Financial Statements and Supplemental Schedules
Capital Cities/ABC, Inc. Savings &
Investment Plan
Years ended December 31, 1995 and 1994
<PAGE>
Capital Cities/ABC, Inc. Savings & Investment Plan
Financial Statements and Supplemental Schedules
Years ended December 31, 1995 and 1994
Contents
Report of Independent Auditors.............................. 1
Statements of Net Assets Available for Benefits............. 2
Statements of Changes in Net Assets Available for Benefits.. 3
Notes to Financial Statements............................... 4
Supplemental Schedules:
Assets Held for Investment................................13
Series of Transactions in Excess of 5% of the
Current Value of Plan Assets ...........................14
There were no party-in-interest transactions which are prohibited by ERISA
section 406 and for which there is no statutory or administrative exemption.
<PAGE>
Report of Independent Auditors
Plan Administrator
Capital Cities/ABC, Inc.
We have audited the accompanying statements of net assets available for benefits
of the Capital Cities/ABC, Inc. Savings & Investment Plan (the Plan) as of
December 31, 1995 and 1994, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion. In our
opinion, the financial statements referred to above present fairly, in all
material respects, information regarding the Plan's net assets available for
benefits at December 31, 1995 and 1994, and the changes therein for the years
then ended, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment as of December 31, 1995 and series of transactions
in excess of 5% of the current value of plan assets for the year then ended, are
presented for purposes of complying with the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, and are not a required part of the basic financial
statements. The supplemental schedules have been subjected to the auditing
procedures applied in our audit of the 1995 financial statements and, in our
opinion, are fairly stated in all material respects in relation to the 1995
financial statements taken as a whole.
Ernst & Young, LLP
May 30, 1996
<PAGE>
Capital Cities/ABC, Inc. Savings & Investment Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
December 31
<S> <C> <C>
1995 1994
------------ ------------
Investments, at market:
Capital Cities/ABC, Inc. Common Stock Fund
(cost of $212,715,728 and $178,911,112 in
1995 and 1994, respectively) $601,563,162 $404,971,567
Fidelity Asset Manager (cost of $46,460,743
and $50,086,655 in 1995 and 1994,
respectively) 50,465,734 47,562,305
Fidelity Retirement Money Market Portfolio
(cost of $33,617,250 and $37,572,634 in
1995 and 1994, respectively) 33,617,250 37,572,634
Fidelity Magellan Fund (cost of $42,531,986
and $31,687,157 in 1995 and 1994,
respectively) 51,260,667 32,080,436
Fidelity Growth and Income Portfolio (cost
of $31,034,912 and $24,720,813 in 1995 and
1994, respectively) 37,436,377 24,232,136
Fidelity Institutional Short-Intermediate
Government Portfolio (cost of $10,373,063
and $10,481,785 in 1995 and 1994,
respectively) 10,678,399 10,331,956
------------ ------------
Total investments 785,021,589 556,751,034
Participant loans 15,377,724 11,620,340
Due from Capital Citites/ABC, Inc. 4,155,675 4,102,393
============ ============
Net assets available for benefits $804,554,988 $572,473,767
============ ============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Capital Cities/ABC, Inc. Savings & Investment Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
December 31,
<S> <C> <C>
1995 1994
------------- -----------
------------- -----------
Dividend and interest income $ 19,028,326 $6,770,557
Net realized and unrealized gain 207,289,105 106,626,131
------------- -----------
------------- -----------
226,317,431 113,396,688
------------- -----------
Contributions:
Participants 23,623,011 29,399,107
Employer 12,863,562 11,889,585
------------- -----------
------------- -----------
Total contributions 36,486,573 41,288,692
------------- -----------
Plan mergers 1,027,020 -
Interest on participant loans 1,032,183 568,154
------------- -----------
------------- -----------
Total additions 264,863,207 155,253,534
Distributions to terminated and
withdrawing participants 32,631,876 27,907,619
Administrative expenses 150,110 124,941
------------- -----------
------------- -----------
Change in net assets 232,081,221 127,220,974
Net assets available for benefits:
Beginning of year 572,473,767 445,252,793
============= ============
End of year $804,554,988 $572,473,767
============= ============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Capital Cities/ABC, Inc. Savings & Investment Plan
Notes to Financial Statements
December 31, 1995 and 1994
1. Description of Plan
Capital Cities/ABC, Inc. Savings & Investment Plan (the "Plan") is an employee
savings and investment plan for participating employees of American Broadcasting
Companies, Inc. (ABC) (an indirect wholly-owned subsidiary of Capital
Cities/ABC, Inc.) and those other subsidiaries and divisions of Capital
Cities/ABC, Inc. which were previously a part of, or affiliates of ABC.
