UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
Annual Report Pursuant to Section 13 or 15(D) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended September 30, 1996 Commission File Number 1-11605
THE WALT DISNEY COMPANY
Incorporated in Delaware
500 South Buena Vista Street, Burbank, California 91521
(818) 560-1000
I.R.S. Employer No. 95-4545390
<PAGE>
ABC, INC. SAVINGS & INVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1996 AND 1995
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
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
June 27, 1997
To the Participants and
Employee Benefits Committee of
The ABC, Inc. Savings & Investment Plan
In our opinion, the accompanying statement 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 at December 31, 1996, and
the changes in net assets available for benefits for the year then ended
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 upon our audit. We conducted our audit 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, as well as evaluating the
overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion. The
statement of net assets available for benefits of the ABC, Inc. Savings &
Investment Plan as of December 31, 1995, was audited by other auditors whose
report dated May 30, 1996,expressed an unqualified opinion on this statement.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I and II is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is additional information
required by ERISA. Such information has been subjected to the auditing
procedures applied in the audit 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.
PRICE WATERHOUSE, LLP
F-2
<PAGE>
ABC, INC. SAVINGS & INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(In thousands)
<TABLE>
<CAPTION>
December 31,
<S> <C> <C>
1996 1995
------------ ------------
Assets
Investments:
At fair value
The Walt Disney Company Common Stock Fund $ 427,204 $ -
Shares of registered investment companies:
Fidelity Retirement Money Market Portfolio Fund 195,785 33,617
Fidelity Inst. Short-Int. Gov't Portfolio Fund 14,034 10,678
Fidelity Asset Manager Fund 60,169 50,466
Fidelity Growth and Income Portfolio Fund 121,389 37,436
Fidelity Magellan Fund 71,071 51,261
The Capital Cities/ABC, Inc. Common Stock Fund - 601,563
Participant Loans 16,483 15,378
----------- ------------
Total investments 906,135 800,399
Receivables:
Employer's contribution 985 995
Participants' contributions 3,393 3,161
----------- ------------
Total receivables 4,378 4,156
----------- ------------
Total assets 910,513 804,555
----------- ------------
Net assets available for benefits $ 910,513 $ 804,555
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
ABC, INC. SAVINGS & INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(In thousands)
<TABLE>
<CAPTION>
<S> <C>
For the Year Ended
December 31,
1996
-------------------
Additions to net assets attributed to:
Investment income:
Dividend and interest income $ 31,336
Interest on participant loans 1,260
Net realized gain on sale of assets 103,481
Net unrealized (depreciation) on investments (30,921)
------------
105,156
------------
Contributions
Participants 37,044
Employer 13,781
------------
50,825
------------
Transfer of assets from merged plans 2,556
------------
Total additions 158,537
------------
Deductions from net assets attributed to:
Payments to participants 52,454
Administrative expense 125
------------
Total deductions 52,579
------------
Increase in net assets 105,958
Net assets available for benefits
Beginning of year 804,555
------------
End of year $ 910,513
============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
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 is to carryout 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 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.
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.
F-5
<PAGE>
ABC, INC. SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
1. Description of the Plan (continued)
Contributions (continued)
The Company currently contributes a matching amount equal to 50 percent of the
first 5% 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 with The Walt Disney Company into any fund of their
choice.
Vesting
Participants are immediately 100% 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%
vested. Prior to completion of the fifth year of service, matching employer
contributions vest 50% at the end of the Plan year for which the contributions
are made, and the remaining 50% 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.
Effective February 9, 1996, the Capital Cities/ABC, Inc. Common Stock Fund was
replaced by The Walt Disney Company Stock Fund. As a result, each share of
Capital Cities/ABC, Inc. Common Stock held by the Fund was exchanged for one
share of the new Walt Disney Company Common Stock plus $65.00. The cash received
from the exchange was invested in the Retirement Money Market Portfolio Fund.
F-6
<PAGE>
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 bank, 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.
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.
Participant account balances under $3,500 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.
F-7
<PAGE>
ABC, INC. SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
1. Description of the Plan (continued)
Benefits, Distributions and Withdrawals (continued)
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 Internal Revenue Regulations, 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.
Transfer of Assets from Merged Plans
Effective January 1, 1996, three defined contribution plans of subsidiaries of
the Company were merged into the Plan. Total net assets transferred amounted to
$2,556,000.
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.
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 as party-in-interest. Fees paid by the Plan to the Trustee
amounted to $125,000 for the year ended December 31, 1996.
