EX-99.1 2 v10162aexv99w1.htm EXHIBIT 99.1 exv99w1
 

EXHIBIT 99.1

DISNEY SALARIED SAVINGS AND
INVESTMENT PLAN

REPORT ON FINANCIAL STATEMENTS

DECEMBER 31, 2004 AND 2003

 

 

DISNEY SALARIED SAVINGS AND INVESTMENT PLAN

INDEX TO FINANCIAL STATEMENTS

DECEMBER 31, 2004 AND 2003

         
    Page  
Report of Independent Registered Public Accounting Firm
     F-2  
 
        
Financial Statements:
        
 
        
Statements of Net Assets Available for Benefits as of December 31, 2004 and 2003
     F-3  
 
        
Statement of Changes in Net Assets Available for Benefits For the year ended December 31, 2004
     F-4  
 
        
Notes to Financial Statements
     F-5  
 
        
Additional Information (included pursuant to Department of Labor Rules and Regulations):
        
 
        
Schedule H, line 4i – Schedule of Assets (Held at End of Year) For the year ended December 31, 2004
     F-12  
 
        
Schedule H, line 4a – Schedule of Delinquent Participant Contributions For the year ended December 31, 2004
     F-13  

Other schedules required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are either not applicable or have been filed directly with the Department of Labor as part of the Master Trust filing.

F-1

 

Report of Independent Registered Public Accounting Firm

To the Participants and Administrator of
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, 2004 and 2003, and the changes in net assets available for benefits for the year ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Assets (Held at End of Year) and Delinquent Participant Contributions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

PricewaterhouseCoopers LLP
Los Angeles, California
June 20, 2005

F-2

 

DISNEY SALARIED SAVINGS AND INVESTMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

(In thousands)

                 
    December 31,  
    2004     2003  
Assets
                
Investments in Master Trust:
                
At fair value:
                
The Walt Disney Company Common Stock Fund Shares of registered investment companies:
   $ 392,030     $ 337,517  
Fidelity Magellan Fund
     —       136,074  
Fidelity Growth & Income Portfolio Fund
     121,590       111,259  
Fidelity Cap Appreciation Fund
     145,703       —  
Fidelity Asset Manager Fund
     10,332       6,838  
Fidelity Diversified International Fund
     55,496       35,296  
Fidelity Freedom Income Fund
     26       —  
Fidelity Freedom 2000 Fund
     497       —  
Fidelity Freedom 2010 Fund
     999       —  
Fidelity Freedom 2020 Fund
     341       —  
Fidelity Freedom 2030 Fund
     383       —  
Fidelity Retirement Money Market Portfolio Fund
     49,223       51,402  
Fidelity Freedom 2040 Fund
     75       —  
Fidelity US Equity Index Pool
     14,889       9,484  
Fidelity Freedom 2005 Fund
     389       —  
Fidelity Freedom 2015 Fund
     1,336       —  
Fidelity Freedom 2025 Fund
     765       —  
Fidelity Freedom 2035 Fund
     118       —  
MSIFT Small Cap Value Portfolio-Adviser Class
     —       10,914  
PIMCO Total Return Fund
     55,627       47,852  
Baron Growth Fund
     6,575       —  
Ariel Appreciation Fund
     19,872       12,327  
Sequoia Fund
     101,820       87,306  
Calamos Growth A
     57,171       29,901  
Royce Low Priced Stock Fund
     2,771       —  
Vangaard Mid-Cap Index Adm Fund
     2,439       —  
Tamarack Enterprise I Fund
     15,453       —  
Participant loans
     15,982       15,118  
 
            
Total investments
     1,071,902       891,288  
 
            
Receivables:
                
Participant contributions
     7       24  
Employer contributions
     765       644  
Interest and dividend income
     3,362       3,022  
 
            
Total receivables
     4,134       3,690  
 
            
Net assets available for benefits
   $ 1,076,036     $ 894,978  
 
            

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

F-3

 

DISNEY SALARIED SAVINGS AND INVESTMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

(In thousands)

         
    For the Year Ended  
    December 31,  
    2004  
Additions to net assets attributed to:
        
