereof)........................
23 Consent of Independent Auditors (see page 20 hereof)....................
27 Financial Data Schedule.................................................
12
13
- ---------------
* New exhibit filed with this Report.
** Compensation plan, contract or arrangement required to be filed as an
exhibit pursuant to applicable rules of the Securities and Exchange
Commission.
(1) Incorporated by reference to the Registrant's Annual Report on Form 10-K as
filed with the Securities and Exchange Commission on September 28, 1992.
(2) Incorporated by reference to Amendment No. 2 to the Registrant's
Registration Statement on Form S-l (No. 33-54968) as filed with the
Securities and Exchange Commission on January 26, 1993.
(3) Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (No. 33-51725) as filed with the Securities and Exchange
Commission on December 28, 1993.
(4) Incorporated by reference to the Registrant's Current Report on Form 8-K as
filed with the Securities and Exchange Commission on January 5, 1994.
(5) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
as filed with the Securities and Exchange Commission on May 9, 1994.
(6) Incorporated by reference to the Registrant's Annual Report on Form 10-K as
filed with the Securities and Exchange Commission on September 23, 1994.
(7) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
as filed with the Securities and Exchange Commission on May 16, 1995.
(8) Subject to confidentiality order dated November 21, 1988.
(9) Confidential treatment requested.
(B) Reports on Form 8-K: None.
13
14
WESTERN DIGITAL CORPORATION
SEC FORM 10-K, ITEMS 8, 14(A) AND 14(D)
Index to Consolidated Financial Statements and Schedules
ANNUAL REPORT
PAGE(S)
-------------
Consolidated Financial Statements:
Consolidated Statements of Operations -- Three Years Ended July 1, 1995....... 16
Consolidated Balance Sheets -- July 1, 1995 and June 30, 1994................. 17
Consolidated Statements of Shareholders' Equity -- Three Years Ended July 1,
1995....................................................................... 18
Consolidated Statements of Cash Flows -- Three Years Ended July 1, 1995....... 19
Notes to Consolidated Financial Statements.................................... 20-29
Independent Auditors' Report.................................................. 30
Supplementary Data:
Quarterly Information (unaudited)............................................. 31
The Consolidated Financial Statements, Independent Auditors' Report and
unaudited quarterly information listed in the above index which are included in
the Company's 1995 Annual Report to Shareholders are hereby incorporated by
reference. With the exception of the items referred to above and in Items 5, 6,
7 and 8, the Company's Annual Report to Shareholders for the fiscal year ended
July 1, 1995 is not deemed filed as part of this Report.
Schedules:
II Consolidated Valuation and Qualifying Accounts
All other schedules are omitted as the required information is inapplicable
or the information is presented in the consolidated financial statements or
related notes.
Separate financial statements of the Registrant have been omitted as the
Registrant is primarily an operating company and its subsidiaries are
wholly-owned and do not have minority equity interests and/or indebtedness to
any person other than the Registrant in amounts which together exceed 5% of the
total consolidated assets as shown by the most recent year-end consolidated
balance sheet.
14
15
INDEPENDENT AUDITORS' REPORT ON SCHEDULES
The Board of Directors
Western Digital Corporation:
Under date of July 17, 1995, we reported on the consolidated balance sheets
of Western Digital Corporation as of July 1, 1995 and June 30, 1994, and the
related consolidated statements of operations, shareholders' equity and cash
flows for each of the years in the three-year period ended July 1, 1995, as
contained in the 1995 Annual Report to shareholders. These consolidated
financial statements and our report thereon are incorporated by reference in the
Annual Report on Form 10-K for the year 1995. In connection with our audits of
the aforementioned consolidated financial statements, we also audited the
related consolidated financial statement schedule as listed in the accompanying
index. This financial statement schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion on this financial
statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
KPMG PEAT MARWICK LLP
Orange County, California
July 17, 1995
15
16
WESTERN DIGITAL CORPORATION
SCHEDULE II -- CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
ALLOWANCE FOR
DOUBTFUL
THREE YEARS ENDED JULY 1, 1995 ACCOUNTS
------------------------------------------------------------------------ -------------
Balance at June 30, 1992................................................ $ 8,004
Charges to operations................................................. 2,476
Deductions............................................................ (1,044)
Other................................................................. (96)
-------
Balance at June 30, 1993................................................ 9,340
Charges to operations................................................. 3,797
Deductions............................................................ (2,124)
Other................................................................. (188)
-------
Balance at June 30, 1994................................................ 10,825
Charges to operations................................................. 250
Deductions............................................................ (1,682)
Other................................................................. (84)
-------
Balance at July 1, 1995................................................. $ 9,309
=======
16
17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
WESTERN DIGITAL CORPORATION
By: SCOTT MERCER
-----------------------------------
D. Scott Mercer
Executive Vice President, Chief
Financial
and Administrative Officer
Dated: September 27, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on September 27, 1995.
