EX-99.1 2 dex991.htm FINANCIAL STATEMENTS OF HOURLY SAVINGS AND INVESTMENT PLAN Financial statements of Hourly Savings and Investment Plan

Exhibit 99.1

DISNEY HOURLY SAVINGS AND INVESTMENT PLAN

REPORT ON FINANCIAL STATEMENTS

DECEMBER 31, 2009 AND 2008


DISNEY HOURLY SAVINGS AND INVESTMENT PLAN

INDEX TO FINANCIAL STATEMENTS

DECEMBER 31, 2009 AND 2008

 

      Page

Report of Independent Registered Public Accounting Firm

   1

Financial Statements:

  

Statements of Net Assets Available for Benefits as of December 31, 2009 and 2008

   2

Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2009

   3

Notes to Financial Statements

   4

Additional Information (included pursuant to Department of Labor’s Rules and Regulations):

  

Schedule H, line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2009

   12

Other schedules required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 (“ERISA”) have been omitted because they are either not applicable or have been filed directly with the Department of Labor as part of the Master Trust filing.


Report of Independent Registered Public Accounting Firm

To the Participants and Administrator of

the Disney Hourly 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 Hourly Savings and Investment Plan (the “Plan”) at December 31, 2009 and 2008, and the changes in net assets available for benefits for the year ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is 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. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ PRICEWATERHOUSECOOPERS LLP

Los Angeles, California

June 23, 2010

 

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DISNEY HOURLY SAVINGS AND INVESTMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

(In thousands)

 

     December 31,
     2009    2008

Assets

     

Investments in Master Trust at fair value:

     

Disney Common Stock Fund

   $ 21,750    $ 13,745

Citadel Common Stock Fund

     —        5

Fidelity Institutional Money Market Fund

     11,921      10,507

Fidelity Capital Appreciation Fund

     6,999      4,388

Fidelity Diversified International Fund

     7,044      4,397

Fidelity Freedom Income Fund

     403      276

Fidelity Freedom 2000 Fund

     189      107

Fidelity Freedom 2005 Fund

     229      110

Fidelity Freedom 2010 Fund

     1,576      882

Fidelity Freedom 2015 Fund

     2,843      1,667

Fidelity Freedom 2020 Fund

     3,086      1,559

Fidelity Freedom 2025 Fund

     2,710      1,418

Fidelity Freedom 2030 Fund

     2,413      1,166

Fidelity Freedom 2035 Fund

     1,906      990

Fidelity Freedom 2040 Fund

     1,749      917

Fidelity Freedom 2045 Fund

     585      187

Fidelity Freedom 2050 Fund

     491      144

Fidelity US Equity Index Commingled Pool

     5,662      3,796

Baron Growth Fund

     3,979      2,362

Sequoia Fund

     6,970      5,180

PIMCO Total Return Fund

     8,831      6,066

Calamos Growth Fund

     7,048      3,709

Federated US Treasury Cash Reserve

     211      —  

Vanguard Mid-Cap Index Fund

     4,017      2,298

Royce Low Priced Stock Fund

     2,439      1,135

RBC Enterprise I (formerly known as Tamarack Enterprise Fund)

     1,015      757

Participant loans

     4,851      3,971
             

Total investments

     110,917      71,739
             

Receivables:

     

Participant contributions

     —        360

Employer contributions

     87      213

Interest and dividend income

     233      207
             

Total receivables

     320      780
             

Net assets available for benefits

   $ 111,237    $ 72,519
             

The accompanying notes are an integral part of these financial statements.

 

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DISNEY HOURLY SAVINGS AND INVESTMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

(In thousands)

 

     For the Year Ended
December 31, 2009

Plan’s interest in Master Trust’s investment income:

  

Dividends

   $ 1,461

Interest

     252

Net appreciation in fair value of investments (Note 3)

     20,447
      
     22,160
      

Contributions:

  

Participant

     16,114

Employer

     4,181
      
     20,295
      

Deductions from net assets attributed to:

  

Benefits paid to participants

     3,672

Administrative expenses (Note 5)

     65
      
     3,737
      

Net increase

     38,718

Net assets available for benefits:

  

Beginning of year

     72,519
      

End of year

   $ 111,237
      

The accompanying notes are an integral part of these financial statements.

 

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DISNEY HOURLY SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

(Tabular dollars in thousands)

 

1. Description of the Plan

General

The Walt Disney Company (the “Company”) adopted the Disney Hourly Savings and Investment Plan (the “Plan”) effective June 1, 2000. 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 (the “Code”). In addition to the Code, the Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). This Plan is also an Employee Stock Ownership Plan (“ESOP”) that provides employees the opportunity to participate in the performance, both positive and negative, of common stock of The Walt Disney Company. The following description of the Plan provides only general information. Participants should refer to the Plan document for a complete description of the Plan’s provisions.