Investment income:
        
Dividends
   $ 18,279  
Interest
     849  
Net appreciation in fair value of Investments (Note 3)
     104,863  
 
      
 
     123,991  
 
      
Contributions:
        
Participant
     87,503  
Employer
     20,364  
 
      
 
     107,867  
 
      
Total additions
     231,858  
 
      
Deductions from net assets attributed to:
        
Benefits paid to participants
     50,720  
Administrative expenses (Note 5)
     80  
 
      
Total deductions
     50,800  
 
      
Net increase
     181,058  
Net assets available for benefits:
        
Beginning of year
     894,978  
 
      
End of year
   $ 1,076,036  
 
      

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

F-4

 

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”) adopted the Disney Salaried Savings and Investment Plan (the “Plan”) effective as of May 1, 1984. 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”), as amended. This Plan is also an Employee Stock Ownership Plan (ESOP) that provides employees the opportunity to participate in the performance, both positive and negative, of The Walt Disney Company common stock. The following description of the Plan provides only general information. Participants should refer to the Plan document for a complete description of the Plan’s provisions.

Administration of the Plan
The Investment and Administrative Committee of The Walt Disney Company Sponsored Qualified Benefit Plans and Key Employees Deferred Compensation and Retirement Plan (the “Committee” or “Plan Administrator”) administers the Plan, interprets its provisions and resolves all issues arising in the administration of the Plan.

The assets of the Plan are administered under a trust agreement between the Company and Fidelity Management Trust Company (“Fidelity” or the “Trustee”). Pursuant to the trust agreement, Fidelity executes most of the day-to-day activities of trust administration.

Administrative expenses of the Plan may be paid from the assets of the Plan unless the Company, at its discretion, pays such expenses. Investment expenses incurred by the investment funds are charged to the respective funds.

Participation
Participation in the Plan is available to all eligible domestic salaried employees of the Company and its subsidiaries participating in the Plan. Effective July 1, 2004, eligible employees age 18 or older may enroll and begin making contributions 90 days after their hire date. After one year of employment, during which they must also work at least 1,000 hours, Company matching contributions begin. Prior to July 1, 2004, participants were required to complete a year of service with 1,000 hours before they could enroll and begin making contributions and receive Company matching contributions.

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

Contributions
Participants are permitted to contribute in whole percentages, up to 20 percent of their base compensation on a pre-tax basis, through weekly payroll deductions. A participant’s total pre-tax contributions and the Company’s matching contributions, in any Plan year, cannot exceed the limits provided under Section 415 of the Code.

F-5

 

DISNEY SALARIED SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
(continued)

1. Description of the Plan (continued)

Contributions (continued)
The Plan no longer accepts voluntary post-tax contributions. Post-tax contributions made prior to 1987 continue to share in the Plan’s investment results on a tax-deferred basis. The principal amounts of such post-tax contributions are recovered tax-free when withdrawn or distributed.

The Company currently contributes a matching amount equal to 50 percent of pre-tax contributions up to the first 4 percent of eligible compensation. The Company may change the level of matching contributions or cease making matching contributions. Prior to October 1, 2004, Company matching contributions were invested exclusively in the Company’s common stock, although participants were free to transfer all or any portion of their accumulated Company matching contributions to any of the available Plan investment funds or any combination of funds. Effective as of October 1, 2004, participants may pre-elect investment of the Company’s matching contributions in any of the available Plan investment funds, or any combination of funds. If no election is made, Company-matching contributions are invested in the Company’s common stock.

Income earned on participant and Company contributions to the Plan is not taxable for federal or state income tax purposes until withdrawn from the Plan.

Vesting
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 employee contributions and any Company-matching contributions in any one or more of the investment funds established for the Plan. Participants may elect to change the investment of their contributions or to transfer all or part of their account balances among the various investment funds in increments of 1 percent.