Individuals who became employees of the corporate and other broadcasting
properties of Capital Cities/ABC, Inc. subsequent to 1988 are eligible to
participate in the Plan. In addition, approximately 5,000 employees of certain
properties within Capital Cities/ABC, Inc.'s Publishing Group are eligible to
participate in the Plan.
Under the Plan, eligible employees may authorize payroll deductions of any whole
percent up to 10% of their annual compensation to be invested in one or more of
six funds. Such contributions may be in the form of regular after-tax
contributions, or tax deferred contributions. Capital Cities/ABC, Inc. will
contribute an amount equal to 50% of the first 5% of such deductions, such
amount to be invested in the fund consisting of Capital Cities/ABC, Inc. common
stock. In addition, an employee may also authorize unmatched payroll deductions
within specified limits to be invested in one or more of the funds described
herein. Under the Employee Retirement Income Security Act of 1974 ("ERISA"),
annual additions to a participant's account (consisting of combined employee and
employer-matched contributions) cannot exceed the lesser of $30,000 or 25% of
compensation, as defined. For both 1995 and 1994, the IRS-imposed limitation on
tax deferred contributions made by employees was $9,240. Participants are
immediately vested with respect to their own contributions. Effective January 1,
1995, matching employer contributions credited to participants' accounts vest as
follows: (a) 50% at the end of the Plan year for which the contributions were
made and (b) an additional 50% at the end of the Plan year immediately following
the Plan year for which contributions were made; or (2) 100% after five years of
service. Upon death, permanent disability, retirement or termination of service
after age 65, a participant's account is considered fully vested.
The Plan permits the Employee Benefits Committee to postpone distributions of a
member's account in instances where a member's termination of services arises
out of a change in ownership of stock or all or part of the assets of a member's
employing unit and such member is reemployed by the acquiring entity, if such
termination is not deemed a "separation from service" within the meaning of the
applicable income tax rulings or regulations. In such instances the Employee
Benefits Committee may postpone
<PAGE>
Capital Cities/ABC, Inc. Savings & Investment Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
the distribution until such distribution may be accomplished without adverse
income tax consequences to the member or to the Plan or may allow a transfer to
another qualified plan or allow a permissible tax-free rollover.
Through May 31, 1994, Bankers Trust was the trustee of the Plan. Effective June
1, 1994, the Company entered into a new trust agreement with Fidelity Management
Trust Company and its affiliates (collectively, "Fidelity" or the "Trustee") to
serve as trustee, investment manager, and recordkeeper of the Plan and its
related trust. In connection with such change in trustee, in June 1994, all
investments held by Bankers Trust were transferred to and reinvested in the
investment funds provided by Fidelity.
The above description of the Plan provides only general information.
Participants should refer to the Plan agreement for a more complete description
of the Plan provisions and investment options.
2. Summary of Significant Accounting Policies
The accompanying financial statements present net assets available for benefits
and changes therein of the Plan on an accrual basis. Effective June 1, 1994,
participants may contribute in any one or a combination of the following six
investment options:
Capital Cities/ABC, Inc. Common Stock Fund-This fund consists of Capital
Cities/ABC, Inc. common stock which is valued at current market value. The
Fund's returns are governed by the performance of the Company's common
stock.
Fidelity Asset Manager-This fund consists of a neutral mix of stocks, bonds
and short-term investments of both U.S. and foreign corporations and
governments.
Fidelity Retirement Money Market Portfolio-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 Magellan Fund-This fund invests in stocks of both U.S. and foreign
companies. These investments may be in large corporations as well as
smaller, less well-known companies.
<PAGE>
2. Summary of Significant Accounting Policies (continued)
Fidelity Growth and Income Portfolio--This fund invests in stock, bonds and
short-term investments of U.S. and foreign companies that offer growth
potential while paying dividends.
Fidelity Institutional Short-Intermediate Government Portfolio--This fund
invests in government-issued investments maturing in a short to
intermediate length of time, usually three to five years.
All investments in Fidelity mutual funds are valued at the last reported sales
price on the last business day of the year.
