SALARIED SAVINGS AND
INVESTMENT PLAN
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1997 AND 1996
<PAGE>
DISNEY SALARIED SAVINGS AND INVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 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
Supplementary 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
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
June 5, 1998
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,
1997 and 1996 and the changes in its net assets available for benefits for the
year ended December 31, 1997, 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 performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I, II and III 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.
F-2
<PAGE>
DISNEY SALARIED SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(In thousands)
<TABLE>
<CAPTION>
<S> <C> <C>
December 31,
----------------
1997 1996
---- ----
Assets
Investments
At fair value:
The Walt Disney Company Common Stock Fund
(Unitized Valuation) $393,837 $ 0
The Walt Disney Company Common Stock Fund
(Share Valuation) 0 264,378
Shares of registered investment companies:
Fidelity Inst. Short-Int. Govt Portfolio Fund 31,906 29,775
Fidelity U.S. Equity Index Commingled Pool Fund 0 40,538
Fidelity U.S. Bond Index Portfolio Fund 0 6,156
Fidelity Balanced Fund 0 12,205
Fidelity Magellan Fund 87,003 68,046
PIMCO Total Return Fund 8,590 0
Fidelity Growth & Income Fund 75,722 0
Sequoia Fund 13,075 0
Fidelity Diversified International Fund 4,278 0
Putnam New Opportunities Fund 4,809 0
Participant Loans 12,936 10,502
------ ------
Total investments 632,156 431,600
------- -------
Receivables:
Employer's contribution 501 0
Participants| contributions 1,790 0
Interest income 42 0
------- -------
Total receivables 2,333 0
------- -------
Total assets 634,489 431,600
------- -------
Net assets available for benefits $634,489 $431,600
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
DISNEY SALARIED SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(In thousands)
<TABLE>
<CAPTION>
<S> <C>
For the Year Ended
December 31,
1997
------------------
Additions to net assets attributed to:
Investment income:
Interest $ 962
Dividends 13,833
Net realized gain on sale of assets 15,012
------
29,807
------
Net unrealized appreciation
in fair value of investments 127,870
-------
Contributions:
Participants| 54,414
Employer|s 13,557
------
67,971
------
Total additions 225,648
-------
Deductions from net assets attributed to:
Benefits paid to participants 22,741
Administrative expense 18
-------
Total deductions 22,759
-------
Increase in net assets 202,889
Net assets available for benefits:
Beginning of year 431,600
-------
End of year $634,489
========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
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 is to carryout 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
<PAGE>
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 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%
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
<PAGE>
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% 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% 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, to limited extents, 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% of the fund
may be invested in high-yield securities (commonly referred to as "junk
bonds")and up to 15% may be invested in securities not readily converted
to cash.
F-7
<PAGE>
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 posses above-average long-term growth. The Fund may
also invest in convertible bonds, convertible preferred stocks,
warrants, preferred stocks 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.
Participants' account balances under $3,500 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 $3,500 or more may elect
a distribution at anytime 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 set-off. 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.
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.
F-8
<PAGE>
DISNEY SALARIED SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
1. Description of the Plan (continued)
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 $18,000 for the year ended December 31, 1997.
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 acquisition cost, if the
investment was acquired within the year.
Payment of Benefits Benefits are recorded when paid.
F-9
<PAGE>
DISNEY SALARIED SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
<TABLE>
<CAPTION>
3. Summary of Changes in Net Assets Available for Benefits by Investment Program
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
For The Year Ended December 31, 1997
--------------------------------------------------------------------------------------------------------------
The Walt The Walt Fidelity
Disney Disney Inst. Fidelity Fidelity
Company Company Short- US Equity US Bond Fidelity Putnam
Common Common Inter Index Index PIMCO Fidelity Diver- New
Stock Stock Gov't Comming- Port- Fidelity Fidelity Total Growth & sified Oppor
Fund Fund Port- led Pool folio Balanced Magellan ReturnIncome Sequoia Int'l tunity Loan
(Unitized)(Share) folio Fund Fund 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 0 0 0 0 962 962
Dividends 1,542 418 2,034 0 113 134 5,564 539 3,149 92 147 101 0 13,833
Net realized
gain (loss)
on sale of
assets 2,461 9,920 (38) 638 (139) (76) 1,327 30 799 32 25 33 0 15,012
----- ----- --- --- ---- --- ----- -- --- -- -- -- - ------
4,003 10,338 1,996 638 (26) 58 6,891 569 3,948 124 172 134 962 29,807
----- ------ ----- --- --- -- ----- --- ----- --- --- --- --- ------
Net unrealized
appreciation
(depreciation)
in fair value
of investments 101,680 (6) 46 0 0 0 10,992 150 12,602 1,892 (9) 523 0 127,870
------- -- -- - - - ------ --- ------ ----- -- --- - -------
Contributions:
Participants 16,737 4,679 3,150 1,835 520 800 11,910 1,567 8,372 2,194 1,129 1,521 0 54,414
