-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D2jFdbhAu4bC7tvoDV/RCcq6EjXwuicAjMISMQzJhK8QrOR/ZqsSC3vjbCyc81Ok hj2S5rgeGThY9l94F1dfow== 0001001039-99-000015.txt : 19990701 0001001039-99-000015.hdr.sgml : 19990701 ACCESSION NUMBER: 0001001039-99-000015 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19990630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WALT DISNEY CO/ CENTRAL INDEX KEY: 0001001039 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 954545390 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-11605 FILM NUMBER: 99656673 BUSINESS ADDRESS: STREET 1: 500 SOUTH BUENA VISTA ST CITY: BURBANK STATE: CA ZIP: 91521 BUSINESS PHONE: 8185601000 MAIL ADDRESS: STREET 1: 500 SOUTH BUENA VISTA ST CITY: BURBANK STATE: CA ZIP: 91521 FORMER COMPANY: FORMER CONFORMED NAME: DC HOLDCO INC DATE OF NAME CHANGE: 19950918 10-K/A 1 ABC, INC. SAVINGS & INVESTMENT PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES DECEMBER 31, 1998 AND 1997 ABC, INC. SAVINGS & INVESTMENT PLAN INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES DECEMBER 31, 1998 AND 1997 Report of Independent Accountants F-2 Statements of Net Assets Available for Benefits F-3 Statement of Changes in Net Assets Available for Benefits F-4 Notes to Financial Statements F-5 Supplemental Schedules Schedule I - Line 27a: Schedule of Assets Held for Investment Purposes F-16 Schedule II - Line 27d: Schedule of Reportable Transactions F-17 Other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they were not applicable. F-1 REPORT OF INDEPENDENT ACCOUNTANTS June 22, 1999 To the Participants and the Employee Benefits Committee of the ABC, Inc. Savings & Investment Plan In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the ABC, Inc. Savings & Investment Plan (the "Plan") at December 31, 1998 and 1997, and the changes in its net assets available for benefits for the year ended December 31, 1998, in conformity with generally accepted accounting principles. 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 of these statements in accordance with generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were conducted 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. These 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. PRICEWATERHOUSECOOPERS LLP Los Angeles, CA June 22, 1999 F-2 ABC, INC. SAVINGS & INVESTMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS (In thousands) [CAPTION] December 31, -------------------- 1998 1997 --------- --------- Assets Investments: At fair value The Walt Disney Company Common Stock Fund $ 511,769 $ 535,542 Shares of registered investment companies: Fidelity Retirement Money Market Portfolio Fund 136,875 170,672 Fidelity Inst. Short-Inter Gov't Portfolio Fund 18,311 17,098 Fidelity Asset Manager Fund 65,533 61,654 Fidelity Growth & Income Portfolio Fund 188,509 163,342 Fidelity Magellan Fund 110,396 83,236 Participant Loans 13,202 14,364 --------- --------- Total investments 1,044,595 1,045,908 --------- --------- Receivables: Participants' contributions 6,021 139 Employer's contribution 857 882 --------- --------- Total receivables 6,878 1,021 --------- --------- Total assets 1,051,473 1,046,929 --------- --------- Net assets available for benefits $1,051,473 $1,046,929 ========= =========
The accompanying notes are an integral part of these financial statements. F-3 ABC, INC. SAVINGS & INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (In thousands) [CAPTION] For the Year Ended December 31, 1998 ------------------ Additions to net assets attributed to: Investment income: Dividend and interest income $ 39,011 Interest on participant loans 1,151 Net realized gain on sale of assets 8,775 Net unrealized depreciation on investments (14,170) --------- 34,767 --------- Contributions: Participant's 34,757 Employer's 11,293 --------- 46,050 --------- Total additions 80,817 --------- Deductions from net assets attributed to: Benefits paid to participants 76,668 Administrative expense 90 Transfer of assets to successor trustee 557 --------- Total deductions 77,315 --------- Increase in net assets 3,502 Transfer of assets from the Fairchild Publications Inc. Publishing Pension Plan (Note 1) 1,042 --------- Increase in net assets including transfer 4,544 --------- Net assets available for benefits: Beginning of year 1,046,929 --------- End of year $1,051,473 =========
The accompanying notes are an integral part of these financial statements. F-4 ABC, INC. SAVINGS & INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS (Tabular dollars in thousands) 1. Description of the Plan General The ABC, Inc. Savings & Investment Plan (the "Plan") is a defined contribution plan designed to provide participating employees the opportunity to accumulate retirement funds through a tax-deferred contribution arrangement pursuant to Section 401(k) and after-tax contributions pursuant to Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"). In addition to the Code, the Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). For further information regarding the Plan, refer to the Summary Plan Description and fund prospectus. Administration of the Plan On February 9, 1996, The Walt Disney Company acquired ABC, Inc. (the "Company") (previously called "Capital Cities/ABC, Inc."). The Company appointed the Employee Benefits Committee (the "Committee" or "Plan Administrator") to administer the Plan, interpret its provisions and resolve all issues arising in the administration of the Plan. The assets of the Plan are administered under a trust agreement between the Company and Fidelity Institutional Retirement Services Company ("Fidelity" or the "Trustee"). Pursuant to the trust agreement, Fidelity executes most of the day-to-day activities of administration. Participation Participation in the Plan is available to qualified employees of the Company and those other subsidiaries and divisions of ABC, Inc. which were a part of, or affiliates of the American Broadcasting Companies, Inc. ("ABC") (an indirect wholly-owned subsidiary of ABC, Inc.) prior to January 1, 1989. Individuals who became employees of the corporate and other broadcasting properties of ABC, Inc. subsequent to 1988 also are eligible to participate in the Plan as are employees of certain properties within the Company's Publishing Group not part of ABC, Inc. prior to January 1, 1989. Effective April 1, 1998, certain employees of the corporate and broadcasting operations of the Company hired prior to January 1, 1989 who were previously