UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
(Amendment No. 1)
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 28, 2002
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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
The Company adopted Statement of Financial Accounting Standards No. 142,
Goodwill and Other Intangible Assets (SFAS 142) effective October 1, 2001, the
beginning of its current fiscal year. On June 17, 2002, the Company filed
supplemental information on Form 8-K regarding the pro forma impact of
eliminating goodwill and intangible asset amortization for the prior fiscal
years ended September 30, 1999, 2000 and 2001.
The adjusted earnings and earnings per share figures in this supplemental
information should have excluded all goodwill and intangible asset amortization
but, inadvertently, the respective amounts for fiscal 2001 and 2000 did not
eliminate all of the goodwill and intangible asset charges associated with the
Internet Group. As a result, the supplemental earnings and earnings per share
figures for fiscal 2001 and 2000 are better than originally filed, as follows ($
in millions except per share amounts).
Year Ended September 30 2001 2000
--------------------------------------------
Earnings Earnings
Amount per Share Amount per Share
--------- ----------- --------- ------------
Adjusted earnings attributed
to Disney Common Stock
after the cumulative effect
of accounting changes as
previously reported
on Form 8-K $ 358 $ 0.17 $1,608 $ 0.76
Goodwill and intangible
asset amortization
adjustment 255 0.12 549 0.27
------ ------ ----- ------
Adjusted earnings
attributed to Disney
Common Stock after the
cumulative effect of
accounting changes as
amended $ 613 $ 0.29 $2,157 $ 1.03
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The amended prior-year pro forma disclosure filed herewith as Exhibit 99
includes the corrected amounts that reflect the changes detailed above.
These changes have no impact on the Company's as-reported earnings and
--
earnings per share, nor on any of the pro forma information, nor any other
information presented in the Form 10-K for the three years ended September 30,
2001.
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 28, 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
Amount per Share Amount per Share Amount per 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 604 0.29 880 0.42 368 0.18
Indefinite life
intangible assets 50 0.02 81 0.04 193 0.09
------------------ ------- ------- -------- --------
Adjusted earnings
attributed to Disney
Common Stock after the
cumulative effect of
accounting changes
(Diluted) $ 613 $ 0.29 $ 2,157 $ 1.03 $ 1,861 $ 0.89
========= ================================== ========
Adjusted earnings per
share attributed to
Disney Common Stock
after the cumulative
effect of accounting
changes (Basic) $ 0.29 $ 1.04 $ 0.91
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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
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