0001001039-13-000095.txt : 20130624 0001001039-13-000095.hdr.sgml : 20130624 20130624165229 ACCESSION NUMBER: 0001001039-13-000095 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20121231 FILED AS OF DATE: 20130624 DATE AS OF CHANGE: 20130624 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WALT DISNEY CO/ CENTRAL INDEX KEY: 0001001039 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 954545390 STATE OF INCORPORATION: DE FISCAL YEAR END: 0929 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11605 FILM NUMBER: 13930092 BUSINESS ADDRESS: STREET 1: 500 SOUTH BUENA VISTA ST CITY: BURBANK STATE: CA ZIP: 91521 BUSINESS PHONE: 8185601000 MAIL ADDRESS: STREET 1: 500 SOUTH BUENA VISTA ST CITY: BURBANK STATE: CA ZIP: 91521 FORMER COMPANY: FORMER CONFORMED NAME: DC HOLDCO INC DATE OF NAME CHANGE: 19950918 11-K 1 fy2013_q3x11kxdsip2012xcov.htm FORM 11-K FY2013_Q3_11K_DSIP 2012_Cover


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
 
ý
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal period ended December 31, 2012
OR
 
¨
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from                  to                 
Commission file number: 1-11605
 
A.
Full title of the plan and the address of the plan, if different from that of the issuer named below:
Disney Savings and Investment Plan
 
B.
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
The Walt Disney Company
500 South Buena Vista Street, Burbank, California 91521
(818) 560-1000






The Walt Disney Company
Index to Exhibits
 
 
 
 
Exhibit
Number
 
Description
99.1
 
Financial statements for the Disney Savings and Investment Plan for the fiscal year ended December 31, 2012
99.2
 
Consent of Independent Registered Public Accounting Firm







SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed by the undersigned hereunto duly authorized.
 
 
 
 
 
Disney Savings and Investment Plan
 
(Name of Plan)
 
 
 
 
By:
/s/ James A. Rasulo
 
 
(James A. Rasulo, Chairman of the Investment and Administrative Committee, Senior Executive Vice President and Chief Financial Officer, The Walt Disney Company)
June 24, 2013
Burbank, California




EX-99.1 2 fy2013_q3x11kxex991xdsip20.htm FINANCIAL STATEMENTS FOR THE DISNEY SAVINGS AND INVESTMENT PLAN FY2013_Q3_11K_Ex99.1_DSIP 2012 Financials

Exhibit 99.1














DISNEY SAVINGS AND INVESTMENT PLAN

REPORT ON FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011









DISNEY SAVINGS AND INVESTMENT PLAN

INDEX TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011


 
 
Page

Report of Independent Registered Public Accounting Firm
1

 
 
 
Financial Statements:
 
 
Statements of Net Assets Available for Benefits as of December 31, 2012 and 2011
2

 
 
 
 
Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2012
3

 
 
 
 
Notes to Financial Statements
4

 
 
 
Additional Information (included pursuant to Department of Labor’s Rules and Regulations):*
 
 
 
 
 
Schedule H, line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2012
12

 
 
 
 
Schedule H, line 4d – Schedule of Nonexempt Transactions for the year ended December 31, 2012
13



*Other schedules required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 (“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.






























Report of Independent Registered Public Accounting Firm

To the Participants and Administrator of the
Disney Savings and Investment Plan

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Disney Savings and Investment Plan (the “Plan”) at December 31, 2012 and 2011, and the changes in net assets available for benefits for the year ended December 31, 2012 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) as of December 31, 2012 and Nonexempt Transactions for the year ended December 31, 2012 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 24, 2013







- 1 -



DISNEY SAVINGS AND INVESTMENT PLAN
 
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(In thousands)
 
 
December 31,
 
 
2012
 
2011
Assets
 
 
 
 
Investments in Master Trust at fair value:
 
 
 