ineligible for the Plan and participating in The Employee Profit Sharing Plan of ABC, Inc. are eligible to participate in the Plan. Transfer of Assets During 1997, the Company sold certain Publishing Group properties to various purchasers. Employees of these Publishing Group properties who were participants of the Plan were allowed to either transfer their vested account balances to plans provided by the purchasers of the Publishing Group properties, withdraw from the Plan by December 31, 1999, or leave their account balances in the Plan subject to the Plan's distribution provisions regarding termination, retirement or death. The disposition of Publishing Group participant account balances was in accordance with the terms and conditions of each sale and may differ from sale to sale. Total net assets transferred amounted to $74,573,859. F-5 ABC, INC. SAVINGS & INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS (continued) 1. Description of the Plan (continued) Transfer of Assets (continued) Effective May 19, 1998, $1,042,000 of employee after-tax contributions of certain employees of Fairchild Publishing Inc. were transferred into the Plan from the Fairchild Publishing Inc. Publishing Pension Plan. Contributions Participants are permitted to authorize contributions in whole percentages, up to 10 percent of their base compensation on a pre-tax or after-tax basis, through payroll deductions. A participant's total contributions and the Company's matching contributions, in any Plan year, cannot exceed the limits provided under Sections 401(k), 401(a) and 415 of the Code. The Company currently contributes a matching amount equal to 50 percent of the first 5 percent a participant contributes to the Plan. The Company may make matching contributions either in cash, which is invested exclusively in the common stock of The Walt Disney Company, or directly in shares of the common stock of The Walt Disney Company and, at its discretion, the Company may change the level of matching contributions or cease making matching contributions. Participants may not transfer matched company contributions from The Walt Disney Company Common Stock Fund. However, participants are allowed to transfer matched contributions made prior to the merger of ABC, Inc. with The Walt Disney Company into any fund of their choice. Vesting Participants are immediately 100 percent vested with respect to all contributions made by the participant. Effective January 1, 1995, once the participant completes five years of service, matching employer contributions are immediately 100 percent vested. Prior to completion of the fifth year of service, matching employer contributions vest 50 percent at the end of the Plan year for which the contributions are made, and the remaining 50 percent at the end of the subsequent Plan year. Additionally, a participant's account is considered fully vested upon attaining age 65, or death while in active service, or upon termination of service because of permanent and total disability. Forfeitures Nonvested employer contributions are forfeited upon termination and revert to the Company. These amounts are used to reduce future employer contributions. Investments Participants may direct the investment of their contributions in any one or more investment funds established for the Plan. Participants may elect to change the investment of their contributions or to transfer all or part of their account balances among the various investment funds. Such elections may be made as often as once each month, in whole dollars or percentages. F-6 ABC, INC. SAVINGS & INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS (continued) 1. Description of the Plan (continued) Investments (continued) The trust agreement provides that assets of the Plan may be invested in the following pooled investment funds (collectively, the "Investment Funds"), established by Fidelity: The Walt Disney Company Common Stock Fund This fund consists primarily of The Walt Disney Company common stock and cash and cash equivalents which are deemed necessary for orderly investment in such stock and for anticipated cash requirements. Fidelity Retirement Money Market Portfolio Fund This fund invests in short-term money market instruments, such as bank certificates of deposit, issued by both U.S. and foreign banks, insurance companies and government agencies. Fidelity Institutional Short-Intermediate Government Portfolio Fund This fund invests only in fixed income securities issued by the U.S. government or issued by U.S. government agencies. Fidelity Asset Manager Fund This fund consists of a neutral mix of stocks, bonds and short-term investments of both U.S. and foreign governments. Fidelity Growth & Income Portfolio Fund This fund invests in stocks, bonds and short-term investments of U.S. and foreign companies that offer growth potential while paying dividends. Fidelity Magellan Fund This fund invests primarily in common stock and securities convertible into common stock; however, up to 20 percent of the Fund may be invested in fixed income securities. Additionally, the Fund may invest in foreign securities, high-yield securities, and may buy and sell options and futures contracts relating to securities in the Fund. The Walt Disney Company common stock may be held in the Fund. Brokerage commissions and stock transfer taxes in connection with the purchase or sale of securities are absorbed within the net asset value of each investment fund on each business day. All other costs and expenses incurred in connection with the administration of the Plan will be charged to the participants' accounts. F-7 ABC, INC. SAVINGS & INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS (continued) 1. Description of the Plan (continued) Benefits, Distributions and Withdrawals A participant's entire vested account balance, adjusted for investment gains or losses, is available for immediate distribution upon termination of employment. Effective January 1, 1998, participant account balances under $5,000 ($3,500 prior to January 1, 1998) are automatically distributed within 60 days following the participant's severance date or as soon as possible, thereafter. All amounts must be distributed when the terminated participant reaches age 65. Under Section 401(k) of the Code, in service withdrawals of tax-deferred contributions by participants are available only in amounts necessary to satisfy a financial hardship and will be made if the Committee determines that the