ABC, INC. SAVINGS & INVESTMENT
PLAN
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1997 AND 1996
<PAGE>
ABC, INC. SAVINGS & INVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1997 AND 1996
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-17
Schedule II - Line 27d: Schedule of Reportable Transactions F-18
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 25, 1998
To the Participants and the Employee
Benefits Committee of
The ABC, Inc. Savings & Investment Plan
In our opinion, the accompanying statements of net assets available for benefits
as of December 31, 1997 and 1996 and the related statement of changes in net
assets available for benefits for the year ended December 31, 1997 present
fairly, in all material respects, the net assets available for benefits of the
ABC, Inc. Savings & Investment Plan (the "Plan") at December 31, 1997 and 1996,
and the changes in 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 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 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.
PRICE WATERHOUSE LLP
New York, New York
F-2
<PAGE>
ABC, INC. SAVINGS & INVESTMENT PLAN
STATEMENT 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 $ 535,542 $427,204
Shares of registered investment companies:
Fidelity Retirement Money Market Portfolio Fund 170,672 195,785
Fidelity Inst. Short-Inter Gov't Portfolio Fund 17,098 14,034
Fidelity Asset Manager Fund 61,654 60,169
Fidelity Growth and Income Portfolio Fund 163,342 121,389
Fidelity Magellan Fund 83,236 71,071
Participant Loans 14,364 16,483
------ ------
Total investments 1,045,908 906,135
--------- -------
Receivables:
Employer's contribution 882 985
Participants' contributions 139 3,393
Total receivables 1,021 4,378
Total assets 1,046,929 910,513
--------- -------
Net assets available for benefits $1,046,929 $910,513
========== ========
</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,
1997
-------------------
Additions to net assets attributed to:
Investment income:
Dividend and interest income $ 32,385
Interest on participant loans 1,336
Net realized gain on sale of assets 39,271
Net unrealized appreciation
on investments 179,043
-------
252,035
-------
Contributions:
Participants 35,093
Employer 12,343
------
47,436
------
Total additions 299,471
-------
Deductions from net assets attributed to:
Payments to participants 88,392
Administrative expense 89
Transfer of assets to successor trustee 74,574
------
Total deductions 163,055
-------
Increase in net assets 136,416
Net assets available for benefits
Beginning of year 910,513
-------
End of year $1,046,929
==========
</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 also are eligible to participate in the Plan as are employees
of certain properties within the Company's Publishing Group not part of ABC,
Inc. prior to January 1, 1989.
Transfer of Assets to Successor Trustee
During 1997, the Company sold certain Publishing Group properties to various
purchasers. Employees of these Publishing Group properties who were participants
of the Plan were allowed to either transfer their vested account balances to
plans provided by the purchasers of the Publishing Group properties, withdraw
from the Plan by December 31, 1999, or leave their account balances in the Plan
subject to the Plan's distribution provisions regarding termination, retirement
or death. The disposition of Publishing Group participant account balances was
in accordance with the terms and conditions of each sale and may differ from
sale to sale. Total net assets transferred amounted to $74,573,859.
F-5
<PAGE>
ABC, INC. SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
1. Description of the Plan (continued)
Contributions
Participants are permitted to authorize contributions in whole percentages, up
to 10 percent of their base compensation on a pre-tax or after-tax basis,
through payroll deductions. A participant's total contributions and the
Company's matching contributions, in any Plan year, cannot exceed the limits
provided under Sections 401(k), 401(a) and 415 of the Code.
The Company currently contributes a matching amount equal to 50 percent of the
first 5% 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.
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.
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 $89,000 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.
F-8
<PAGE>
ABC, INC. SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
2. Summary of Significant Accounting Policies (continued)
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying
disclosures. Actual results could differ from those estimates.
Contribution Policy
Contributions are recorded in the period during which the Company makes payroll
deductions from the employees' earnings. Matching company contributions are
recorded in the same period.