 
Disney Stock ESOP Fund
 
$
911,596

 
$
711,318

Disney Stock Non ESOP Fund
 
2,789

 
1,070

Fidelity Institutional Money Market Fund
 
268,481

 
267,926

Fidelity Capital Appreciation K Fund
 
337,051

 
280,193

Fidelity Diversified International K Fund
 
199,766

 
169,594

Fidelity Freedom Income K Fund
 
9,378

 
6,772

Fidelity Freedom 2000 K Fund
 
4,118

 
3,632

Fidelity Freedom 2005 K Fund
 
2,854

 
2,906

Fidelity Freedom 2010 K Fund
 
15,747

 
16,061

Fidelity Freedom 2015 K Fund
 
51,848

 
46,703

Fidelity Freedom 2020 K Fund
 
62,281

 
51,884

Fidelity Freedom 2025 K Fund
 
64,888

 
51,918

Fidelity Freedom 2030 K Fund
 
63,038

 
46,534

Fidelity Freedom 2035 K Fund
 
60,622

 
43,001

Fidelity Freedom 2040 K Fund
 
55,777

 
38,775

Fidelity Freedom 2045 K Fund
 
27,668

 
16,352

Fidelity Freedom 2050 K Fund
 
20,745

 
11,610

Fidelity Freedom 2055 K Fund
 
1,292

 

PIMCO Total Return Fund
 
418,419

 
355,147

Baron Growth Fund
 
106,760

 
89,454

Sequoia Fund
 
350,637

 
297,306

Calamos Growth Fund
 
143,826

 
135,831

Federated US Treasury Cash Reserves
 
18,136

 
15,025

Vanguard Institutional Index Plus Shares Fund
 
274,617

 
235,872

Vanguard Small-Cap Index Fund
 
45,396

 
34,048

Vanguard Mid-Cap Index Plus Shares Fund
 
116,574

 
103,434

Vanguard Total Stock Market Index Fund
 
22,365

 
12,907

Vanguard Total Bond Market Index Fund
 
33,430

 
23,868

Royce Low Priced Stock Fund
 
61,616

 
68,367

Spartan International Index Fund
 
13,335

 
7,684

Total investments
 
3,765,050

 
3,145,192

 
 
 
 
 
Receivables:
 
 
 
 
Participant contributions
 
7

 

Employer contributions
 
2,932

 
2,836

Interest and dividend income
 

 
11,410

Notes receivable from participants
 
53,473

 
49,581

Total receivables
 
56,412

 
63,827

 
 
 
 
 
Net assets available for benefits
 
$
3,821,462

 
$
3,209,019






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

- 2 -



DISNEY SAVINGS AND INVESTMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

(In thousands)
 
For the Year Ended
 
December 31, 2012
 
 
Plan's interest in Master Trust's investment income:
 
Dividends
$
101,967

Net appreciation in fair value of investments (Note 3)
467,241

 
569,208

 
 
Interest income on notes receivable from participants
2,291

 
 
Contributions:
 
Participant
229,317

Employer
48,672

 
277,989

 
 
Deductions from net assets attributed to:
 
Benefits paid to participants
236,788

Administrative expenses (Note 5)
257

 
237,045

 
 
Net increase
612,443

 
 
Net assets available for benefits:
 
Beginning of year
3,209,019

 
 
End of year
$
3,821,462





















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

- 3 -



DISNEY SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

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. Effective February 2, 2007, the name of the Plan changed to Disney Savings and Investment Plan. The Plan is a defined contribution plan intended 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 (the “Code”). In addition to the Code, the Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). This Plan is also an Employee Stock Ownership Plan (“ESOP”), which is intended to comply with Section 4975(e)(7) of the Code. The ESOP provides employees the opportunity to participate in the performance, both positive and negative, of 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 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 eligible domestic employees of the Company and its subsidiaries participating in the Plan. Eligible employees age 18 or older may enroll and begin making contributions 90 days after their hire date.

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

Contributions
Participants are permitted to make pre-tax contributions or after-tax Roth contributions or a combination of both in whole percentages, up to 50 percent of their base compensation, through weekly payroll deductions. A participant’s total pre-tax contributions, after-tax Roth 401(k) contributions and the Company’s matching contributions, in any Plan year, cannot exceed the limits provided under Section 402(g) and Section 415 of the Code.

Once the participant reaches one year of service, the Company will begin making matching contributions in the amount of the lesser of two percent of eligible compensation or 50 percent of employee contributions. The Company may change the level of matching contributions or cease making matching contributions.