Employer 10,592 2,965 0 0 0 0 0 0 0 0 0 0 0 13,557
------ ----- - - - - - - - - - - - ------
27,329 7,644 3,150 1,835 520 800 11,910 1,567 8,372 2,194 1,129 1,521 0 67,971
------ ----- ----- ----- --- --- ------ ----- ----- ----- ----- ----- - ------
Total additions 133,012 17,976 5,192 2,473 494 858 29,793 2,286 24,922 4,210 1,292 2,178 962 225,648
------- ------ ----- ----- --- --- ------ ----- ------ ----- ----- ----- --- -------
Deductions from net assets attributed to:
Payments to
participants 8,683 4,537 1,808 661 182 296 3,114 260 2,026 195 111 48 820 22,741
Administrative 4 0 4 0 0 0 3 2 5 0 0 0 0 18
------ ----- ----- --- --- --- ----- --- ----- --- --- -- --- ------
Total deduct 8,687 4,537 1,812 661 182 296 3,117 262 2,031 195 111 48 820 22,759
----- ----- ----- --- --- --- ----- --- ----- --- --- -- --- ------
Inter-fund
transfers 270,717 (277,817)(1,160) (42,350) (6,468)(12,767) (7,364) 6,632 53,159 9,172 3,151 2,761 2,334 0
------- -------- ------ ------- ------ ------- ------ ----- ------ ----- ----- ----- ----- -
Increase (decrease)
in net assets 395,042 (264,378) 2,220 (40,538) (6,156)(12,205) 19,312 8,656 76,050 13,187 4,332 4,891 2,476 202,889
Net assets available for benefits:
Beginning of year 0 264,378 29,775 40,538 6,156 12,205 68,046 0 0 0 0 0 10,502 431,600
------- ------- ------ ------ ----- ------ ------ ----- ------ ------ ----- ----- ------ -------
End of year 395,042 0 31,995 0 0 0 87,358 8,656 76,050 13,187 4,332 4,891 12,978 634,489
======= ======= ====== ====== ===== ====== ====== ===== ====== ====== ===== ===== ====== =======
F-10
<PAGE>
DISNEY SALARIED SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
4. Income Taxes
The Company has received an Internal Revenue Service determination letter
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. 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>
<TABLE>
<CAPTION>
<S> <C> <C>
December 31,
-----------------------
1997 1996
--------- ----------
Net assets available for benefits per the
financial statements $634,489 $431,600
Amounts allocated to withdrawing
participants (909) 0
-------- --------
Net assets available for benefits per
Form 5500 $633,580 $431,600
======== ========
</TABLE>
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,
1997
-----------
Benefits paid to participants per the
financial statements $22,741
Add: Amounts allocated to withdrawing participants
at December 31, 1997 909
-------
Benefits paid to participants per Form 5500 $23,650
=======
</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.
F-11
<PAGE>
DISNEY SALARIED SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
6. Subsequent Events
Effective January 1, 1998, participants' account balances under $5,000 are
automatically distributed within 90 days following the participant's severance
date.
Effective January 1, 1998, 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 authorize income deferrals in whole percentages,
up to 10 percent of their base compensation on a pre-tax basis, through weekly
payroll deductions.
F-12
<PAGE>
DISNEY SALARIED SAVINGS AND INVESTMENT PLAN
SCHEDULE I
LINE 27a: SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT
DECEMBER 31, 1997
(DOLLARS ARE NOT IN THOUSANDS)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
SHARES DESCRIPTION OF INVESTMENTS COST CURRENT VALUE
- -------------- ------------------------------- --------------- -------------
28,852,497 *The Walt Disney Company $ 173,999,689$ 393,836,584
Common Stock Fund
3,387,002 *Fidelity Inst. Short-Inter 32,410,405 31,905,564
Gov't Portfolio Fund
913,228 *Fidelity Magellan Fund 70,919,141 87,003,258
810,402 PIMCO Total Return Fund 8,437,155 8,590,265
1,987,465 *Fidelity Growth & Income Fund 63,258,322 75,722,428
104,075 Sequoia Fund 11,198,038 13,075,000
265,238 *Fidelity Diversified 4,298,889 4,278,293
International Fund
98,849 Putnam New Opportunities Fund 4,306,478 4,809,013
Participant Loans
(Maturities go through 2007
Interest rate range from
7.00% to 10.00%) 0 12,936,088
-------------- --------------
$ 368,828,117 $ 632,156,493
============== ==============
*Parties-in-interest
</TABLE>
F-16
<PAGE>
DISNEY SALARIED SAVINGS AND INVESTMENT PLAN
SCHEDULE II
LINE 27b: SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(DOLLARS ARE NOT IN THOUSANDS)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Original Amount received during Unpaid Detailed
Identity and address amount reporting year balance at description of Amount overdue
of obligor of loan Principal Interest end of year loan Principal Interest
- ----------------------- -------- ---------- -------- ----------- ------------------- --------- --------
Mark Loebach $ 7,000 $ 1,028 $ 382 $ 5,606 Loan Dated 08/20/96 $ 522 $ 163
4207 Taliluna Avenue Maturity 09/21/2000
Knoxville, TN 37919-8364 9.25% Interest
$40.30 payment
</TABLE>
F-17
<PAGE>
DISNEY SALARIED SAVINGS AND INVESTMENT PLAN
SCHEDULE III
LINE 27d: SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(DOLLARS ARE NOT IN THOUSANDS)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Current
value
Identity Selling/ Cost of of asset on
of party Number of Purchase distribution Lease Expense assets sold/ transaction
involved Description of Assets Transactions Price Price rental incurred distributed date Net gain
- ------------ ----------------------- ------------ -------- ------------ ------ -------- ------------ ----------- --------
The Walt The Walt Disney Company
Disney Company* Common Stock 44 $10,115,947
33 $284,414,438 $281,563,568 $2,850,870
The Walt The Walt Disney Company
Disney Company* Common Stock Fund 183 311,908,122
173 22,207,258 12,612,792 9,594,466
Fidelity * Magellan Fund 237 21,321,678
209 14,682,538 12,528,014 2,154,524
Fidelity * Growth & Income Fund 183 71,470,462
156 9,149,970 8,212,141 937,829
Fidelity * U.S. Equity Index
Pool Fund 59 3,306,395
34 44,481,969 30,179,782 14,302,187
* Parties-in-interest
</TABLE>
F-17