SIGNATURE TITLE
- --------------------------------------------- ----------------------------------------------
CHARLES A. HAGGERTY Chairman of the Board, President and Chief
- --------------------------------------------- Executive Officer (Principal Executive
Charles A. Haggerty Officer)
SCOTT MERCER Executive Vice President, Chief Financial and
- --------------------------------------------- Administrative Officer (Principal Financial
D. Scott Mercer and Accounting Officer)
JAMES A. ABRAHAMSON Director
- ---------------------------------------------
James A. Abrahamson
PETER D. BEHRENDT Director
- ---------------------------------------------
Peter D. Behrendt
I. M. BOOTH Director
- ---------------------------------------------
I. M. Booth
G. L. BRAGG Director
- ---------------------------------------------
George L. Bragg
I. FEDERMAN Director
- ---------------------------------------------
Irwin Federman
ANDRE R. HORN Director
- ---------------------------------------------
Andre R. Horn
ANNE O. KRUEGER Director
- ---------------------------------------------
Anne O. Krueger
THOMAS E. PARDUN Director
- ---------------------------------------------
Thomas E. Pardun
17
18
EXHIBIT 11
WESTERN DIGITAL CORPORATION
COMPUTATION OF PER SHARE EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
YEARS ENDED
---------------------------------
JULY 1, JUNE 30, JUNE 30,
1995 1994 1993
-------- ------- --------
PRIMARY
Net income (loss)......................................... $123,302 $73,136 $(25,108)
======== ======= ========
Weighted average number of common shares outstanding
during the period...................................... 46,082 39,341 31,813
Incremental common shares attributable to exercise of
outstanding options, warrants and ESPP contributions... 2,116 2,022 --
-------- ------- --------
Total shares........................................... 48,198 41,363 31,813
======== ======= ========
Net income (loss) per share............................... $ 2.56 $ 1.77 $ (.79)
======== ======= ========
FULLY DILUTED
Net income (loss)......................................... $123,302 $73,136 $(25,108)
Add back: interest expense, net of income tax effect
applicable to convertible subordinated debentures...... 3,594 4,664 --
-------- ------- --------
$126,896 $77,800 $(25,108)
======== ======= ========
Weighted average number of common shares outstanding
during the period...................................... 46,082 39,341 31,813
Incremental common shares attributable to exercise of
outstanding options, warrants and ESPP contributions... 2,125 2,280 --
Incremental common shares attributable to conversion of
convertible subordinated debentures.................... 3,213 4,059 --
-------- ------- --------
Total shares........................................... 51,420 45,680 31,813
======== ======= ========
Net income (loss) per share............................... $ 2.47 $ 1.70 $ (.79)
======== ======= ========
18
19
EXHIBIT 21
WESTERN DIGITAL CORPORATION
SUBSIDIARIES OF THE COMPANY
NAME JURISDICTION
- ---------------------------------------------------------------- ----------------------------
Western Digital Ireland, Ltd.................................... Cayman Islands
Western Digital (Malaysia) SDN BHD.............................. Malaysia
Western Digital (Deutschland) GmbH.............................. Federal Republic of Germany
Western Digital (France) S.a.r.1................................ France
Western Digital Japan Ltd....................................... Japan
Western Digital (U.K.) Limited.................................. United Kingdom
Western Digital Canada Corporation.............................. Canada
Western Digital (Singapore) Pte Ltd............................. Singapore
Western Digital Taiwan Co., Ltd................................. Taiwan, Republic of China
Western Digital Hong Kong Limited............................... Hong Kong
Western Digital Netherlands B.V................................. The Netherlands
Western Digital (S.E. Asia) Pte Ltd............................. Singapore
Western Digital Capital Corporation............................. Delaware
Western Digital (I.S.) Limited.................................. Ireland