Benefits, Distributions and Withdrawals
A participant’s entire account balance, adjusted for investment gains or losses, is available for immediate distribution upon termination of employment. Participants’ account balances under $5,000 are automatically distributed within 60 days following the participant’s severance date, unless the participant elects to rollover the distribution into an IRA or another qualified plan. If no election is made, the account balance will be distributed to the participant less 20 percent for federal tax withholding. Participants with account balances of $5,000 or more may elect a distribution at any time following termination of employment, except all amounts are to be distributed in accordance with the minimum required distribution provisions of the Code.

Under Section 401(k) of the Code, in-service withdrawals, up to 100% of the participant’s account, are available upon age 59 1/2. Hardship withdrawals are limited to the amounts necessary to satisfy a financial hardship and will be made if the Committee determines that the reason for the hardship complies with

F-6

 

DISNEY SALARIED SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
(continued)

1. Description of the Plan (continued)

Benefits, Distributions and Withdrawals (continued)
applicable requirements under the Code and the Plan. A participant may withdraw his or her post-tax contributions twice each Plan year. The minimum amount of each post-tax contribution withdrawal is $250.

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. The minimum amount of each loan is $1,000, and 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 determined monthly at a fixed rate based on the prime rate plus one percent.

Plan Amendment or Termination
The Company reserves the right to amend or modify the provisions of the Plan at any time and from time to time. Although the Company expects to continue the Plan indefinitely, the Board of Directors of the Company may terminate the Plan for any reason. If the Plan is terminated, each participant will receive, as prescribed by ERISA and its related regulations, and in the form and manner determined by the Committee, a payment equal to the value of the participant’s account balance at the time of liquidation.

2. Summary of Significant Accounting Policies

Basis of Accounting
The financial statements of the Plan are prepared using the accrual basis of accounting.

Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Actual results could differ from those estimates.

Risks and Uncertainties
The Plan provides for various investment options in mutual funds and other securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants’ account balances, the

F-7

 

DISNEY SALARIED SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
(continued)

2. Summary of Significant Accounting Policies (continued)

Risks and Uncertainties (continued)
amounts reported in the Statements of Net Assets Available for Benefits and amounts reported in the Statement of Changes in Net Assets Available for Benefits.

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. Shares in registered investment companies are valued at the net asset value of shares held by the Plan at year end. Shares of common and collective trust funds are valued at net unit value, which is based upon the value of the underlying securities as determined by the Trustee at year end. The Company stock fund is valued at year end unit closing price (defined as the year end market price of common stock plus uninvested cash position). 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.

Net Appreciation/Depreciation in Fair Value of Investments
The net appreciation or depreciation in the fair value of investments recorded in the Statement of Changes in Net Assets Available for Benefits consists of realized gains (losses) on sales and unrealized appreciation (depreciation) on investments.

Payment of Benefits
Benefits are recorded when paid.

3. Investments

The following are investments that represent 5% or more of the Plan’s net assets at December 31:

                 
    2004     2003  
The Walt Disney Company Common Stock Fund
   $ 392,030     $ 337,517  
Fidelity Magellan Fund
     —       136,074  
Fidelity Growth & Income Portfolio Fund
     121,590       111,259  
Fidelity Cap Appreciation Fund
     145,703       —  
Fidelity Diversified International Fund
     55,496       —  
Fidelity Retirement Money Market Portfolio Fund
     —       51,402  
PIMCO Total Return Fund
     55,627       47,852  
Sequoia Fund
     101,820       87,306  
Calamos Growth A
     57,171       —  

During 2004, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows:

         
The Walt Disney Company Common Stock Fund
   $ 64,370  
Shares of registered investment companies
     40,493  
 
      
 
   $ 104,863  
 
      

F-8

 

DISNEY SALARIED SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
(continued)

4. Income Taxes

The Company has received an Internal Revenue Service determination letter dated June 18, 1996 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. The Plan has subsequently been amended and the Company has filed for an updated determination letter. The Company believes that the Plan still qualifies under Section 401(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 counsel believe that the Plan is designed
and is currently being operated in compliance with the applicable requirements of the Code. Accordingly, no provision for income taxes is made in the accompanying financial statements.

