EX-99.1 2 dex991.htm REPORT ON FINANCIAL STATEMENTS Report on Financial Statements

Exhibit 99.1

DISNEY HOURLY SAVINGS AND INVESTMENT PLAN

REPORT ON FINANCIAL STATEMENTS

DECEMBER 31, 2007 AND 2006


DISNEY HOURLY SAVINGS AND INVESTMENT PLAN

INDEX TO FINANCIAL STATEMENTS

DECEMBER 31, 2007 AND 2006

 

     Page

Report of Independent Registered Public Accounting Firm

   1

Financial Statements:

  

Statements of Net Assets Available for Benefits as of December 31, 2007 and 2006

   2

Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2007

   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, 2007

   10

Schedule H, line 4a – Schedule of Delinquent Participant Contributions for the year ended December 31, 2007

   11

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 Hourly 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 Hourly Savings and Investment Plan (the “Plan”) at December 31, 2007 and 2006, and the changes in net assets available for benefits for the year ended December 31, 2007 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.

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

June 26, 2008

 

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DISNEY HOURLY SAVINGS AND INVESTMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

(In thousands)

 

     December 31,
   2007    2006

Assets

     

Investments in Master Trust at fair value:

     

The Disney Common Stock Fund

   $ 17,289    $ 16,242

Citadel Common Stock Fund

     75      —  

Fidelity Growth & Income Portfolio Fund

     3,474      2,994

Fidelity Institutional Money Market Fund

     6,704      4,512

Fidelity Cap Appreciation Fund

     6,662      5,480

Fidelity Asset Manager Fund

     2,613      2,231

Fidelity Diversified International Fund

     6,790      4,601

Fidelity Freedom Income Fund

     191      97

Fidelity Freedom 2000 Fund

     41      27

Fidelity Freedom 2010 Fund

     804      575

Fidelity Freedom 2020 Fund

     1,180      705

Fidelity Freedom 2030 Fund

     1,046      641

Fidelity Freedom 2040 Fund

     860      557

Fidelity Freedom 2005 Fund

     65      54

Fidelity Freedom 2015 Fund

     1,358      882

Fidelity Freedom 2025 Fund

     1,160      698

Fidelity Freedom 2035 Fund

     974      634

Fidelity Freedom 2045 Fund

     69      —  

Fidelity Freedom 2050 Fund

     60      —  

Fidelity US Equity Index Pool

     2,288      1,889

PIMCO Total Return Fund

     3,653      2,661

Baron Growth Fund

     3,004      2,102

Ariel Appreciation Fund

     1,315      1,128

Sequoia Fund

     5,909      4,646

Calamos Growth Fund

     6,425      4,395

Vangard Mid-Cap Index Fund—Institutional Class

     1,980      1,269

Royce Low Priced Stock Fund

     1,424      1,069

Tamarack Enterprise I Fund

     1,153      1,108

Participant loans

     2,836      1,705
             

Total investments

     81,402      62,902
             

Receivables:

     

Participant contributions

     1      1

Employer contributions

     94      74

Interest and dividend income

     183      144
             

Total receivables

     278      219
             

Net assets available for benefits

   $ 81,680    $ 63,121
             

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

 

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DISNEY HOURLY SAVINGS AND INVESTMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

(In thousands)

 

     For the Year Ended
December 31, 2007
 

Additions to net assets attributed to:

  

Plan’s interest in Master Trust’s investment income:

  

Dividends

   $ 5,087  

Interest

     164  

Net depreciation in fair value of investments (Note 3)

     (1,738 )
        
     3,513  
        

Contributions:

  

Participant

     14,908  

Employer

     3,609  
        
     18,517  
        

Total additions

     22,030  
        

Deductions from net assets attributed to:

  

Benefits paid to participants

     3,429  

Administrative expenses (Note 5)

     42  
        

Total deductions

     3,471  
        

Net increase

     18,559  

Net assets available for benefits:

  

Beginning of year

     63,121  
        

End of year

   $ 81,680  
        

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

 

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DISNEY HOURLY 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 Hourly Savings and Investment Plan (the “Plan”) effective as of June 1, 2000. 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 (the “Code”), as amended. 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 common stock of The Walt Disney Company. 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 Employee 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 domestic hourly employees of the Company and its subsidiaries who are not covered by a collective bargaining agreement, or who are covered by a collective bargaining agreement that provides for their participation in the Plan.

Eligible employees age 18 or older may enroll and begin making contributions 90 days after their hire date. After one year of service, Company matching contributions begin.

The Plan accepts direct cash rollovers from other qualified plans 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.

 

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DISNEY HOURLY SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

(continued)

 

1. Description of the Plan (continued)

 

Contributions (continued)

 

The Company currently contributes as a matching amount 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. Participants may pre-elect investment of the Company’s matching contributions in any of the available Plan investment funds, or any combination of funds.

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, 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 for the Plan. Participants may elect to change the investment of their pre-tax 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. Participants’ account balances under $1,000 are automatically distributed, less 20 percent for federal tax withholding, within 60 days following the participant’s termination date (or on a future date at which the present value of the account balance should fall below $1,000), 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 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 applicable requirements under the Code and the Plan.

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 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 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 currently the Prime rate plus one percent. Loan payments, including interest, are credited to the participants account.

 

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DISNEY HOURLY SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

(continued)

 

1. Description of the Plan (continued)

 

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 those changes in risks in the near term would materially affect participants’ account balances, the amounts reported in the Statements of Net Assets Available for Benefits and the amounts reported in the Statement of Changes in Net Assets Available for Benefits.