- 4 -



DISNEY SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
(continued)

1.
Description of the Plan (continued)

Contributions (continued)
Income earned on participant pre-tax contributions and Company contributions to the Plan is not taxable for federal or state income tax purposes until withdrawn from the Plan. Income earned on Roth 401(k) contributions is not taxable if distributed in a qualified distribution. A Roth 401(k) withdrawal is considered a qualified distribution if five taxable years have passed since a participant’s first contribution and the withdrawal is attributable to the participant’s attainment of age 59 ½, disability or death.

Vesting
Participants are fully vested immediately in all contributions, including the Company’s matching contributions, and all earnings thereon.

Investments
Participants may direct the investment of their individual contributions and any Company matching contributions in any one or more of the investment funds established under 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 one 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. Distributions are made in cash or participants can elect to receive any part of their Disney Stock Fund accounts in the form of Company common stock plus cash for any fractional shares. Participants’ account balances under $1,000 are automatically distributed within 60 days following the participant’s termination date (or on a future date at which the fair market value of the account balance should fall below $1,000), less 20 percent for federal tax withholding, unless the participant elects to rollover the distribution into an IRA or another qualified plan. Participants with account balances of $1,000 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.

In-service withdrawals, up to 100 percent of the participant’s account, are available after reaching age 59½. Hardship withdrawals are limited to the amounts necessary to satisfy a financial hardship and will be made if the Committee, or its delegate, determines that the reason for the hardship complies with applicable requirements under the Code and the Plan.

Voting Rights for the Disney Stock Funds
Each participant has the right to direct the Trustee concerning shareholder rights, such as voting rights or tender offers. An appointed independent fiduciary will vote the shares if a participant does not give specific voting instructions to the Trustee. If an independent fiduciary is not appointed in a particular year or does not give the Trustee timely direction, the Trustee will vote those shares in the same proportion it has received instructions from other participants. If the Trustee does not receive specific tender offer instructions, the Trustee will not tender those shares.







- 5 -



DISNEY SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
(continued)

1.
Description of the Plan (continued)

Notes Receivable from Participants
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 notes made by participants are secured by their accounts with a right of offset. 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 note is $1,000, and a participant may only have one note outstanding.

Notes may have a term of up to five years. However, the term can be extended to thirty years if the note is used to acquire or construct a principal residence of the participant. The interest rate on notes is determined at the time the note was issued based on the prime rate plus one percent. Note payments, including interest, are credited to the participant’s account.

Plan Amendment or Termination
The Company reserves the right to amend or modify 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 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 (“U.S. GAAP”) 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, which can include increases in defaults and credit rating downgrades. 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 could materially affect participants’ account balances, the amounts reported in the Statements of Net Assets Available for Benefits and in the Statement of Changes in Net Assets Available for Benefits.










- 6 -



DISNEY SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
(continued)

2.     Summary of Significant Accounting Policies (continued)

Investment Valuation and Income Recognition
The Plan’s investments are all held in the Disney Savings Plan Master Trust (the “Master Trust”). Shares in registered investment companies are valued at the net asset value of shares held by the Plan at year end. The Disney Stock ESOP Fund is valued at the year end quoted market price of Company common stock. The Disney Stock Non ESOP Fund was added to be used for employee and employer contributions that are directed to be invested in Company common stock and is also a share accounted fund with real time trading and valued at the year end quoted market price of Company common stock. The balances in the Disney Stock Non ESOP Fund will be automatically transferred to the Disney Stock ESOP Fund annually. Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date.

Net Appreciation/Depreciation in Fair Value of Investments
The Plan’s share of the Master Trust’s 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.

Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. There are no allowances for credit losses as delinquent participant notes are reclassified as distributions based upon the terms of the Plan document.

Payment of Benefits
Benefits are recorded when paid.

Subsequent Events
The Plan Administrator has evaluated subsequent events through June 24, 2013, the date the financial statements were available to be issued, and made any necessary adjustments and disclosures, as applicable.

On February 8, 2013, the Committee approved the merger of the Playdom 401(k) Profit Sharing Plan and Trust into the Plan, effective September 30, 2013.














