UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- - - - - - - - - -
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
June 17, 2002
- - - - - - - - - -
THE WALT DISNEY COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OF JURISDICTION OF INCORPORATION)
1-11605 95-4545390
(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
500 South Buena Vista Street, Burbank, California 91521
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(818) 560-1000
(REGISTRANT'S TELEPHONE NUMBER)
ITEM 5. OTHER EVENTS
On June 17, 2002 the Company submitted to the Luxembourg Stock Exchange an
Information Memorandum in connection with the Company's U.S. $4 billion
programme for the issuance of debt securities. As required by the United States
Securities Exchange Commission (SEC) regulations, the Company included in the
Information Memorandum disclosure of the impact of adopting Statement of
Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets
(SFAS 142) for the fiscal years ended September 30, 1999, 2000 and 2001. The
Company adopted SFAS 142 effective October 1, 2001. As required by the SEC
regulations, a copy of this disclosure is filed herewith as Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
99 Impact of SFAS 142
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized
THE WALT DISNEY COMPANY
By: /s/ David K. Thompson
David K. Thompson
Senior Vice President
Assistant General Counsel
Date: June 17, 2002
Impact of SFAS 142 Exhibit 99
Effective October 1, 2001, the Company adopted Statement of Financial
Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS 142).
As a result of adopting SFAS 142, a substantial amount of the Company's goodwill
and intangible assets are no longer amortized, and the Company is required to
perform an annual impairment test for goodwill and intangible assets.
The following table provides a reconciliation of reported net (loss)
earnings for the prior years to adjusted earnings had SFAS 142 been applied as
of the beginning of fiscal 1999:
Year Ended September 30 2001 2000 1999
--------------- --------------- ---------------
Earnings Earnings Earnings
per per per
Amount Share Amount Share Amount Share
------ ------- ------ ------- ------ -------
Reported earnings attributed
to Disney Common Stock
before the cumulative
effect of accounting
changes (Diluted) $ 237 $ 0.11 $1,196 $ 0.57 $1,300 $ 0.62
Cumulative effect of
accounting changes (Diluted) (278) (0.13) -- -- -- --
------ ------- ------ ------- ------ -------
Reported net (loss) earnings
attributed to Disney Common
Stock (Diluted) (41) (0.02) 1,196 0.57 1,300 0.62
Add back amortization
(net of tax):
Goodwill 349 0.17 351 0.16 368 0.18
Indefinite life
intangible assets 50 0.02 61 0.03 193 0.09
------ ------- ------ ------- ------ -------
Adjusted earnings attributed
to Disney Common Stock
after the cumulative effect
of accounting changes
(Diluted) $ 358 $ 0.17 $1,608 $ 0.76 $1,861 $ 0.89
====== ======= ====== ====== ====== =======
Adjusted earnings per share
attributed to Disney Common
Stock after the cumulative
effect of accounting
changes (Basic) $ 0.17 $ 0.78 $ 0.91
======= ======= ========
Average number of common and
common equivalent shares
outstanding attributed to
Disney Common Stock
Diluted 2,100 2,103 2,083
======= ======= =======
Basic 2,085 2,074 2,056
======= ======= =======