Investment Valuation and Income Recognition

The Plan’s investments are all held in the Disney 401(k) Master Trust (the “Master Trust”). 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 the year end unit closing price (defined as the year end market price of common stock plus uninvested cash position). Participant loans are valued at their outstanding balances, 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 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.

Payment of Benefits

Benefits are recorded when paid.

 

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DISNEY HOURLY SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

(continued)

 

3. Investments

The following are investments within the Master Trust that represent 5% or more of the Plan’s net assets at December 31 (in thousands):

 

     2007    2006

The Disney Common Stock Fund

   $ 17,289    $ 16,242

Fidelity Institutional Money Market Fund

     6,704      4,512

Fidelity Cap Appreciation Fund

     6,662      5,480

Fidelity Diversified International Fund

     6,790      4,601

Sequoia Fund

     5,909      4,645

Calamos Growth Fund

     6,425      4,395

During 2007, the Plan’s investments within the Master Trust (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows (in thousands):

 

The Disney Common Stock Fund

   $ (805 )

Citadel Common Stock Fund

     (140 )

Shares of registered investment companies

     (896 )

Shares of money market fund

     —    

Shares of common/collective trust fund

     103  
        
   $ (1,738 )
        

4. Income Taxes

The Company has received a favorable determination letter from the Internal Revenue Service dated February 10, 2006, stating that the Plan qualifies under Section 401(a) 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 intends to file for a new determination letter in the future in accordance with the staggered remedial amendment period provisions of Revenue Procedure 2005-66. 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. 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 $41,987 for the year ended December 31, 2007. The Company also qualifies as a party-in-interest and absorbs certain administrative expenses of the Plan. The Company paid $16,892 of administrative expenses on behalf of the Plan for the year ended December 31, 2007. Such transactions with the Company qualify for a statutory exemption. Participant loans are considered party-in-interest transactions, however they qualify for statutory exemption.

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

 

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DISNEY HOURLY SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

(continued)

 

6. Investment in Disney 401(k) Master Trust

The Plan’s investments are held in the Master Trust, which also includes the assets of the Disney Savings and Investment Plan, which is 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 investment elections of participants within each plan. The Plan’s interest in the net assets of the Master Trust was approximately 3% and 2% at December 31, 2007 and 2006, respectively. Investment income of the Master Trust for the year ended December 31, 2007 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, 2007 the Master Trust’s purchases and sales of The Walt Disney Company common stock were $164,804,460 and $216,785,347, respectively.

Investments held by the Master Trust are as follows (in thousands):

 

     December 31,
   2007    2006

Investments, at fair value:

     

The Disney Common Stock Fund

   $ 766,862    $ 857,479

Citadel Common Stock Fund

     3,580      —  

Shares of registered investment companies

     1,849,704      1,658,404

Shares of money market fund

     242,277      222,598

Shares of common/collective trust fund

     59,750      48,799
             

Total

   $ 2,922,173    $ 2,787,280
             

The investment income of the Master Trust is as follows (in thousands):

 

     For the Year Ended
December 31, 2007
 

Investment income:

  

Interest and dividends

   $ 196,157  

Net depreciation in fair value of investments

     (117,662 )
        

Total

   $ 78,495  
        

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

 

     For the Year Ended
December 31, 2007
 

Net appreciation (depreciation):

  

The Disney Common Stock Fund

   $ (45,189 )

Citadel Common Stock Fund

     (6,719 )

Shares of registered investment companies

     (67,985 )

Shares of money market fund

     —    

Shares of common/collective trust fund

     2,231  
        

Total

   $ (117,662 )
        

 

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DISNEY HOURLY SAVINGS AND INVESTMENT PLAN

NOTES TO FINANCIAL STATEMENTS

(continued)

 

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

 

On June 12, 2007, the ABC Radio business was spun off from The Walt Disney Company and then merged with Citadel Broadcasting Corporation (“Citadel”). Under the terms of the merger agreement, each Disney stockholder received 0.0768 shares of Citadel common stock for each share of Disney common stock held as of June 6, 2007, the record date of the transaction. After the merger, the Citadel Common Stock Fund was added as a new investment fund to the Plan. The shares of Citadel common stock that were received by the Plan are included in the Citadel Common Stock Fund. Plan participants are not permitted to transfer any funds from other investment options or add any future payroll or Company matching contributions to the Citadel Common Stock Fund.

7. New Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS 157 provides a common definition of fair value and establishes a framework to make the measurement of fair value in generally accepted accounting principles more consistent and comparable. SFAS 157 also requires expanded disclosures to provide information about the extent to which fair value is used to measure assets and liabilities, the methods and assumptions used to measure fair value, and the effect of fair value measures on earnings. SFAS 157 is effective for the Plan’s 2008 plan year. The Plan Administrator currently believes the adoption of SFAS 157 will not have a material impact on the financial statements.

 

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DISNEY HOURLY SAVINGS AND INVESTMENT PLAN

EIN: 95-4545390, Plan: 026

SCHEDULE H, LINE 4i

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

AS OF DECEMBER 31, 2007

 

(a)

  

(b)

Identity of Issue, Borrower,

Lessor or Similar Party

  

(c)

Description of Investment, Including Maturity Date,

Rate of Interest, Collateral, Par or Maturity Value

   (e)
Current Value
*    Participant loans    Loans mature between January 2008 and February 2017 with interest rates that range From 5.0% to 9.25%.    $ 2,836,417
            

 

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

 

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DISNEY HOURLY SAVINGS AND INVESTMENT PLAN

EIN: 95-4545390, Plan: 026

SCHEDULE H, LINE 4a

SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS

FOR THE YEAR ENDED DECEMBER 31, 2007

 

Participant Loan Repayments Transferred Late to Plan

  

Total that Constitute Nonexempt Prohibited Transactions

$48    $48

 

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