- 7 -



DISNEY SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
(continued)

3.    Investments

The following are the Plan’s share of investments within the Master Trust that represent 5 percent or more of the Plan’s total investments at December 31 (in thousands):
 
 
2012
 
2011
 
 
 
 
 
Disney Stock ESOP Fund
 
$
911,596

 
$
711,318

Fidelity Institutional Money Market Fund
 
268,481

 
267,926

Fidelity Capital Appreciation K Fund
 
337,051

 
280,193

Fidelity Diversified International K Fund
 
199,766

 
169,594

PIMCO Total Return Fund
 
418,419

 
355,147

Sequoia Fund
 
350,637

 
297,306

Vanguard Institutional Index Plus Shares Fund
 
274,617

 
235,872


During 2012, the Plan’s share of investments within the Master Trust appreciated in value as follows (in thousands):
Disney Stock Funds
 
$
230,919

International/Global Equities
 
30,685

Domestic Equities – Small Cap
 
8,546

Domestic Equities – Mid Cap
 
18,105

Domestic Equities – Large Cap
 
135,625

Life Cycle/Target Date Funds
 
31,394

Bond Funds
 
11,967

 
 
$
467,241


4.     Income Taxes

The Company has received a favorable determination letter from the Internal Revenue Service (“IRS”) dated June 30, 2005, stating that the Plan qualifies under the appropriate sections of the Code and is therefore exempt from income taxes under Section 501(a) of the Code. The Plan has subsequently been amended and the Company filed for a new determination letter on January 27, 2011 in accordance with the staggered remedial amendment period provisions of Revenue Procedure 2007-44. The Plan Administrator and the Plan’s legal counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code.

U.S. GAAP requires the Plan Administrators to evaluate tax positions taken by the plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan Administrator has concluded that as of December 31, 2012, there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by the IRS; however, there are currently no audits for any tax periods in progress. The Plan Administrator believes it is no longer subject to income tax examination for years prior to 2009.



- 8 -



DISNEY SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
(continued)
5.     Party-in-Interest Transactions

Under ERISA rules related to 401(k) plans, transactions with related parties of the plan such as a sponsor, administrator, trustee or participant (Parties-in-Interest) are considered either exempt or non-exempt from ERISA prohibited transaction provisions. Non-exempt transactions are subject to penalty taxes.

During the year ended December 31, 2012, the Plan had the following exempt party-in-interest transactions:
Certain Plan investments are shares of registered investment companies managed by Fidelity, who is the Trustee of the Plan.
Fees paid by the Plan to the Trustee amounted to $256,950 for the year ended December 31, 2012.
The Company absorbed certain administrative expenses on behalf of the Plan totaling $150,226.
Participants borrowed $24,340,595 of loans and made repayments of $20,507,013.
The Plan also allows participants to invest in Company common stock through the Disney Stock ESOP Fund and the Disney Stock Non ESOP Fund investment funds.

During the year ended December 31, 2011, the Plan had non-exempt party-in-interest transactions which arose when two participants erroneously obtained a second note receivable although the Plan only allows one note per participant. One of these notes also exceeded the 50% vested account balance maximum. The Plan has corrected these violations in 2012 by reporting the second note as deemed distributions under Code §72(p), and has implemented a new control to prevent recurrence in the future. These transactions totaled $28,631 and are reported in the attached Schedule of Nonexempt Transactions.

6.     Investment in Disney Savings Plan Master Trust

The Plan’s investments are held in the Master Trust, which also includes the assets of the Disney Hourly Savings and Investment Plan and the Disney Retirement Savings Plan, which are other defined contribution plans sponsored by the Company. 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 95% at December 31, 2012 and 2011. Investment income of the Master Trust for the year ended December 31, 2012 was allocated based upon each Plan’s interest within each of the investment funds held by the Master Trust. For the year ended December 31, 2012, the Master Trust’s purchases and sales of Company common stock were $139,480,851 and $167,226,548, respectively.