reason for the hardship complies with applicable requirements under the Code. Under Section 401(a) of the Code, in service withdrawals of the value of after-tax contributions by participants can be made at any time, for any reason. In compliance with the Code, active participants who have reached age 70 and one-half must (unless exempt) take an annual minimum required distribution commencing not later than April 1, of the year following the year they attain age 70 and one-half. Loans Participants are permitted to borrow from their accounts subject to certain limitations and conditions established to comply with the current requirements of the Code. All loans made to participants are secured by their accounts with a right of off-set. Participants may borrow up to 50 percent of their vested account balance not to exceed $50,000 in any consecutive twelve month period. A participant may only have one loan outstanding. Loans may have a term of up to five years. The interest rate on loans is currently Chase Manhattan Bank of New York's prime rate plus 1 percent. Plan Amendment or Termination The Company reserves the right to amend or modify, at any time, the provisions of the Plan. Although the Company expects to continue the Plan indefinitely, the Board of Directors of the Company may terminate the Plan for any reason. If the Plan is terminated each participant will receive, as prescribed by ERISA and its related regulations, and in the form and manner determined by the Committee, a payment equal to the value of the participant's vested account at the time of liquidation. F-8 ABC, INC. SAVINGS & INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS (continued) 2. Summary of Significant Accounting Policies Basis of Accounting The financial statements of the Plan are prepared using the accrual basis of accounting. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Actual results could differ from those estimates. Contribution Policy Contributions are recorded in the period during which the Company makes payroll deductions from the employees' earnings. Matching company contributions are recorded in the same period. Investment Valuation and Income Recognition Investments in securities traded on national security exchanges are valued on the basis of the closing price on the last trading day of the year. Investments in commingled funds are valued at the redemption prices established by the Trustee, which are based on the market value of the fund assets. Participant loans are valued at cost which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Realized Gains and Losses on Security Transactions Realized gains and losses on security transactions are computed based upon the sales proceeds less the fair value of the investments at the beginning of the year or the acquisition cost, if acquired during the year. Unrealized Appreciation/Depreciation in Fair Value of Investments The unrealized appreciation or depreciation in the fair value of investments held at year end is based on values established at the most recent year-end valuation date as compared to the previous year-end valuation or the purchase cost if the investment was acquired within the year. Payment of Benefits Benefits are recorded when paid. F-9 ABC, INC. SAVINGS & INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS (continued) 3. Investments All funds are maintained on a unit basis. Unit value is determined daily by dividing the total assets of the fund by the total number of units allocated to participants' accounts. Investments held by the Plan are as follows: [CAPTION] December 31, 1998 December 31, 1997 ---------------------------------- -------------------------------- Number Market Number Market of Value Total of Value Units Per Unit Market Units Per Unit Market ----------- ---------- ---------- ----------- -------- ---------- The Walt Disney Company Common Stock Fund 36,738,632 $ 13.93 $ 511,769* 35,048,550 $15.28 $ 535,542* --------- --------- Fidelity Pooled Funds: Retirement Money Market Portfolio Fund 136,874,909 1.00 136,875* 170,672,420 1.00 170,672* Inst. Short-Inter Gov't Portfolio Fund 1,937,733 9.45 18,311 1,815,042 9.42 17,098 Asset Manager Fund 3,768,443 17.39 65,533* 3,359,919 18.35 61,654* Growth & Income Portfolio Fund 4,112,326 45.84 188,509* 4,287,183 38.10 163,342* Magellan Fund 913,724 120.82 110,396* 873,684 95.27 83,236* --------- --------- 519,624 496,002 --------- --------- Participant Loans 13,202 14,364 --------- --------- $1,044,595 $1,045,908 ========= =========
* Funds that constitute more than five percent of the investments held F-10 ABC, INC. SAVINGS & INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS (continued) 4. Statement of Net Assets Available for Benefits by Investment Program [CAPTION] DECEMBER 31, 1998 -------------------------------------------------------------------------------------------- The Walt Retirement Inst. Disney Money Short-Inter Growth & Company Market Gov't Asset Income Common Portfolio Portfolio Manager Portfolio Magellan Participant Stock Fund Fund Fund Fund Fund Fund Loans Total ----------- -------- ---------- -------- --------- --------- ----------- ---------- Investments at fair value $511,769 $136,875 $18,311 $65,533 $188,509 $110,396 $13,202 $1,044,595 Contributions receivable 2,126 3,121 83 263 718 567 - 6,878 ------- ------- ------ ------ ------- ------- ------ --------- Net assets available for benefits $513,895 $139,996 $18,394 $65,796 $189,227 $110,963 $13,202 $1,051,473 ======== ======== ======= ======= ======== ======== ======= ========== DECEMBER 31, 1997 ----------------------------------------------------------------------------------------------- The Walt Retirement Inst. Disney Money Short-Inter Growth & Company Market Gov't Asset Income Common Portfolio Portfolio Manager Portfolio Magellan Participant Stock Fund Fund Fund Fund Fund Fund Loans Total ---------- --------- --------- ------- --------- -------- ----------- ---------- Investments at fair value $535,542 $170,672 $17,098 $61,654 $163,342 $83,236 $14,364 $1,045,908 Inter-fund transfer receivable 2,000 (3,000) 50 200 450 300 - - Contributions receivable 328 161 25 112 224 171 - 1,021 ------- ------- ------ ------ ------- ------ ------ --------- Net assets available for benefits $537,870 $167,833 $17,173 $61,966 $164,016 $83,707 $14,364 $1,046,929 ======== ======== ======= ======= ======== ======= ======= ==========