Investment Valuation and Income Recognition
Investments in securities traded on national security exchanges are valued on
the basis of the closing price on the last trading day of the year. Investments
in commingled funds are valued at the redemption prices established by the
Trustee, which are based on the market value of the fund assets. Participant
loans are valued at cost which approximates fair value. Purchases and sales of
securities are recorded on a trade-date basis. Interest income is recorded on
the accrual basis. Dividends are recorded on the ex-dividend date.
Realized Gains and Losses on Security Transactions
Realized gains and losses on security transactions are computed based upon the
sales proceeds less the fair value of the investments at the beginning of the
year or the acquisition cost, if acquired during the year.
Unrealized Appreciation/Depreciation in Fair Value of Investments
The unrealized appreciation or depreciation in the fair value of investments
held at year end is based on values established at the most recent year-end
valuation date as compared to the previous year-end valuation or the
purchase cost if the investment was acquired within the year.
Payment of Benefits
Benefits are recorded when paid.
F-9
<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, 1997 December 31, 1996
----------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Number Market Number Market
of Value Total of Value Total
Units Per Unit Market Units Per Unit Market
----- -------- ------ ----- -------- ------
The Walt Disney Company
Common Stock Fund 35,048,550 $15.28 $535,542* 39,666,172 $10.77 $427,204*
--------- ---------
Fidelity Pooled Funds:
Retirement Money Market
Portfolio Fund 170,672,420 1.00 170,672* 195,785,050 1.00 195,785*
Inst. Short-Inter Gov't
Portfolio Fund 1,815,042 9.42 17,098 1,489,791 9.42 14,034
Asset Manager Fund 3,359,919 18.35 61,654* 3,653,258 16.47 60,169*
Growth and Income
Portfolio Fund 4,287,183 38.10 163,342* 3,950,174 30.73 121,389*
Magellan Fund 873,684 95.27 83,236* 881,226 80.65 71,071*
------ ------
496,002 462,448
------- -------
Participant Loans 14,364 16,483
------ ------
$1,045,908 $906,135
========== ========
Funds that constitute more than five percent of the investments held
</TABLE>
F-10
<PAGE>
ABC, INC. SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
4. Statement of Net Assets Available for Benefits by Investment Program
<TABLE>
<CAPTION>
DECEMBER 31, 1997
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
The Walt Retirement Inst.
Disney Money Short-Inter Growth &
Company Market Gov't Asset Income
Common Portfolio Portfolio Manager Portfolio Magellan Participant
Stock Fund Fund Fund Fund Fund Fund Loans Total
Investments at fair value 535,542 170,672 17,098 61,654 163,342 83,236 $ 14,364 1,045,908
Inter-fund transfer receivable 2,000 (3,000) 50 200 450 300 - -
Contributions receivable 328 161 25 112 224 171 - 1,021
Net assets available for benefits 537,870 167,833 17,173 61,966 164,016 83,707 $ 14,364 1,046,929
</TABLE>
F-11
<PAGE>
ABC, INC. SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
4. Statement of Net Assets Available for Benefits by Investment Program
<TABLE>
<CAPTION>
DECEMBER 31, 1996
------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
The Walt Retirement Inst.
Disney Money Short-Inter Growth &
Company Market Gov't Asset Income
Common Portfolio Portfolio Manager Portfolio Magellan Participant
Stock Fund Fund Fund Fund Fund Fund Loans Total
Investments at
fair value 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-12
<PAGE>
ABC, INC. SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
5. Statement of Changes in Net Assets Available for Benefits by Investment
Program
<TABLE>
<CAPTION>
DECEMBER 31, 1997
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
The Walt Retirement Inst.