Investments held by the Master Trust are as follows (in thousands):
 
 
December 31,
 
 
2012
 
2011
Investments, at fair value:
 
 
 
 
Disney Stock Funds
 
$
955,316

 
$
741,358

International/Global Equities
 
223,360

 
185,181

Domestic Equities – Small Cap
 
228,813

 
204,092

Domestic Equities – Mid Cap
 
277,389

 
253,969

Domestic Equities – Large Cap
 
1,023,006

 
855,974

Life Cycle/Target Date Funds
 
493,820

 
371,734

Bond Funds
 
469,286

 
393,079

Money Market Funds
 
303,829

 
297,985

Total
 
$
3,974,819

 
$
3,303,372



- 9 -



DISNEY SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
(continued)

6.     Investment in Disney Savings Plan Master Trust

The changes in net assets for the Master Trust are as follows (in thousands):

 
For the Year Ended
 
December 31, 2012
Changes in Net Assets:
 
Dividends
$
108,050

Net appreciation in fair value of investments
488,727

Net investment income
596,777

Net Transfers
74,670

Increase in net assets
671,447

Net assets:
 
Fair value of investments at beginning of year
3,303,372

Fair value of investments at end of year
$
3,974,819


The net appreciation in the fair value of the investments held by the Master Trust is as follows (in thousands):

 
For the Year Ended
 
December 31, 2012
Net appreciation:
 
Disney Stock Funds
$
240,626

International/Global Equities
32,108

Domestic Equities – Small Cap
9,068

Domestic Equities – Mid Cap
19,122

Domestic Equities – Large Cap
140,625

Life Cycle/Target Date Funds
34,773

Bond Funds
12,405

Total
$
488,727
















- 10 -




DISNEY SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS
(continued)

7.     Fair Value Measurements

Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants. Assets and liabilities measured at fair value are classified in the following three categories:

Level 1 – Quoted prices for identical instruments in active markets
Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets
Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable

The Plan’s assets are Level 1 assets.




- 11 -



DISNEY SAVINGS AND INVESTMENT PLAN

EIN: 95-4545390, Plan: 011

SCHEDULE H, LINE 4i

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2012


 
 
 
 
 
 
 
 
 
(b)
 
(c)
 
(e)
(a)
 
Identity of Issue, Borrower, Lessor, or Similar Party
 
Description of Investment, Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value
 
Current Value
 
 
 
 
 
 
 
*
 
Disney Savings Plan Master Trust
 
Master Trust Investment Account
 
$
3,765,050,101

*
 
Notes receivable from participants
 
Notes mature between January 2013 and January 2043 with interest rates that range from 4.25% to 9.25%.
 
$
53,473,218


* A party-in-interest for which a statutory exemption exists.















- 12 -



DISNEY SAVINGS AND INVESTMENT PLAN

EIN: 95-4545390, Plan: 011

SCHEDULE H, LINE 4d - SCHEDULE OF NONEXEMPT TRANSACTIONS

and SCHEDULE G, PART III – SCHEDULE OF NONEXEMPT TRANSACTIONS

FOR THE YEAR ENDED DECEMBER 31, 2012

(a)
 
(b)
 
(c)
 
(d)
 
(e)
 
(f)
 
(g)
 
(h)
 
(i)
 
(j)
Identity of party involved
 
Relationship to plan, employer, or other party-in-interest
 
Description of transactions
 
Purchase Price
 
Selling Price
 
Lease Rental
 
Expenses incurred in connection with transaction
 
Cost of Asset
 
Current Value
 
Net gain or (loss) on each transaction
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The Walt Disney Company
 
Plan Sponsor
 
In 2011, two participants erroneously obtained a second plan loan contrary to plan provisions, and one of these loans also exceeded the 50% vested account balance maximum. *See below.
 
N/A
 
N/A
 
N/A
 
N/A
 
N/A
 
$
28,631

 
N/A

*The participants were able to obtain the second loan because plan records indicated that their first loan had been fully repaid. However, the first loan ultimately remained unpaid because the participants’ loan repayments were returned for insufficient funds. The Plan has corrected these loan failures in 2012 by reporting them as deemed distributions under Code §72(p). An administrative control has been implemented extending the period between loan payoffs and new loan initiations in order to insure that loans are repaid before issuing any new loans.



- 13 -
EX-99.2 3 fy2013_q3x11kxex992xdsip20.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FY2013_Q3_11K_Ex99.2_DSIP 2012 Consent

Exhibit 99.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-116953 and 333-128860) of The Walt Disney Company of our report dated June 24, 2013 relating to the financial statements and supplementary schedules of the Disney Savings and Investment Plan, which appears in this Form 11-K.

/s/ PRICEWATERHOUSECOOPERS LLP

Los Angeles, CA
June 24, 2013