Administration of the Plan

The Investment and Administrative Committee of The Walt Disney Company Sponsored Qualified Benefit Plans and Key Employee Deferred Compensation and Retirement Plan (the “Committee” or “Plan Administrator”) administers the Plan, interprets its provisions and resolves 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 Management Trust Company (“Fidelity” or the “Trustee”). Pursuant to the trust agreement, Fidelity executes most of the day-to-day activities of trust administration.

Administrative expenses of the Plan 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 eligible domestic hourly employees of the Company and its subsidiaries who are not covered by a collective bargaining agreement, or who are covered by a collective bargaining agreement that provides for their participation in the Plan.

Eligible employees age 18 or older may enroll and begin making contributions 90 days after their hire date. After one year of service, Company matching contributions begin.

The Plan accepts direct cash rollovers from other qualified plans regardless of whether the employee has met the eligibility service requirement.

Contributions

Prior to January 1, 2009, participants were permitted to contribute, in whole percentages, up to 20 percent of their base compensation. Effective January 1, 2009, participants are permitted to contribute in whole percentages, up to 50 percent of their base compensation, through weekly payroll deductions.

Prior to October 1, 2009, participant contributions were made only on a pre-tax basis. Effective October 1, 2009, the Company established a Roth 401(k) contribution option, which allows participants to contribute to the Plan on an after-tax basis.

 

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DISNEY HOURLY SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

(continued)

 

1. Description of the Plan (continued)

 

Contributions (continued)

 

A participant’s total pre-tax contributions, after-tax Roth 401(k) contributions and the Company’s matching contributions, in any plan year, cannot exceed the limits provided under Section 402(g) and Section 415 of the Code.

The Company currently contributes as a matching amount the lesser of two percent of eligible compensation or 50 percent of employee contributions. The Company may change the level of matching contributions or cease making matching contributions.

Income earned on participant pre-tax contributions and Company contributions to the Plan is not taxable for federal or state income tax purposes until withdrawn from the Plan. Income earned on Roth 401(k) contributions is not taxable if distributed in a qualified distribution. A Roth 401(k) withdrawal is considered a qualified distribution if five taxable years have passed since a participant’s first contribution and the withdrawal is attributable to the participant’s attainment of age 59 1/2, disability or death.

Vesting

Participants are fully vested immediately in all contributions, including the Company’s matching contributions, and all earnings thereon.

Investments

Participants may direct the investment of their individual contributions and any Company matching contributions in any one or more of the 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 in increments of one percent.

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. Participants’ account balances under $1,000 are automatically distributed within 60 days following the participant’s termination date (or on a future date at which the present value of the account balance should fall below $1,000), less 20 percent for federal tax withholding, unless the participant elects to rollover the distribution into an IRA or another qualified plan. Participants with account balances of $1,000 or more may elect a distribution at any time following termination of employment, except all amounts are to be distributed in accordance with the minimum required distribution provisions of the Code.

In-service withdrawals, up to 100 percent of the participant’s account, are available after reaching age 59 1/2. Hardship withdrawals are limited to the amounts necessary to satisfy a financial hardship and will be made if the Committee, or its delegate, determines that the reason for the hardship complies with applicable requirements under the Code and the Plan.

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 offset. Participants may borrow up to 50 percent of their vested account balance not to exceed $50,000 in any consecutive twelve month period. The minimum amount of each loan is $1,000, and a participant may only have one loan outstanding.

 

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DISNEY HOURLY SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

(continued)

 

1. Description of the Plan (continued)

 

Loans (continued)

 

Effective January 1, 2009, loans may have a term of up to five years. However, the term can be extended to thirty years if the loan is used to acquire or construct a principal residence of the participant. The interest rate on loans is determined at the time the loan was issued based on the prime rate plus one percent. Loan payments, including interest, are credited to the participant’s account.

Plan Amendment or Termination

The Company reserves the right to amend or modify the provisions of the Plan at any time. 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 balance 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 accounting principles generally accepted in the United States of America 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.

Risks and Uncertainties

The Plan provides for various investment options in mutual funds and other securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks, which can include increases in defaults and credit rating downgrades. Due to the level of risk associated with certain investment securities, it is at least reasonably possible those changes in risks in the near term would materially affect participants’ account balances, the amounts reported in the Statements of Net Assets Available for Benefits and the amounts reported in the Statement of Changes in Net Assets Available for Benefits.

Investment Valuation and Income Recognition

The Plan’s investments are all held in the Disney 401(k) Master Trust (the “Master Trust”). Shares in registered investment companies are valued at the net asset value of shares held by the Plan at year end. Shares of common and collective trust funds are valued at net asset value, which is based upon the value of the underlying securities as determined by the Trustee at year end. The Disney Common Stock Fund is valued at the year end unit closing price (defined as the year end quoted market price of common stock plus invested cash). Participant loans are valued at their outstanding balances, 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.