F-8
<PAGE>
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 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
<PAGE>
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:
<TABLE>
<CAPTION>
December 31, 1996 December 31, 1995
---------------------------------- ---------------------------------
<S> <C> <C> <C> <C> <C> <C>
Market Market
Value Value
Number of per Total Number of per Total
Units Unit Market Units Unit Market
----------- ------- --------- ----------- -------- ---------
The Walt Disney Company
Common Stock Fund 39,666,172 $10.77 $ 427,204* - - -
The Capital Cities/ABC, Inc. - - - 36,129,920 $16.65 $601,563
Common Stock Fund
Fidelity Pooled Funds:
Retirement Money Market
Portfolio Fund 195,785,050 1.00 195,785* 33,617,250 1.00 33,617
Inst. Short-Inter Gov't
Portfolio Fund 1,489,791 9.42 14,034 1,108,868 9.63 10,678
Asset Manager Fund 3,653,258 16.47 60,169* 3,183,958 15.85 50,466*
Growth and Income
Portfolio Fund 3,950,174 30.73 121,389* 1,383,970 27.05 37,436
Magellan Fund 881,226 80.65 71,071* 596,193 85.98 51,261*
-------- ---------
462,448 183,458
-------- ---------
-------- ---------
Participant Loans 16,483 15,378
-------- ---------
$906,135 $800,399
========= =========
</TABLE>
* Funds that constitute more than five percent of the investments held
F-10
<PAGE>
ABC, INC. SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
4. Summary of Net Assets Available for Benefits by Investment Program
<TABLE>
<CAPTION>
DECEMBER 31, 1996
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
The
Walt Inst.
Disney Retirement Short-
Company Money Inter Growth &
Common Market Gov't Asset Income
Stock Portfolio Portfolio Manager Portfolio Magellan Participant
Fund Fund Fund Fund Fund Fund Loans Total
-------- ---------- --------- ------- --------- -------- ----------- ---------
Investments at
fair value $427,204 $195,785 $14,034 $60,169 $121,389 $71,071 $16,483 $906,135
Contributions
receivable 2,390 192 92 427 697 580 - 4,378
-------- --------- -------- ------- -------- ------- ----------- ---------
Net assets
available
for benefits $429,594 $195,977 $14,126 $60,596 $122,086 $71,651 $16,483 $ 910,513
======== ========= ======== ======= ======== ======= =========== =========
</TABLE>
F-11
<PAGE>
ABC, INC. SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
4. Summary of Net Assets Available for Benefits by Investment Program
(continued)
<TABLE>
<CAPTION>
DECEMBER 31, 1995
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
The
Walt Inst.
Disney Retirement Short-
Company Money Inter Growth &
Common Market Gov't Asset Income
Stock Portfolio Portfolio Manager Portfolio Magellan Participant
Fund Fund Fund Fund Fund Fund Loans Total
-------- ----------- --------- ------- --------- -------- ----------- --------
Investments at
fair value $601,563 $33,617 $10,678 $50,466 $37,436 $51,261 $15,378 $800,399
Contributions
receivable 2,557 9 95 482 410 603 - 4,156
-------- -------- -------- ------- ------- ------- --------- --------
Net assets
available
for benefits $604,120 $33,626 $10,773 $50,948 $37,846 $51,864 $15,378 $804,555
======== ======== ======= ======= ======= ======= ========= ========
</TABLE>
F-12
<PAGE>
ABC, INC. SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
5. Summary of Changes in Net Assets Available for Benefits by Investment Program
<TABLE>
<CAPTION>
DECEMBER 31, 1996
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
The
The Capital
Walt Cities/ Inst.
Disney ABC,Inc. Retirement Short-
Company Company Money Inter Growth
Common Common Market Gov't Asset &
Stock Stock Portfolio Portfolio Manager Income Magellan Participant
Fund Fund Fund Fund Fund Portfolio Fund Loans Total
-------- --------- --------- ---------- ------- --------- -------- ----------- ---------
Additions to net
assets attributed to:
Investment income
Interest and dividends $ 696 $ 10 $ 9,765 $ 819 $4,658 $ 5,214 $10,174 $ 1,260 $ 32,596
Net realized gain/(loss)
on sale of assets 51,894 51,770 - (95) 425 1,211 (1,724) - 103,481
-------- --------- -------- -------- ------- ------- --------- --------- ---------
52,590 51,780 9,765 724 5,083 6,425 8,450 1,260 136,077
-------- --------- -------- -------- ------- ------- --------- --------- ---------
Net unrealized
(depreciation)/
appreciation in
investments (39,719) (60) - (133) 1,594 8,733 (1,336) - (30,921)
-------- --------- -------- -------- ------- ------- --------- --------- ---------
Contributions:
Participants 14,221 - 3,753 1,069 4,825 6,503 6,673 - 37,044
Employer 12,535 - 1,246 - - - - - 13,781
-------- --------- -------- -------- --------- ------- --------- --------- --------
26,756 - 4,999 1,069 4,825 6,503 6,673 - 50,825
-------- --------- -------- -------- --------- ------- --------- --------- --------
Transfer of assets
from merged plans - - 2,556 - - - - - 2,556
-------- --------- -------- -------- --------- -------- --------- --------- --------
Total additions 39,627 51,720 17,320 1,660 11,502 21,661 13,787 1,260 158,537
-------- --------- -------- -------- --------- -------- --------- --------- --------
Deductions from net
assets attributed to:
Payments to participants 14,651 3,190 22,571 1,059 4,526 3,154 3,028 275 52,454
Administrative expense 12 - 70 5 17 16 5 - 125
-------- --------- ------- -------- -------- -------- --------- -------- --------
Total deductions 14,663 3,190 22,641 1,064 4,543 3,170 3,033 275 52,579
-------- --------- ------- -------- -------- -------- --------- -------- --------
Inter-fund transfers 404,630 (652,650) 167,672 2,757 2,689 65,769 9,033 120 -
-------- --------- ------- -------- -------- -------- --------- -------- --------
Increase(decrease)in
net assets for the year 429,594 (604,120) 162,351 3,353 9,648 84,240 19,787 1,105 105,958
Net assets available
for benefits
Beginning of year 0 604,120 33,626 10,773 50,948 37,846 51,864 15,378 804,555
-------- -------- ------- -------- -------- -------- -------- -------- --------
End of year $429,594 0 $195,977 $14,126 $60,596 $122,086 $71,651 $16,483 $910,513
======== ======== ======== ======== ======== ======== ======== ======== ========
</TABLE>
F-13
<PAGE>
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.