Prior to June 1, 1994, participants contributed to any one or a combination of
the following three funds:
Capital Cities/ABC, Inc. Common Stock Fund--This fund held all investments
made in the common stock of the Company and was valued at current market
value.
Diversified Equity Fund-This fund consisted of equity securities and
convertible debentures of companies other than Capital Cities/ABC, Inc. The
market value of the equity investments was based on year-end stock
quotations from the New York Stock Exchange.
Fixed Interest Fund-This fund consisted of funds on deposit with insurance
companies under contracts which provided a fixed annual rate of interest.
The Fixed Interest Fund was valued at the contracts' carrying amounts.
Realized gains and losses on sales of securities are accounted for on a weighted
average cost basis. Purchases and sales are recorded on a trade date basis.
Dividend income is accrued on the ex-dividend date. Interest income is recorded
on an accrual basis as earned.
Distributions to terminated and withdrawing participants are based upon the
market value of units and/or shares credited to participants' accounts as of the
effective date of withdrawal.
<PAGE>
2. Summary of Significant Accounting Policies (continued)
Employer contributions are reported net of forfeitures of $169,190 and $81,050
for 1995 and 1994, respectively.
Participant accounts are maintained on a unit basis as determined by the Trustee
(See Administration of the Plan below). The per unit values for each investment
fund were as follows:
<TABLE>
<CAPTION>
December 31
<S> <C> <C>
1995 1994
---------- ---------
---------- ---------
Capital Cities/ABC, Inc. Common Stock Fund $16.65 $11.79
Fidelity Asset Manager 15.85 14.33
Fidelity Retirement Money Market Portfolio 1.00 1.00
Fidelity Magellan Fund 85.98 68.16
Fidelity Growth and Income Portfolio 27.05 21.47
Fidelity Institutional
Short-Intermediate Government Portfolio 9.63 9.32
</TABLE>
3. Administrative Expenses
Effective June 1, 1994, brokerage commissions and stock transfer taxes in
connection with the purchase and 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 not paid by
the Company will be charged to the participants' accounts.
Prior to June 1, 1994, costs incurred specifically by the Plan were paid
directly from funds of the Plan.
<PAGE>
4. Investments
Participants direct their individual accounts to be invested among the
six funds offered by the Plan. Financial information relating to the
Plan's net assets available for benefits and changes therein for the
years ended December 31, 1995 and 1994 is as follows:
Combining Statements of Net Assets Available for Benefits
December 31, 1995
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Institutional
Short
Capital Retirement Growth and Intermediate
Cities/ABC Asset Money Market Magellan Income Government
Total Funds Stock Fund Manager Portfolio Fund Portfolio Portfolio
------------------------------------------------------------------------------------------------------
Investments $785,021,589 $601,563,162* $50,465,734 $33,617,250* $51,260,667* $37,436,377 $10,678,399
Participant loans 15,377,724 9,452,322 1,430,310 3,294,475 622,860 402,439 175,318
Due from Capital
Cities/ABC, Inc. 4,155,675 2,556,941 482,058 8,421 602,901 410,040 95,314
------------------------------------------------------------------------------------------------------
Total assets $804,554,988 $613,572,425 $52,378,102 $36,920,146 $52,486,428 $38,248,856 $10,949,031
======================================================================================================
Net assets available
for benefits $804,554,988 $613,572,425 $52,378,102 $36,920,146 $52,486,428 $38,248,856 $10,949,031
======================================================================================================
</TABLE>
* Individual investment representing 5% or more of the Plan's net assets.
<PAGE>
4. Investments (continued)
Combining Statement of Net Assets Available for Benefits (continued)
December 31, 1994
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Institutional
Short
Capital Retirement Growth and Intermediate
Cities/ABC Asset Money Market Magellan Income Government
Total Funds Stock Fund Manager Portfolio Fund Portfolio Portfolio
------------------------------------------------------------------------------------------------------
Investments $556,751,034 $404,971,567* $47,562,305* $37,572,634 $32,080,436* $24,232,136 $10,331,956
Participant loans 11,620,340 7,390,980 1,091,400 2,884,268 126,694 76,904 50,094
Due from Capital
Cities/ABC, Inc. 4,102,393 2,204,982 625,943 276,075 528,213 361,813 105,367
------------------------------------------------------------------------------------------------------
Total assets $572,473,767 $414,567,529 $49,279,648 $40,732,977 $32,735,343 $24,670,853 $10,487,417
======================================================================================================
Net assets available
for benefits $572,473,767 $414,567,529 $49,279,648 $40,732,977 $32,735,343 $24,670,853 $10,487,417
======================================================================================================
</TABLE>
* Individual investment representing 5% or more of the Plan's net assets.