 

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DISNEY HOURLY SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

(continued)

 

2. Summary of Significant Accounting Policies (continued)

 

Net Appreciation/Depreciation in Fair Value of Investments

The Plan’s share of the Master Trust’s net appreciation or depreciation in the fair value of investments recorded in the Statement of Changes in Net Assets Available for Benefits consists of realized gains (losses) on sales and unrealized appreciation (depreciation) on investments.

Payment of Benefits

Benefits are recorded when paid.

 

3. Investments

The following are the Plan’s share of investments within the Master Trust that represent 5% or more of the Plan’s net assets at December 31 (in thousands):

 

     2009    2008

Disney Common Stock Fund

   $ 21,750    $ 13,745

Fidelity Institutional Money Market Fund

     11,921      10,507

Fidelity Capital Appreciation Fund

     6,999      4,388

Fidelity Diversified International Fund

     7,044      4,397

Fidelity US Equity Index Commingled Pool

     5,662      3,796

PIMCO Total Return Fund

     8,831      6,066

Sequoia Fund

     6,970      5,180

Calamos Growth Fund

     7,048      3,709

During 2009, the Plan’s share of investments within the Master Trust appreciated (depreciated) in value as follows (in thousands):

 

Disney Common Stock Fund

   $ 6,410   

Citadel Common Stock Fund

     (4

International/Global Equities

     1,523   

Domestic Equities – Small Cap

     1,880   

Domestic Equities – Mid Cap

     3,276   

Domestic Equities – Large Cap

     3,788   

Life Cycle/Target Date Funds

     3,138   

Bond Fund

     436   
        
   $ 20,447   
        

 

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DISNEY HOURLY SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

(continued)

 

4. Income Taxes

The Company has received a favorable determination letter from the Internal Revenue Service dated February 10, 2006, stating that the Plan qualifies under Section 401(a) of the Code and is therefore exempt from income taxes under Section 501(a) of the Code. The Plan has subsequently been amended and the Company intends to file for a new determination letter in the future in accordance with the staggered remedial amendment period provisions of Revenue Procedure 2007-44. The Plan Administrator and the Plan’s legal 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 registered investment companies managed by Fidelity. Fidelity is the trustee as defined by the Plan, and therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Plan to the Trustee amounted to $64,758 for the year ended December 31, 2009. The Company also qualifies as a party-in-interest and absorbs certain administrative expenses of the Plan. The Company paid $145,289 of administrative expenses on behalf of the Plan for the year ended December 31, 2009. Participant loans are considered party-in-interest transactions. The Plan also offers the Disney Common Stock Fund investment option, which is designed for investment in common stock of the Company. All of the above transactions qualify as exempt party-in-interest transactions.

 

6. Investment in Disney 401(k) Master Trust

The Plan’s investments are held in the Master Trust, which also includes the assets of the Disney Savings and Investment Plan, which is a defined contribution plan sponsored by the Company. Assets of the Master Trust are allocated to the participating plans according to the investment elections of participants within each plan. The Plan’s interest in the net assets of the Master Trust was approximately 4% and 3% at December 31, 2009 and 2008, respectively. Investment income of the Master Trust for the year ended December 31, 2009 was allocated based upon each Plan’s interest within each of the investment funds held by the Master Trust. For the year ended December 31, 2009, the Master Trust’s purchases and sales of The Walt Disney Company common stock were $130,401,877 and $149,490,594, respectively.

Investments held by the Master Trust are as follows (in thousands):

 

     December 31,
     2009    2008

Investments, at fair value:

     

Disney Common Stock Fund

   $ 698,495    $ 508,262

Citadel Common Stock Fund

     —        233

International/Global Equities

     195,113      140,331

Domestic Equities – Small Cap

     145,327      91,547

Domestic Equities – Mid Cap

     215,155      54,547

Domestic Equities – Large Cap

     699,419      626,923

Life Cycle/Target Date Funds

     248,073      155,681

Bond Fund

     301,670      212,314

Money Market Funds

     295,091      308,993
             

Total

   $ 2,798,343    $ 2,098,831
             

 

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DISNEY HOURLY SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

(continued)

 

6. Investment in Disney 401(k) Master Trust (continued)

 

The investment income of the Master Trust is as follows (in thousands):

 

     For the Year Ended
December 31, 2009

Investment income:

  

Interest and dividends

   $ 37,562

Net appreciation in fair value of investments

     560,721
      

Total

   $ 598,283
      

The net appreciation (depreciation) in the fair value of the investments held by the Master Trust is as follows (in thousands):