F-11 ABC, INC. SAVINGS & INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS (continued) 5. Statement of Changes in Net Assets Available for Benefits by Investment Program [CAPTION] FOR THE YEAR ENDED DECEMBER 31, 1998 -------------------------------------------------------------------------------------------- The Walt Retirement Inst. Disney Money Short-Inter Growth & Company Market Gov't Asset Income Common Portfolio Portfolio Manager Portfolio Magellan Participant Stock Fund Fund Fund Fund Fund Fund Loans Total ---------- --------- ----------- ------- --------- -------- ----------- ------- Additions to net assets attributed to: Investment income Interest an $ 3,378 $ 7,577 $ 1,105 $12,042 $ 9,890 $ 5,019 $ 1,151 $40,162 Net realized (loss) /gain on sale of (662) - 64 401 6,291 2,681 - 8,775 ------- ------- ------ ------ ------- ------- ------ ------- 2,716 7,577 1,169 12,443 16,181 7,700 1,151 48,937 ------- ------- ------ ------ ------- ------- ------ ------- Net unrealized (depreciation) appreciation investments (57,317) - (21) (3,153) 26,771 19,550 - (14,170) ------- ------- ------ ------ ------ ------- ------ ------- Contributions: Participants 13,393 4,382 887 2,906 7,424 5,765 - 34,757 Employer 11,010 291 - (3) (4) (1) - 11,293 ------- ------- ------ ------ ------ ------- ------ ------- 24,403 4,673 887 2,903 7,420 5,764 - 46,050 ------- ------- ------ ------ ------ ------- ------ ------- Transfer of assets from the Fairchild Publications Inc. Publishing - 1,042 - - - - - 1,042 ------- ------- ------ ------ ------ ------- ------- ------- Total additions (30,198) 13,292 2,035 12,193 50,372 33,014 1,151 81,859 ------- ------- ------ ------ ------ ------- ------- ------- Deductions from net assets attributed to: Benefits paid to participants 29,334 17,241 2,815 5,435 15,125 5,610 1,108 76,668 Administrative expense 15 36 5 11 19 4 - 90 ------- ------- ------ ------ ------- ------- ------- ------- 29,349 17,277 2,820 5,446 15,144 5,614 1,108 76,758 ------- ------- ------ ------ ------- ------- ------- ------- Transfer of assets to successor trustee 139 153 84 67 66 48 - 557 ------- ------- ------ ------ ------- ------- ------- ------- Total deductions 29,488 17,430 2,904 5,513 15,210 5,662 1,108 77,315 ------- ------- ------ ------ ------- ------- ------- ------- Inter-fund transfers 35,711 (23,699) 2,090 (2,850) (9,951) (96) (1,205) - ------- ------- ------ ------ ------- ------- ------- ------- (Decrease)/ increase in net assets for the year (23,975) (27,837) 1,221 3,830 25,211 27,256 (1,162) 4,544 Net assets available for benefits: Beginning of year 537,870 167,833 17,173 61,966 164,016 83,707 14,364 1,046,929 ------- ------- ------ ------ ------- ------- ------ --------- End of year $513,895 $139,996 $18,394 $65,796 $189,227 $110,963 $13,202 $1,051,473 ======== ======== ======= ======= ======== ======== ======= ==========
F-12 ABC, INC. SAVINGS & INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS (continued) 6. Income Taxes The Company received an Internal Revenue Service determination letter dated March 28, 1996, stating that the Plan, as currently amended, qualifies under Section 401(a) of the Code and is therefore exempt from Federal income tax under Section 501(a) of the Code. Since the Plan is qualified under Section 401(a) of the Code, under applicable state law it is also exempt from state income taxes. The Plan Administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code. Accordingly, no provision for income taxes is made in the accompanying financial statements. 7. Related Party Transactions Certain Plan investments are shares of mutual funds managed by Fidelity. Fidelity is the trustee as defined by the Plan, and, therefore, these transactions qualify the Trustee as a party-in-interest. Fees paid by the Plan to the Trustee amounted to $90,038 for the year ended December 31, 1998. 8. Reconciliation of Financial Statements to Form 5500 The following is a reconciliation of net assets available for benefits according to the financial statements to Form 5500: [CAPTION] December 31, 1998 ------------ Net assets available for benefits per the financial statements $1,051,473 Amounts allocated to withdrawing participants (322) --------- Net assets available for benefits per Form 5500 $1,051,151 =========
F-13 ABC, INC. SAVINGS & INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS (continued) 8. Reconciliation of Financial Statements to Form 5500 (continued) The following is a reconciliation of benefits paid to participants according to the financial statements to Form 5500: [CAPTION] December 31, 1998 ------------- Benefits paid to participants per the financial statements $76,668 Less: Amounts allocated to withdrawing participants at December 31, 1997 (325) Add: Amounts allocated to withdrawing participants at December 31, 1998 322 ------- Benefits paid to participants per Form 5500 $76,665 =======
Amounts allocated to withdrawing participants are recorded on Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date. 9. Investment in Master Trust The Plan's investments are held in a Master Trust along with the assets of the Employee Profit Sharing Plan of ABC, Inc., a defined contribution plan sponsored by the Company. Each participating plan has a specific interest in the Master Trust. Assets of the Master Trust are allocated to the participating plans according to the elections of participants within each plan. At December 31, 1998 and 1997, the Plan's interest in the net assets of the Master Trust was approximately 80.5% and 84.7%, respectively. Investment income of the Master Trust is allocated based upon each Plan's interest within each of the investment funds held by the Master Trust. Investments held by the Master Trust are as follows: [CAPTION] December 31, ----------------------------- 1998 1997 ------------- -------------- Investments, at fair value: The Walt Disney Company Common Stock Fund $ 511,769 $ 535,542 Shares of registered investment companies 785,386 698,796 ------------- ------------ Total $ 1,297,155 $ 1,234,338 ============= ============
F-14 ABC, INC. SAVINGS & INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS (continued) 9. Investment in Master Trust (continued) The investment income of the Master Trust is as follows: [CAPTION] For the Year Ended December 31, 1998 ---------------------- Investment Income: Interest and dividends $52,988 Net realized gain on sale of assets 14,915 Net unrealized appreciation 23,655 ------ Total $91,558 =======