Disney Money Short-Inter Growth &
Company Market Gov't Asset Income
Common Portfolio Portfolio Manager Portfolio Magellan Participant
Stock Fund Fund Fund Fund Fund Fund Loans Total
Additions to net assets
attributed to:
Investment income
Interest and dividends 3,071 9,549 997 5,605 7,658 5,505 1,336 33,721
Net realized gain/(loss)
on sale of assets 22,857 - (38) 2,594 9,114 4,744 - 39,271
------ ------ --- ----- ----- ----- ----- ------
25,928 9,549 959 8,199 16,772 10,249 1,336 72,992
------ ----- --- ----- ------ ------ ----- ------
Net unrealized appreciation
in investments 143,800 - 36 4,669 22,340 8,198 - 179,043
------- ----- -- ----- ------ ----- ----- -------
Contributions:
Participants 14,422 1,934 937 3,948 7,994 5,858 - 35,093
Employer 12,898 (555) - - - - - 12,343
------ ---- --- ----- ----- ----- ----- ------
27,320 1,379 937 3,948 7,994 5,858 - 47,436
------ ----- --- ----- ----- ----- ----- ------
Total additions 197,048 10,928 1,932 16,816 47,106 24,305 1,336 299,471
------- ------ ----- ------ ------ ------ ----- -------
</TABLE>
F-13
<PAGE>
ABC, INC. SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
5. Statement of Changes in Net Assets Available for Benefits by Investment
Program
<TABLE>
<CAPTION>
DECEMBER 31, 1997
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
The Walt Retirement Inst.
Disney Money Short-Inter Growth &
Company Market Gov't Asset Income
Common Portfolio Portfolio Manager Portfolio Magellan Participant
Stock Fund Fund Fund Fund Fund Fund Loans Total
Deductions from net assets attributed to:
Payments to participants 32,864 23,679 2,342 6,912 12,604 6,611 3,380 88,392
Administrative expense 11 43 4 12 15 4 - 89
------ ------ ----- ----- ------ ----- ----- ------
32,875 23,722 2,346 6,924 12,619 6,615 3,380 88,481
------ ------ ----- ----- ------ ----- ----- ------
Transfer of assets to
successor trustees 23,361 13,868 1,558 8,483 15,487 11,817 - 74,574
------ ------ ----- ----- ------ ------ ------
Total deductions 56,236 37,590 3,904 15,407 28,106 18,432 3,380 163,055
------ ------ ----- ------ ------ ------ ----- -------
Inter-fund transfers (32,536) (1,482) 5,019 (39) 22,930 6,183 (75) -
------- ------ ----- ------ ------ ----- ----- -------
Increase (decrease) in net
assets for the year 108,276 (28,144) 3,047 1,370 41,930 12,056 (2,119) 136,416
Net assets available for
benefits
Beginning of year 429,594 195,977 14,126 60,596 122,086 71,651 16,483 910,513
------- ------- ------ ------ ------- ------ ------ -------
End of year 537,870 167,833 17,173 61,966 164,016 83,707 14,364 1,046,929
======= ======= ====== ====== ======= ====== ====== =========
</TABLE>
F-14
<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,
1997
-----------
Net assets available for benefits per the
financial statements $1,046,929
Amounts allocated to withdrawing
participants (325)
Net assets available for benefits per ----------
Form 5500 $1,046,604
==========
The following is a reconciliation of benefits paid to participants according to
the financial statements to Form 5500:
Year Ended
December 31,
1997
-----------
Benefits paid to participants per the
financial statements $88,392
Less: Amounts allocated to withdrawing participants
at December 31, 1996 (2,863)
Add: Amounts allocated to withdrawing participants
at December 31, 1997 325
-------
Benefits paid to participants per Form 5500 $85,854
=======
</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-15
<PAGE>
ABC, INC. SAVINGS & INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
8. Subsequent Events (unaudited)
Effective April 1, 1998, certain employees of the corporate and broadcasting
operations of the Company hired prior to January 1, 1989 who were previously
ineligible for the Plan and participating in The Employee Profit Sharing Plan of
ABC, Inc. are eligible to participate in the Plan.