5. Related Party Transactions

Certain Plan investments are shares of registered investment companies managed by Fidelity. Fidelity is the trustee as defined by the Plan, and therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Plan to the Trustee amounted to $80,449 for the year ended December 31, 2004. The Company also qualifies as a party-in-interest and absorbs certain administrative expenses of the Plan. The Company paid $37,039 of administrative expenses on behalf of the Plan for the year ended December 31, 2004. Such transactions with the Company qualify for a statutory exemption. Furthermore, participant loans are considered party-in-interest transaction thus qualifies for statutory exemption.

The Plan also offers the Disney Stock Fund investment option. The Disney Stock Fund is designed primarily for investment in common stock of the Company. Transactions in this investment qualify as exempt party-in-interest transactions.

6. 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:

                 
    December 31,  
    2004     2003  
Net assets available for benefits per the financial statements
   $ 1,076,036     $ 894,978  
Amounts allocated to withdrawing participants
     (756 )     (472 )
 
            
Net assets available for benefits per Form 5500
   $ 1,075,280     $ 894,506  
 
            

F-9

 

DISNEY SALARIED SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
(continued)

6. 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:

         
    For the  
    Year Ended  
    December 31,  
    2004  
Benefits paid to participants per the financial statements
   $ 50,720  
Add: Amounts allocated to withdrawing participants at December 31, 2004
     756  
Less: Amounts allocated to withdrawing participants at December 31, 2003
     (472 )
 
      
Benefits paid to participants per Form 5500
   $ 51,004  
 
      

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, 2004 but not yet paid as of that date.

7. Investment in Disney 401(k) Master Trust

The Plan’s investments are held in the Disney 401(k) Master Trust (the “Master Trust”), which includes the assets of the Disney Hourly Savings and Investment Plan, the Go.com Savings and Investment Plan, and the ABC, Inc. Savings & Investment Plan, which are defined contribution plans sponsored by the Company or one of its subsidiary companies. 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 investment elections of participants within each plan. The Plan’s interest in the net assets of the Master Trust was approximately 47% and 44% at December 31, 2004 and 2003, respectively. Investment income of the Master Trust for the year ended December 31, 2004 was 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:

                 
    December 31,  
    2004     2003  
Investments, at fair value:
                
The Walt Disney Company Common Stock Fund
   $ 775,216     $ 671,439  
Shares of registered investment companies
     1,483,706       1,304,355  
 
            
Total
   $ 2,258,922     $ 1,975,794  
 
            

F-10

 

DISNEY SALARIED SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
(continued)

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

The investment income of the Master Trust is as follows:

         
    For the Year Ended  
    December 31, 2004  
Investment income:
        
Interest and dividends
   $ 38,366  
Net appreciation in fair value of investments
     205,000  
 
      
Total
   $ 243,366  
 
      

The net appreciation (including net realized gains/losses) in the fair value of the investments held by the Master Trust is as follows:

         
    For the Year Ended  
    December 31, 2004  
Net appreciation:
        
The Walt Disney Company Common Stock Fund
   $ 126,344  
Shares of registered investment companies
     78,656  
 
      
Total
   $ 205,000  
 
      

F-11

 

DISNEY SALARIED SAVINGS AND INVESTMENT PLAN

SCHEDULE H, LINE 4i

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

FOR THE YEAR ENDED DECEMBER 31, 2004

                             
(a)   (b)   Identity of Issue,   (c)   Description of Investment, Including   (e)   Current
        Borrower, Lessor or       Maturity Date, Rate of Interest,       Value
        Similar Party       Collateral, Par or Maturity Value        
 
*
      Participant loans       Interest rates range from 5.0% to 10.5% and maturing between January 2004 and May 2015.       $ 15,981,801  
 
                           
*   A party-in-interest for which a statutory exemption exists.

F-12

 

DISNEY SALARIED SAVINGS AND INVESTMENT PLAN

SCHEDULE H, LINE 4a

SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS

FOR THE YEAR ENDED DECEMBER 31, 2004

     
Participant Contributions Transferred Late to Plan   Total that Constitute Nonexempt Prohibited Transactions
$97,235   $97,235
     
Participant Loan Repayments Transferred Late to Plan   Total that Constitute Nonexempt Prohibited Transactions
$1,508   $1,508

F-13