The net (depreciation)/appreciation (including net realized gains/losses) in the fair value of the investments held by the Master Trust is as follows: [CAPTION] For the Year Ended December 31, 1998 ---------------------- Net (Depreciation)/Appreciation: The Walt Disney Company Common Stock Fund $(57,979) Shares of registered investment companies 96,549 ------ Total $ 38,570 ========
F-15 ABC, INC. SAVINGS & INVESTMENT PLAN SCHEDULE I LINE 27a: SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1998 (DOLLARS ARE NOT IN THOUSANDS) [CAPTION] CURRENT DESCRIPTION OF INVESTMENTS COST VALUE -------------------------- ------------ --------------- *The Walt Disney Company $333,556,644 $ 511,769,145 Common Stock Fund *Fidelity Retirement Money Market 136,875,082 136,875,082 Portfolio Fund *Fidelity Inst. Short-Inter 18,236,798 18,311,575 Gov't Portfolio Fund *Fidelity Asset Manager Fund 61,640,772 65,533,220 *Fidelity Growth & Income Portfolio Fund 130,239,395 188,509,010 *Fidelity Magellan Fund 78,082,565 110,396,168 Participant Loans 0 13,201,714 (Maturities go through 2004 Interest rates range from 7.0% to 11.0%) ----------- ------------- $758,631,256 $1,044,595,914 =========== ============== *Parties-in-interest
F-16 ABC, INC. SAVINGS & INVESTMENT PLAN SCHEDULE II LINE 27d: SCHEDULE OF REPORTABLE TRANSACTIONS** FOR THE YEAR ENDED DECEMBER 31, 1998 (DOLLARS ARE NOT IN THOUSANDS) [CAPTION] Current Identity Selling/ Cost of value of asset of party Number of Purchase distribu- Lease Expense assets sold/ on transaction Net involved Description of assets Transactions Price tion Price rental incurred distributed date gain - ----------- --------------------- ----------- -------- ---------- ------ -------- ----------- ------------- ---------- The Walt The Walt Disney Company Disney Company* Common Stock 252 $143,049,404 252 $108,840,904 $84,532,322 $24,308,582 Fidelity * Growth & Income Portfolio Fund 252 64,913,539 251 72,806,572 60,895,470 11,911,102 Fidelity * Retirement Money Market Portfolio Fund 256 88,822,064 251 122,619,402 122,619,402 -
* Parties-in-interest **Transactions or series of transactions in excess of 5 percent of the current value of the Plan's assets as of December 31, 1998 as defined in 29 CFR 2520.103-6 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA. F-17 DISNEY SALARIED SAVINGS AND INVESTMENT PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES DECEMBER 31, 1998 AND 1997 DISNEY SALARIED SAVINGS AND INVESTMENT PLAN INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES DECEMBER 31, 1998 Report of Independent Accountants F-2 Statements of Net Assets Available for Benefits F-3 Statement of Changes in Net Assets Available for Benefits F-4 Notes to Financial Statements F-5 Supplemental Schedules Schedule I - Line 27a: Schedule of Assets Held for Investment Purposes F-13 Schedule II - Line 27b: Schedule of Loans or Fixed Income Obligations F-14 Schedule III - Line 27d: Schedule of Reportable Transactions F-15 Other schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they were not applicable. F-1 REPORT OF INDEPENDENT ACCOUNTANTS June 8, 1999 To the Participants and Investment and Administrative Committee for the Disney Salaried Savings and Investment Plan In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Disney Salaried Savings and Investment Plan (the "Plan") at December 31, 1998 and 1997 and the changes in its net assets available for benefits for the year ended December 31, 1998, in conformity with generally accepted accounting principles. 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 of these statements in accordance with generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were conducted 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, Loans or Fixed Income Obligations 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. These 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. PRICEWATERHOUSECOOPERS LLP Los Angeles, California June 8, 1999 F-2 DISNEY SALARIED SAVINGS AND INVESTMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS (In thousands) [CAPTION] December 31, -------------------- 1998 1997 -------- ---------- Assets Investments At fair value: The Walt Disney Company Common Stock Fund $383,655 $393,837 Shares of registered investment companies: Fidelity Inst. Short-Int. Govt Portfolio Fund 34,761 31,906 Fidelity Magellan Fund 115,352 87,003 PIMCO Total Return Fund 11,946 8,590 Fidelity Growth & Income Fund 102,549 75,722 Sequoia Fund 36,665 13,075 Fidelity Diversified International Fund 6,658 4,278 Putnam New Opportunities Fund 11,031 4,809 Participant Loans 15,034 12,936 ------ ------ Total investments 717,651 632,156 ------- ------- Receivables: Participants' contributions 1,215 1,790 Employer's contribution 280 501 Interest income 26 42 ------ ------- Total receivables 1,521 2,333 ------ ------- Total assets 719,172 634,489 ------- ------- Net assets available for benefits $719,172 $634,489 ======== ========
The accompanying notes are an integral part of these financial statements. F-3 DISNEY SALARIED SAVINGS AND INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (In thousands) [CAPTION] For the Year Ended December 31, 1998 ------------------ Additions to net assets attributed to: Investment income: Interest $ 1,216 Dividends 18,529 Net realized gain on sale of assets 3,886 ------- 23,631 ------- Net unrealized appreciation in fair value of investments 5,724 ------- Contributions: Participants' 69,327 Employer's 15,513 ------ 84,840 ------ Total additions 114,195 ------- Deductions from net assets attributed to: Benefits paid to participants 29,466 Administrative expense 46 ------ Total deductions 29,512 ------ Increase in net assets 84,683 Net assets available for benefits: Beginning of year 634,489 ------- End of year $719,172 ========