Effective May 19, 1998, $1,024,000.00 of employee after-tax contributions of
certain employees of Fairchild Publishing Inc. were transferred into the Plan
from the Capital Cities Publishing Pension Plan.
9. Investment in Master Trust
The Plan's investments are held in a Master Trust along with the assets of the
Employee Profit Sharing Plan of ABC, Inc., a defined contribution plan sponsored
by the Company. Each participating plan has a specific interest in the Master
Trust. Assets of the Master Trust are allocated to the participating plans
according to the elections of participants within each plan. At December 31,
1997 and December 31, 1996, the Plan's interest in the net assets of the Master
Trust was approximately 83.7% and 83.2%, respectively. Investment income of the
Master Trust is allocated based upon each Plan's interest within each of the
investment funds held by the Master Trust.
Investments held by the Master Trust are as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
December 31,
------------
1997 1996
---- ----
Investments, at fair value:
The Walt Disney Company Common Stock Fund 535,542 427,204
Share of registered investment companies 698,796 643,080
--------- ---------
Total 1,234,338 1,070,284
========= =========
</TABLE>
The investment income of the Master Trust is as follows:
<TABLE>
<CAPTION>
<S> <C>
For the Year Ended
December 31, 1997
-----------------
Investment income:
Interest and dividends 38,828
Net realized gain on sale of assets 48,673
Net unrealized appreciation 215,152
--------------
Total 302,653
==============
</TABLE>
The net appreciation (including net realized gains/losses) in the fair value of
the investments held by the Master Trust is as follows:
<TABLE>
<CAPTION>
<S> <C>
For the Year Ended
December 31, 1997
------------------
Net Appreciation:
The Walt Disney Company Common Stock Fund 166,657
Shares of registered investment companies 97,168
-----------------
Total 263,825
=================
</TABLE>
F-16
<PAGE>
ABC, INC. SAVINGS & INVESTMENT PLAN
SCHEDULE I
LINE 27a: SCHEDULE OF ASSETS HELD FOR INVESTMENT AT
DECEMBER 31, 1997
(DOLLARS ARE NOT IN THOUSANDS)
<TABLE>
<CAPTION>
SHARES DESCRIPTION OF INVESTMENTS COST CURRENT VALUE
------ -------------------------- ---- -------------
<S> <C> <C> <C>
35,048,550 *The Walt Disney Company $ 275,039,562 $ 535,541,839
Common Stock Fund
170,672,420 *Fidelity Retirement Money Market 170,672,419 170,672,420
Portfolio Fund
1,815,042 *Fidelity Inst. Short-Inter 17,034,938 17,097,698
Gov't Portfolio Fund
3,359,919 *Fidelity Asset Manager Fund 53,264,080 61,654,519
4,287,183 *Fidelity Growth and Income 126,221,326 163,341,660
Portfolio Fund
873,683 *Fidelity Magellan Fund 69,819,403 83,235,847
Participant Loans - 14,364,389
(Maturities go through 2007
Interest rates range from
7.0% to 11.0%) -------------- --------------
$ 712,051,728 $1,045,908,372
============== ==============
*Parties-in-interest
</TABLE>
F-17
<PAGE>
ABC, INC. SAVINGS & INVESTMENT PLAN
SCHEDULE II
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
Identity Selling/ Cost of value of asset
of party Number of Purchase distribution Lease Expense assets sold/ on transaction Net
involved Description of assets Transactions Price Price rental incurred distributed date gain
The Walt The Walt Disney Company
Disney Company * Common Stock 253 $109,079,950 - -
254 $167,350,134 - - $125,582,861 - $41,767,273
Fidelity * Growth & Income
Portfolio Fund 253 74,344,661 - -
253 63,844,144 - - 54,122,939 - 9,721,205
Fidelity * Retirement Money Market
Portfolio Fund 256 122,674,792 - -
254 147,650,377 - - 147,650,377 - -
* Parties-in-interest
</TABLE>
F-18
<PAGE>