Western Digital (HPSG Singapore) Pte Ltd........................ Singapore
Arrington Limited*.............................................. Republic of Ireland
Selenar Corporation*............................................ California
Selenar GmbH*................................................... Federal Republic of Germany
Western Digital Europe*......................................... California
Western Digital Pacific Corporation*............................ California
Western Digital Korea Sales, Ltd.*.............................. Republic of Korea
- ---------------
* represents inactive subsidiaries of the Company
19
20
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Western Digital Corporation:
We consent to the incorporation by reference in the Registration Statements
(Nos. 2-76179, 2-97365, 33-57953, 33-9853, 33-15771, 33-60166, 33-60168 and
33-51725) on Form S-8 of Western Digital Corporation of our reports dated July
17, 1995, relating to the consolidated balance sheets of Western Digital
Corporation as of July 1, 1995 and June 30, 1994, and the related consolidated
statements of operations, shareholders' equity and cash flows for each of the
years in the three-year period ended July 1, 1995, and the related schedule,
which reports appear in or are incorporated by reference in the July 1, 1995
Annual Report on Form 10-K of Western Digital Corporation.
KPMG PEAT MARWICK LLP
Orange County, California
September 27, 1995
20
21
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------ ------------------------------------------------------------------------ ------------
3.1 Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K
as filed with the Securities and Exchange Commission on January 15,
1987)...................................................................
3.2.1 By-laws of the Registrant (incorporated by reference to Exhibit 3.2.1 to
the Registrant's Current Report on Form 8-K as filed with the Securities
and Exchange Commission on July 18, 1994)...............................
3.3 Certificate of Agreement of Merger(2)...................................
3.4 Certificate of Amendment of Certificate of Incorporation (incorporated
by reference to Exhibit 3.1 to the Registrant's Registration Statement
on Form S-3 (File No. 33-28374) as filed with the Securities and
Exchange Commission on April 26, 1989)..................................
4.1 Rights Agreement between the Registrant and First Interstate Bank, Ltd.,
as Rights Agent, dated as of December 1, 1988 (incorporated by reference
to Exhibit 1 to the Registrant's Current Report on Form 8-K as filed
with the Securities and Exchange Commission on December 12, 1988).......
4.2 Amendment No. 1 to Rights Agreement by and between the Registrant and
First Interstate Bank, Ltd. dated as of August 10, 1990 (incorporated by
reference to Exhibit 1 to the Registrant's Current Report on Form 8-K as
filed with the Securities and Exchange Commission on August 14, 1990)...
4.3 Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock of the Registrant (incorporated by
reference to Exhibit A of Exhibit 1 to the Registrant's Current Report
on Form 8-K as filed with the Securities and Exchange Commission on
December 12, 1988)......................................................
10.1 The Western Digital Corporation Amended and Restated Employee Stock
Option Plan(7)**........................................................
10.2 The Western Digital Corporation Stock Option Plan for Non-Employee
Directors(7)**..........................................................
10.3 The Registrant's 1993 Employee Stock Purchase Plan(3)**.................
10.4 Receivables Contribution and Sale Agreements, dated as of January 7,
1994 by and between the Company, as seller, and Western Digital Capital
Corporation, as buyer(5)................................................
10.5 Receivables Purchase Agreement, dated as of January 7, 1994, by and
among Western Digital Capital Corporation, as seller, the Company, as
servicer, the Financial Institutions listed therein, as bank purchasers
and J. P. Morgan Delaware, as administrative agent(5)...................