The accompanying notes are an integral part of these financial statements. F-4 DISNEY SALARIED SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS (Tabular dollars in thousands) 1. Description of the Plan General The Walt Disney Company (the "Company") implemented the Disney Salaried Savings and Investment Plan (the "Plan") on January 1, 1985. The Plan is a defined contribution plan designed to provide participating employees the opportunity to accumulate retirement funds through a tax-deferred contribution arrangement pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended (the "Code"). In addition to the Code, the Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). For further information regarding the Plan, refer to the Summary Plan Description. Administration of the Plan The Board of Directors of the Company has appointed the Investment and Administrative Committee of The Walt Disney Company Sponsored Qualified Benefit Plans and Key Employees Deferred Compensation and Retirement Plan (the "Committee" or "Plan Administrator") to administer the Plan, interpret its provisions and resolve all issues arising in the administration of the Plan. The assets of the Plan are administered under a trust agreement between the Company and Fidelity Institutional Retirement Services Company ("Fidelity" or the "Trustee"). Pursuant to the trust agreement, Fidelity executes most of the day-to-day activities of administration. Administrative expenses of the Plan, such as benefit plan consultation fees (exclusive of brokerage commissions on the purchase or sale of Company stock) may be paid from the assets of the Plan unless the Company, at its discretion, pays such expenses. Investment expenses incurred by the investment funds are charged to the respective funds. Participation Participation in the Plan is available to all domestic salaried employees of the Company and its subsidiaries participating in the Plan who are regularly scheduled to work 1,000 hours or more during a year. To be eligible, employees must be age 18 or older and have completed one year of employment during which they must also work at least 1,000 hours. The Plan accepts direct cash rollovers from other qualified plans regardless of whether the employee has met the one-year eligibility requirement. However, such funds are not available for hardship distributions or loans until after the employee has met the one-year eligibility requirement and has become a participant of the Plan. F-5 DISNEY SALARIED SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS (continued) 1. Description of the Plan (continued) Contributions Participants are permitted to authorize income deferrals in whole percentages, up to 15 percent of their base compensation on a pre-tax basis, through weekly payroll deductions. Prior to January 1, 1998, participants were permitted to defer income, in whole percentages, up to 10 percent of their base compensation on a pre-tax basis, through weekly payroll deductions. A participant's total tax-deferred contributions and the Company's matching contributions, in any Plan year, cannot exceed the limits provided under Section 415 of the Code. Effective January 1, 1987, the Plan ceased to accept voluntary post-tax contributions. Post-tax contributions made prior to January 1, 1987 may remain in the Plan and continue to share in the Plan's investment results on a tax-deferred basis. Income earned on voluntary contributions is not taxable for Federal income tax purposes until withdrawal and such post-tax contributions are recovered tax free when withdrawn or distributed. The Company currently contributes a matching amount equal to 50 percent of a participant's pre-tax contributions up to a maximum of 2 percent of such participant's base compensation. The Company may make matching contributions either in cash, which is invested exclusively in the Company's common stock, or directly in shares of the Company's common stock and, at its discretion, the Company may change the level of matching contributions or cease making matching contributions. Participants are fully vested immediately in all contributions including the Company's matching contributions made to the Plan and all earnings thereon. Investments Participants may direct the investment of their contributions in any one or more investment funds established for the Plan. Participants may elect to change the investment of their contributions or to transfer all or part of their account balances among the various investment funds. Such elections must be made in 1 percent increments. Effective April 1, 1997, three funds were eliminated from the Plan and five new funds were added to the Plan. Additionally, the valuation of The Walt Disney Company Stock Fund was changed from a share basis valuation to a unit basis valuation. Participants with an interest in the funds which were eliminated were allowed to transfer their balances to one of the remaining funds by March 19, 1997 or to allow their balances to be mapped automatically to the new investment funds. As of March 20, 1997, participants with an interest in Fidelity U.S. Bond Index Fund had their interest transferred to the PIMCO Total Return Fund. Participant balances in the Fidelity Balanced Fund were mapped to the Fidelity Growth & Income Fund, while participant balances in the Fidelity U.S. Equity Index Commingled Fund were mapped to the Fidelity Growth & Income Fund. F-6 DISNEY SALARIED SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS (continued) 1. Description of the Plan (continued) Investments (continued) The trust agreement provides that assets of the Plan may be invested in the following pooled investment funds (collectively, the "Investment Funds"): The Walt Disney Company Common Stock Fund This fund consists primarily of The Walt Disney Company common stock and cash and cash equivalents which are deemed necessary for orderly investment in such stock and for anticipated cash requirements. Fidelity Institutional Short-Intermediate Government Portfolio Fund This fund invests only in fixed income securities issued by the U.S. government or issued by U.S. government agencies. Fidelity Magellan Fund This fund invests primarily in common stock and securities convertible into common stock; however, up to 20 percent of the Fund may be invested in fixed income securities. Additionally, the Fund may invest in foreign securities, high-yield securities, and may buy and sell options and futures contracts relating to securities in the Fund. The Walt Disney Company common stock may be held in the Fund. PIMCO Total Return Fund This fund invests primarily in a diversified portfolio of fixed income securities of varying maturities, averaging within a three to six year time frame. The Fund may invest up to 10 percent of its assets in fixed income securities rated below investment grade but rated B or higher by Moody's or S&P. Additionally, the Fund may also invest up to 20 percent of its assets in securities denominated in foreign currencies, and may invest beyond this limit in U.S. dollar-denominated securities of foreign issuers. Fidelity Growth & Income Portfolio Fund This fund invests in stocks, bonds and short-term investments of U.S. and foreign companies that offer growth potential