Due to plan amendments adopted since the issuance of the original determination
letter, the Company reapplied for a determination of the tax exempt status of
the Plan. 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. 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:
<TABLE>
<CAPTION>
<S> <C>
Year Ended
December 31,
1996
------------
Net assets available for benefits per the
financial statements $910,513
Amounts allocated to withdrawing participants (2,863)
------------
Net assets available for benefits per Form 5500 $907,650
============
</TABLE>
F-14
<PAGE>
ABC, INC. SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
7. 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:
<TABLE>
<CAPTION>
<S> <C>
Year Ended
December 31,
1996
------------
Benefits paid to participants per the
financial statements $52,454
Add: Amounts allocated to withdrawing participants
at December 31, 1996 2,863
------------
Benefits paid to participants per Form 5500 $55,317
============
</TABLE>
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.
8. Subsequent Events
During 1997, the Company sold certain Publishing Group properties and entered
into negotiations to sell additional Publishing Group properties. Employees of
these Publishing Group properties who are participants in the plan will be
allowed to either transfer their vested account balances to a new plan provided
by the purchasers of the Publishing Group properties, or leave their balances in
the Plan. The disposition of Publishing Group participant account balances will
be determined in accordance with the terms and conditions of each sale and may
differ from sale to sale.
F-15
<PAGE>
ABC, INC. SAVINGS & INVESTMENT PLAN
SCHEDULE I
LINE 27a: SCHEDULE OF ASSETS HELD FOR INVESTMENT AT
DECEMBER 31, 1996
<TABLE>
<CAPTION>
<C> <C> <C> <C>
SHARES DESCRIPTION OF INVESTMENTS COST CURRENT VALUE
------------ -------------------------------- ------------ -------------
39,666,172 * The Walt Disney Company $291,542,473 $427,204,669
Common Stock Fund
195,785,050 * Fidelity Retirement Money Market 195,785,050 195,785,050
Portfolio Fund
1,489,791 * Fidelity Inst. Short-Inter 13,969,823 14,033,829
Gov't Portfolio Fund
3,653,258 * Fidelity Asset Manager Fund 55,406,128 60,169,153
3,950,174 * Fidelity Growth and Income 105,999,604 121,388,860
Portfolio Fund
881,226 * Fidelity Magellan Fund 65,914,983 71,070,871
Participant Loans 16,482,944 16,482,944
----------- -----------
Maturities go through 2006
Interest rates range from 7% to 11%)
$745,101,005 $906,135,376
============ ============
</TABLE>
* Parties-in-interest
F-16
<PAGE>
ABC, INC. SAVINGS & INVESTMENT PLAN
SCHEDULE II
LINE 27d: SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Current
Number Selling/ Cost of Value
Identity of Distrib- Assets of Asset on
of party Description Trans- Purchase ution Lease Expense Sold/ Transaction
involved of assets actions Price Price Rental Incurred Distributed Date Net Gain
- -------- ----------- ------- ------------ ----------- ------ -------- ----------- ----------- ------------
The Walt
The Walt Disney
Disney Company
Company* Common 220 $472,829,714 - - -
Stock
196 $57,799,733 - - $45,949,836 - $11,849,897
The
Capital Capital
Cities/ Cities/ABC,
ABC, Inc.* Inc. 40 4,169,630
Company
Common
Stock
47 657,442,928 - - 354,281,833 - 303,161,095
Fidelity* Magellan
Fund 252 42,064,584 - -
252 19,194,083 - - 18,681,588 - 512,495
Fidelity* Growth &
Income
Portfolio
Fund 253 91,242,744 - -
248 17,234,327 - - 16,278,052 - 956,275
Fidelity* Retirement
Money
Market
Portfolio 255 397,412,642 - -
Fund
253 235,239,351 - - 235,239,351 - -
</TABLE>
* Parties-in-interest
F-17