10.6 First Amendment to Receivables Purchase Agreement, dated March 23, 1994,
by and between Western Digital Corporation, as seller and the Financial
Institutions listed therein as bank purchasers and administrative
agents(5)...............................................................
10.7 Assignment Agreement, dated as of March 23, 1994, by and between J. P.
Morgan Delaware as Bank Purchaser and Assignor and the Bank of
California, N.A. and the Long-term Credit Bank of Japan, LTD., Los
Angeles Agency, as Assignees(5).........................................
10.8 Asset Purchase Agreement dated December 16, 1993 by and between
Motorola, Inc. and Western Digital regarding the sale and purchase of
Western Digital's wafer fabrication facilities and certain related
assets(4)...............................................................
10.10 The Western Digital Corporation Deferred Compensation Plan(6)**.........
10.11 The Western Digital Corporation Executive Bonus Plan(6)**...............
10.12 The Extended Severance Plan of the Registrant(6)**......................
22
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------ ------------------------------------------------------------------------ ------------
10.13 Manufacturing Building lease between Wan Tien Realty Pte Ltd and Western
Digital (Singapore) Pte Ltd dated as of November 9, 1993 (incorporated
by reference to Exhibit 10.17.1 to the Registrant's Quarterly Report on
Form 10-Q as filed with the Securities and Exchange Commission on
January 25, 1994).......................................................
10.14 The Management Incentive Compensation Plan of the Registrant for fiscal
year 1995(7)**..........................................................
10.15 Fiscal Year 1996 Western Digital Short-Term Bonus Plan(9)* **...........
10.16 Western Digital Long-Term Retention Plan* **............................
10.17 Subleases between Wan Tien Realty Pte Ltd and Western Digital
(Singapore) Pte Ltd dated as of September 1, 1991(1)....................
10.18 Sublease between Wan Tien Realty Pte Ltd and Western Digital (Singapore)
Pte Ltd dated as of October 12, 1992(1).................................
10.21 The Registrant's Non-Employee Directors Stock-for-Fees Plan(1)**........
10.22 Office Building Lease between The Irvine Company and the Registrant
dated as of January 13, 1988 (incorporated by reference to Exhibit 10.11
to Amendment No. 2 to the Registrant's Annual Report to Form 10-K as
filed on Form 8 with the Securities and Exchange Commission on
November 18, 1988)(8)...................................................
10.30 The Registrant's Savings and Profit Sharing Plan* **....................
10.31 First Amendment to the Registrant's Savings and Profit Sharing
Plan* **................................................................
11 Computation of Per Share Earnings (see page 18 hereof)..................
13 1995 Annual Report to Shareholders, not deemed to be filed herein except
for certain portions which have been incorporated herein by reference...
21 Subsidiaries of the Company (see page 19 hereof)........................
23 Consent of Independent Auditors (see page 20 hereof)....................
27 Financial Data Schedule.................................................
- ---------------
* New exhibit filed with this Report.
** Compensation plan, contract or arrangement required to be filed as an
exhibit pursuant to applicable rules of the Securities and Exchange
Commission.
(1) Incorporated by reference to the Registrant's Annual Report on Form 10-K as
filed with the Securities and Exchange Commission on September 28, 1992.
(2) Incorporated by reference to Amendment No. 2 to the Registrant's
Registration Statement on Form S-l (No. 33-54968) as filed with the
Securities and Exchange Commission on January 26, 1993.
(3) Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (No. 33-51725) as filed with the Securities and Exchange
Commission on December 28, 1993.
(4) Incorporated by reference to the Registrant's Current Report on Form 8-K as
filed with the Securities and Exchange Commission on January 5, 1994.
(5) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
as filed with the Securities and Exchange Commission on May 9, 1994.
(6) Incorporated by reference to the Registrant's Annual Report on Form 10-K as
filed with the Securities and Exchange Commission on September 23, 1994.
(7) Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
as filed with the Securities and Exchange Commission on May 16, 1995.
(8) Subject to confidentiality order dated November 21, 1988.
(9) Confidential treatment requested.