while paying dividends. Sequoia Fund This fund invests primarily in common stock and securities convertible into or exchangeable for common stock. Additionally, the Fund may invest, on a limited basis, in foreign securities, restricted securities and special situations. Fidelity Diversified International Fund This fund invests in a diversified portfolio of equity securities of companies located outside of the United States. Up to 35 percent of the fund may be invested in high-yield securities (commonly referred to as "junk bonds") and up to 15 percent may be invested in securities not readily converted to cash. F-7 DISNEY SALARIED SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS (continued) 1. Description of the Plan (continued) Investments (continued) Putnam New Opportunities Fund This fund invests in common stocks of companies in sectors of the economy believed to possess above-average long-term growth. The Fund may also invest in convertible bonds, convertible preferred stocks, preferred stocks, warrants and debt securities. Benefits, Distributions and Withdrawals A participant's entire account balance, adjusted for investment gains or losses, is available for immediate distribution upon termination of employment. Effective January 1, 1998, participants' account balances under $5,000 ($3,500 prior to January 1, 1998) are automatically distributed within 90 days following the participant's severance date. The participant has 60 days following the participant's severance date to elect whether or not to rollover the funds into an IRA or another qualified plan. If no election is made, the funds will be dispersed to the participant less 20 percent for federal withholding tax. Participants with account balances of $5,000 or more may elect a distribution at anytime following termination, before age 65. All amounts must be distributed when the participant reaches age 65. Under Section 401(k) of the Code, in service withdrawals of tax-deferred contributions by participants are available only in amounts necessary to satisfy a financial hardship and will be made if the Committee determines that the reason for the hardship complies with applicable requirements under the Code. A participant may withdraw his or her post-tax contributions twice each Plan year. The minimum amount of each post-tax contribution withdrawal is $500. Loans Participants are permitted to borrow from their accounts subject to certain limitations and conditions established to comply with the current requirements of the Code. All loans made to participants are secured by their accounts with a right of off-set. Voluntary post-tax contributions and any earnings thereon are not available for loans. Participants may borrow up to 50 percent of their account balance not to exceed $50,000 in any consecutive twelve month period. A participant may only have one loan outstanding. Loans may have a term of up to four years. However, the term can be extended to ten years if the loan is used to acquire or construct a principal residence of the participant. The interest rate on loans is currently prime plus 1 percent. F-8 DISNEY SALARIED SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS (continued) 1. Description of the Plan (continued) Plan Amendment or Termination The Company reserves the right to amend or modify, at any time, the provisions of the Plan. Although the Company expects to continue the Plan indefinitely, the Board of Directors of the Company may terminate the Plan for any reason. If the Plan is terminated each participant will receive, as prescribed by ERISA and its related regulations, and in the form and manner determined by the Committee, a payment equal to the value of the participant's account at the time of liquidation. 2. Summary of Significant Accounting Policies Basis of Accounting The financial statements of the Plan are prepared using the accrual basis of accounting. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Actual results could differ from those estimates. Contribution Policy Contributions are recorded in the period during which the Company makes payroll deductions from the employees' earnings. Matching company contributions are recorded in the same period. Investment Valuation and Income Recognition Investments in securities traded on national security exchanges are valued on the basis of the closing price on the last trading day of the year. Investments in commingled funds are valued at the redemption prices established by the Trustee, which are based on the market value of the fund assets. Participant loans are valued at cost which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Realized Gains and Losses on Security Transactions Realized gains and losses on security transactions are computed based upon the sales proceeds less the fair value of the investments at the beginning of the year or the acquisition cost, if acquired during the year. F-9 DISNEY SALARIED SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS (continued) 2. Summary of Significant Accounting Policies (continued) Unrealized Appreciation/Depreciation in Fair Value of Investments The unrealized appreciation or depreciation in the fair value of investments held at year end is based on values established at the most recent year-end valuation date as compared to the previous year-end valuation or the acquisition cost, if the investment was acquired within the year. Payment of Benefits Benefits are recorded when paid. F-10 DISNEY SALARIED SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS (continued) 3.Summary of Changes in Net Assets Available for Benefits by Investment Program [CAPTION] For The Year Ended December 31, 1998 ---------------------------------------------------------------------------------------- Fidelity The Walt Inst. Disney Short-Inter PIMCO Fidelity Fidelity Putnam Company Gov't Fidelity Total Growth & Diversified New Common Stock Portfolio Magellan Return Income Sequoia Int'l Opportunity Loan Fund Fund Fund Fund Fund Fund Fund Fund Fund Total ------------ --------- -------- ------ -------- ------- ----------- ----------- ------ --------- Additions to net assets attributed to: Investment income: Interest $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 1,216 $ 1,216 Dividends 2,451 2,097 5,281 1,025 5,313 1,778 248 336 0 18,529 Net realized gain on sale of assets 309 33 1,285 31 1,023 884 172 149 0 3,886 ------ ------- ------- ------ ------ ------ -------- ------- ------ ------- 2,760 2,130 6,566 