 

     For the Year Ended
December 31, 2009
 

Net appreciation (depreciation):

  

Disney Common Stock Fund

   $ 209,292   

Citadel Common Stock Fund

     (178

International/Global Equities

     43,229   

Domestic Equities – Small Cap

     38,255   

Domestic Equities – Mid Cap

     64,843   

Domestic Equities – Large Cap

     145,148   

Life Cycle/Target Date Funds

     44,504   

Bond Fund

     15,628   
        

Total

   $ 560,721   
        

On June 12, 2007, the ABC Radio business was spun off from The Walt Disney Company and then merged with Citadel Broadcasting Corporation (“Citadel”). Under the terms of the merger agreement, each Disney stockholder received 0.0768 shares of Citadel common stock for each share of Disney common stock held as of June 6, 2007, the record date of the transaction. After the merger, the Citadel Common Stock Fund was added as a new investment fund to the Plan. The Citadel Common Stock Fund was liquidated on July 17, 2009 and proceeds were invested in the Disney Common Stock Fund on August 21, 2009.

 

7. Fair Value Measurements

In September 2006, the Financial Accounting Standards Board (FASB) issued guidance on fair value measurements which provides a common definition of fair value and establishes a framework to make the measurement of fair value in generally accepted accounting principles more consistent and comparable. This guidance also requires expanded disclosures to provide information about the extent to which fair value is used to measure assets and liabilities, the methods and assumptions used to measure fair value, and the effect of fair value measures on earnings. The Plan adopted the guidance effective as of January 1, 2008.

 

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DISNEY HOURLY SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

(continued)

 

7. Fair Value Measurements (continued)

 

Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants and requires that assets and liabilities carried at fair value are classified and disclosed in the following three categories:

 

   

Level 1 – Quoted prices for identical instruments in active markets

 

   

Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets

 

   

Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or value drivers are not observable in active markets

The Master Trust’s assets measured at fair value on a recurring basis are summarized in the following table by the type of inputs applicable to the fair value measurements (in thousands):

 

     Fair Value Measurement at December 31, 2009
     Level 1    Level 2    Total

Investments held by Master Trust:

        

Disney Common Stock Fund

   $ 698,495    $ —      $ 698,495

International/Global Equities

     195,113      —        195,113

Domestic Equities – Small Cap

     145,327      —        145,327

Domestic Equities – Mid Cap

     215,155         215,155

Domestic Equities – Large Cap

     484,639      214,780      699,419

Life Cycle/Target Date Funds

     248,073      —        248,073

Money Market Funds

     295,091      —        295,091

Bond Fund

     301,670      —        301,670
                    

Total of investments held by Master Trust

   $ 2,583,563    $ 214,780    $ 2,798,343
                    

The fair values of Level 1 investments are determined based on publicly quoted market prices in active markets. The fair values of Level 2 investments are determined by using the daily net asset value of shares held in the common/collective trust fund which contains investments valued based on quoted prices in active markets for identical securities or based on values determined using other significant observable inputs.

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

At December 31, 2009, the Plan held participant loans totaling $4,851,037, which are considered to be Level 3 assets. The participant loans are valued at their outstanding receivable balances from the participant, which approximates fair value.

 

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DISNEY HOURLY SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

(continued)

 

7. Fair Value Measurements (continued)

 

A reconciliation of the participant loan balances from January 1, 2009 to December 31, 2009 follows (in thousands):

 

Participant Loans:

  

Beginning balance at January 1, 2009

   $ 3,971   

New loans to participants

     2,968   

Loan repayments

     (2,096

Accrued interest

     8   
        

Ending balance at December 31, 2009

   $ 4,851   
        

 

8. Subsequent Events

Effective January 1, 2010, the Company match was increased to 3% of pay (an increase from 50% to 75% of the first 4% of pay in employee contributions). The increased match is available to all participants not covered by a collective bargaining agreement under the Plan. The increased match is also available to those participants covered by a collective bargaining agreement which has negotiated the increase in match.

 

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DISNEY HOURLY SAVINGS AND INVESTMENT PLAN

EIN: 95-4545390, Plan: 026

SCHEDULE H, LINE 4i

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2009

 

(a)

  

(b)

Identity of Issue,
Borrower, Lessor

or Similar Party

  

(c)

Description of Investment, Including Maturity Date, Rate of Interest, Collateral,  Par or Maturity Value

  

(e)

Current

Value

*

  

Disney 401(k)

Master Trust

   Master Trust Investment Account    $ 106,066,176
            

*

   Participant loans    Loans mature between January 2010 and September 2039 with interest rates that range from 4.25% to 9.25%.    $ 4,851,037
            

 

* A party-in-interest for which a statutory exemption exists.

 

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