<PAGE>
4. Investments (continued)
Combining Statements of Changes in Net Assets Available for Benefits
December 31, 1995
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Institutional
Retirement Short
Capital Money Growth and Intermediate
Cities/ABC Asset Market Magellan Income Government
Total Funds Stock Fund Manager Portfolio Fund Portfolio Portfolio
----------------------------------------------------------------------------------------------
Dividend and interest income $ 19,028,326 $ 69,930 $1,509,269 $11,942,976 $ 2,962,124 $ 1,796,006 $ 748,021
Net realized and unrealized gain 207,289,105 183,081,211 6,559,182 - 9,632,282 7,510,016 506,414
----------------------------------------------------------------------------------------------
226,317,431 183,151,141 8,068,451 11,942,976 12,594,406 9,306,022 1,254,435
----------------------------------------------------------------------------------------------
Contributions:
Participants 23,623,011 14,510,272 5,444,296 (7,658,083) 5,986,545 4,225,088 1,114,893
Employer 12,863,562 12,840,941 (13) 22,660 (13) (13) -
----------------------------------------------------------------------------------------------
Total contributions 36,486,573 27,351,213 5,444,283 (7,635,423) 5,986,532 4,225,075 1,114,893
Interest on participant loans 1,032,184 601,201 126,707 74,173 129,118 81,528 19,457
Participant net transfers - 9,421,895 (7,989,912) (3,673,791) 2,286,391 975,683 (1,020,267)
Plan mergers 1,027,020 100,419 38,153 849,087 24,852 14,174 335
----------------------------------------------------------------------------------------------
Total 264,863,207 220,625,869 5,687,682 1,557,022 21,021,299 14,602,482 1,368,853
Distributions to terminated and 32,631,876 21,582,546 2,550,340 5,333,638 1,259,067 1,010,631 895,654
withdrawing participants
Administrative expenses 150,110 38,427 38,888 36,215 11,147 13,848 11,585
----------------------------------------------------------------------------------------------
Change in net assets available 232,081,221 199,004,896 3,098,454 (3,812,831) 19,751,085 13,578,003 461,614
for benefits
Net assets available for benefits:
Beginning of year 572,473,767 414,567,529 49,279,648 40,732,977 32,735,343 24,670,853 10,487,417
----------------------------------------------------------------------------------------------
End of year $804,554,988 $613,572,425 $52,378,102 $36,920,146 $52,486,428 $38,248,856 $10,949,031
==============================================================================================
</TABLE>
<PAGE>
4. Investments (continued)
Combining Statements of Changes in Net
Assets Available for Benefits (continued)
December 31, 1994
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Retirement Growth Inst. Short
Capital Money and Intermediate
Diversified Fixed Cities/ABC Asset Market Magellan Income Government
Total Funds Equity Fund Income Stock Fund Manager Fund Fund Portfolio Portfolio
------------------------------------------------------------------------------------------------------------
Dividend and
interest income $ 6,770,557 $168,533 $1,902,585 $ 168,533 $1,437,907 $2,092,691 $ 19,213 $556,005 $ 184,188
Net realized and
unrealized gain(loss) 106,626,131 (950,545) - 110,543,162 (2,731,290) - 414,148 (489,940) (159,404)
-----------------------------------------------------------------------------------------------------------
113,396,688 (541,110) 1,902,585 110,711,695 (1,293,383) 2,092,691 433,361 66,065 24,784
-----------------------------------------------------------------------------------------------------------
Contributions:
Participants 29,399,107 2,769,580 4,946,044 10,679,071 3,612,930 1,371,395 3,210,364 2,153,553 656,170
Employer 11,889,585 - - 11,889,585 - - - - -
-----------------------------------------------------------------------------------------------------------
Total contributions 41,288,692 2,769,580 4,946,044 22,568,656 3,612,930 1,371,395 3,210,364 2,153,553 656,170
Interest on
participant loans 568,154 22,112 57,491 322,777 55,836 31,057 45,331 26,079 7,471
Participant net
transfers - (582,065)(10,369,778) 18,371,930 (1,352,300)(68,522,576) 29,319,384 22,683,504 10,451,901
Liquidations/
transfers
to new funds - (49,137,149)(108,226,812) - 49,137,149 108,226,812 - - -