1,056 6,336 2,662 420 485 1,216 23,631 ------- ------- ------- ------ ------ ------ -------- ------- ------ ------- Net unrealized appre- ciation (depreciation) in fair value of investments (38,397) 58 22,193 (144) 15,749 4,654 239 1,372 0 5,724 Contributions: Participants 26,521 3,035 11,975 2,282 12,265 7,142 2,246 3,861 0 69,327 Employer 15,513 0 0 0 0 0 0 0 0 15,513 ------- ------- ------ ----- ------ ------ -------- ------ ------ ------- 42,034 3,035 11,975 2,282 12,265 7,142 2,246 3,861 0 84,840 ------- ------- ------ ----- ------ ------ -------- ------ ------ ------- Total additions 6,397 5,223 40,734 3,194 34,350 14,458 2,905 5,718 1,216 114,195 ------- ------- ------ ----- ------ ------ -------- ------ ------ -------- Deductions from net assets attributed to: Benefits paid to participants 16,363 2,061 4,162 494 3,734 975 310 643 724 29,466 Administrative expense 11 10 7 4 13 1 0 0 0 46 ------- ------- ------ ----- ------ ------ -------- ------ ------ -------- Total deductions 16,374 2,071 4,169 498 3,747 976 310 643 724 29,512 ------- ------- ------ ----- ------ ------ -------- ------ ------ -------- Inter-fund transfers (689) (333) (8,339) 631 (3,916) 10,147 (234) 1,143 1,590 0 ------- ------- ------ ----- ------ ------ -------- ------ ------ -------- Increase (decrease) in net assets (10,666) 2,819 28,226 3,327 26,687 23,629 2,361 6,218 2,082 84,683 Net assets available for benefits: Beginning of year 395,042 31,995 87,358 8,656 76,050 13,187 4,332 4,891 12,978 634,489 ------- ------ ------- ------ ------- ------ ----- ------ ------ ------- End of year $384,376 $34,814 $115,584 $11,983 $102,737 $36,816 $6,693 $11,109 $15,060 $719,172
F-11 DISNEY SALARIED SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS (continued) 4. Income Taxes The Company has received an Internal Revenue Service determination letter dated June 18, 1996 stating that the Plan qualifies under Section 401(a) of the Code and is therefore exempt from Federal income tax under Section 501(a) of the Code. Since the Plan is qualified under Section 401(a) of the Code, under applicable state law it is also exempt from state income taxes. The Plan Administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code. Accordingly, no provision for income taxes is made in the accompanying financial statements. 5. Related Party Transactions Certain Plan investments are shares of mutual funds managed by Fidelity. Fidelity is the trustee as defined by the Plan, and, therefore, these transactions qualify the Trustee as a party-in-interest. Fees paid by the Plan to the Trustee amounted to $46,363 for the year ended December 31, 1998. 6. Reconciliation of Financial Statements to Form 5500 The following is a reconciliation of net assets available for benefits according to the financial statements to Form 5500: [CAPTION] December 31, ---------------------------- 1998 1997 ------------- ------------- Net assets available for benefits per the financial statements $719,172 $634,489 Amounts allocated to withdrawing participants (440) (909) ------- ------- Net assets available for benefits per Form 5500 $718,732 $633,580 ======== ========
The following is a reconciliation of benefits paid to participants according to the financial statements to Form 5500: [CAPTION] Year Ended December 31, 1998 -------------- Benefits paid to participants per the financial statements $29,466 Add: Amounts allocated to withdrawing participants at December 31, 1998 440 Less: Amounts allocated to withdrawing participants at December 31, 1997 (909) ------ Benefits paid to participants per Form 5500 $28,997 =======
Amounts allocated to withdrawing participants are recorded on Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, but not yet paid as of that date. F-12 DISNEY SALARIED SAVINGS AND INVESTMENT PLAN SCHEDULE I LINE 27a: SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT DECEMBER 31, 1998 (DOLLARS ARE NOT IN THOUSANDS) [CAPTION] CURRENT DESCRIPTION OF INVESTMENTS COST VALUE -------------------------- ------------- ------------- *The Walt Disney Company $ 202,213,969 $ 383,654,337 Common Stock Fund *Fidelity Inst. Short-Inter 35,208,145 34,761,343 Gov't Portfolio Fund *Fidelity Magellan Fund 77,075,290 115,351,990 PIMCO Total Return Fund 11,937,861 11,946,621 *Fidelity Growth & Income Fund 74,335,535 102,548,402 Sequoia Fund 30,133,725 36,664,925 *Fidelity Diversified 6,440,092 6,658,138 International Fund Putnam New Opportunities Fund 9,156,450 11,031,475 Participant Loans (Maturities go through 2008 Interest rates range from 7.00% to 10.00%) 0 15,034,363 ----------- ------------ $ 446,501,067 $ 717,651,594 ============= =============
*Parties-in-interest F-13 DISNEY SALARIED SAVINGS AND INVESTMENT PLAN SCHEDULE II LINE 27b: SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS FOR THE YEAR ENDED DECEMBER 31, 1998 (DOLLARS ARE NOT IN THOUSANDS) [CAPTION] Original Amount received Unpaid Detailed amount during reporting year balance at description of Amount overdue Identity and address --------------------- ------------------------ of obligor of loan Principal Interest end of year loan Principal Interest - -------------------- -------- --------- -------- ----------- ------------------ ---------- --------- Thomas Puckett Jr. $ 6,000 $ 989 $ 364 $4,602 Loan Dated 08/1 $ 395 $ 125 303 Duncan Court Maturity 09/05/2001 Orlando, Florida 32835 9.5% Interest $34.70 payment Phillip Gier 17,000 3,323 1,101 11,676 Loan Dated 06/05 693 192 2317 Cilantro Drive Maturity 05/24/2001 Orlando, Florida 32837 9.5% Interest $98.32 payment
F-14 DISNEY SALARIED SAVINGS AND INVESTMENT PLAN SCHEDULE III LINE 27d: SCHEDULE OF REPORTABLE TRANSACTIONS** FOR THE YEAR ENDED DECEMBER 31, 1998 (DOLLARS ARE NOT IN THOUSANDS) [CAPTION] Current Identity Selling/ Cost of value of asset of party Number of Purchase distribution Lease Expense assets sold/ on transaction Net involved Description of Assets Transactions Price Price rental incurred distributed date gain - -------------- -------------------- ------------ -------- ------------ ------ -------- ------------ -------------- -------- The Walt The Walt Disney Company Disney Company* Common Stock Fun 250 $62,614,033 230 $34,710,058 $20,092,344 $14,617,714
* Parties-in-interest **Transactions or series of transactions in excess of 5 percent of the current value of the Plan's assets as of December 31, 1998 as defined in 29 CFR 2520.103-6 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA. F-15 -----END PRIVACY-ENHANCED MESSAGE-----