-----------------------------------------------------------------------------------------------------------
Total 155,253,534(47,468,632)(111,690,470) 151,975,058 50,160,232 43,199,379 33,008,440 24,929,201 11,140,326
Distributions to
terminated and
withdrawing
participants 27,907,619 1,227,331 4,409,943 17,784,981 863,386 2,450,487 269,544 254,039 647,908
Admin expenses 124,941 64,023 64 14,878 17,198 15,915 3,553 4,309 5,001
------------------------------------------------------------------------------------------------------------
Change in net assets
available for
benefits 127,220,974 (48,759,986)(116,100,477) 134,175,199 49,279,648 40,732,977 32,735,343 24,670,853 10,487,417
Net assets available
for benefits:
Beginning of year 445,252,793 48,759,986 116,100,477 280,392,330 - - - - -
--------------------------------------------------------------------------------------------------------------
End of year $572,473,767 $ - $ - $414,567,529 $49,279,648 $40,732,977 $32,735,343 $24,670,853 $10,487,417
===============================================================================================================
</TABLE>
<PAGE>
5. Termination of the Plan
Although Capital Cities/ABC, Inc. has not expressed any intent to terminate the
Plan, it may be terminated at any time by action of its Board of Directors,
subject to the provisions of ERISA. In the event of termination, the amounts
credited to the participants' accounts become fully vested and the Trustee is
required to distribute such amounts to participants or continue the trust fund
and pay benefits therefrom in accordance with the provisions of the Plan.
6. Income Tax Status
The Internal Revenue Service ("IRS") advised Capital Cities/ABC on March 28,
1996 that the Plan is qualified under Section 401(a) of the Internal Revenue
Code ("IRC"), and therefore, its related trust is exempt from Federal income
taxes under the provisions of Section 501(a) of the IRC.
Participants are not subject to Federal income tax on employer contributions
made to their accounts under the Plan, or on the earnings in their accounts,
until amounts in their accounts are withdrawn or distributed.
7. Subsequent Events
On February 9, 1996, The Walt Disney Company purchased Capital Cities/ABC, Inc.
Effective March 14, 1996 the Capital Cities/ABC, Inc. Common Stock Fund was
replaced by the New Disney Fund. The New Disney Fund consists of Walt Disney
Company common stock which is valued at current market value. The Fund's returns
are governed by the performance of Disney's common stock.
<PAGE>
Capital Cities/ABC, Inc. Savings & Investment Plan
Assets Held for Investment
December 31, 1995
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Number Market
of Units Cost Value
----------------------------------------
Fidelity Management
Trust Company Funds:
Capital Cities/ABC, Inc.
Common Stock Fund 36,129,920 $212,715,728 $601,563,162
Asset Manager 3,183,958 46,460,743 50,465,734
Retirement Money Market Portfolio 33,617,250 33,617,250 33,617,250
Magellan Fund 596,193 42,531,986 51,260,667
Growth and Income Portfolio 1,383,970 31,034,912 37,436,377
Institutional Short-Intermediate
Government Portfolio 1,108,868 10,373,063 10,678,399
Participant loans (fixed interest
at prime plus - 15,377,724 15,377,724
1% for a maximum of 5 years)
--------------------------
$392,111,406 $800,399,313
==========================
</TABLE>
<PAGE>
Capital Cities/ABC, Inc. Savings & Investment Plan
Series of Transactions in Excess of 5% of the
Current Value of Plan Assets
Year ended December 31, 1995
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Total Cost
Description Type of Number of Purchase Redemption Investments Realized
of Investments Transaction Transactions Price Price Sold Gain/(Loss)
- ----------------------------------------------------------------------------------------------------------------
Capital Cities/
ABC, Inc.
Common Stock Fund Purchase 252 $56,446,223 $ - $ - $ -
Sales 253 - 42,934,283 21,783,979 21,150,304
Magellan Fund Purchases 252 20,482,717 - - -
Sales 249 - 10,934,766 9,636,897 1,297,869
Retirement Money
Market Portfolio Purchases 255 19,143,771 - - -
Sales 253 - 23,097,546 23,097,546 -
There were no category (i), (ii) or (iv) reportable transactions during 1995.
</TABLE>
