The Walt Disney Company Reports Fourth Quarter and Full Year Earnings for Fiscal 2012

  The Walt Disney Company Reports Fourth Quarter and Full Year Earnings for
  Fiscal 2012

Business Wire

BURBANK, Calif. -- November 08, 2012

The Walt Disney Company (NYSE: DIS) today reported earnings for its fiscal
year and fourth quarter ended September 29, 2012. Diluted earnings per share
(EPS) for the year increased 24% to $3.13 from $2.52 in the prior year. For
the quarter, diluted EPS was $0.68 compared to $0.58 in the prior-year
quarter. Excluding certain items affecting comparability as detailed below,
EPS for the year increased 21% to $3.07 from $2.54 in the prior year and EPS
for the quarter increased 15% to $0.68 from $0.59 in the prior-year quarter.

“Fiscal 2012 was a great year creatively, financially and strategically,
resulting in record revenue, net income, and earnings per share,” said Disney
Chairman and CEO Robert A. Iger. “The addition of Lucasfilm will further fuel
Disney’s creative engine across our company to create additional value for our
shareholders and we’re confident the Company is well positioned to continue
our strong performance and growth.”

The following table summarizes the fourth quarter and full year results for
fiscal 2012 and 2011 (in millions, except per share amounts):

            Year Ended                     Quarter Ended         
             Sept. 29,   Oct. 1,                Sept. 29,   Oct. 1,
                                    Change                            Change
             2012        2011                   2012        2011
Revenues     $ 42,278    $ 40,893    3   %     $ 10,782    $ 10,425    3     %
Segment
operating    $ 9,964     $ 8,825     13   %     $ 2,339     $ 2,113     11    %
income
^(1)
Net income   $ 5,682     $ 4,807     18   %     $ 1,244     $ 1,087     14    %
^(2)
Diluted      $ 3.13      $ 2.52      24   %     $ 0.68      $ 0.58      17    %
EPS ^(2)
Cash
provided     $ 7,966     $ 6,994     14   %     $ 1,535     $ 2,104     (27 ) %
by
operations
Free cash    $ 4,182     $ 3,435     22   %     $ 602       $ 1,106     (46 ) %
flow ^(1)

^(1) Aggregate segment operating income and free cash flow are non-GAAP
financial measures. See the discussion of non-GAAP financial measures below.

^(2) Reflects amounts attributable to shareholders of The Walt Disney Company,
i.e. after deduction of noncontrolling (minority) interests.

EPS for the current year includes a $184 million non-cash gain recorded in
connection with the acquisition of a controlling interest in UTV Software
Communication Limited (UTV) and a $79 million recovery of a receivable from
Lehman Brothers (Lehman) that was written off in 2008 as a result of the
Lehman bankruptcy, partially offset by $100 million of restructuring and
impairment charges and a $24 million net charge related to the refinancing of
Disneyland Paris borrowings (DLP debt charge). These items benefitted EPS by
$0.06. The UTV gain, the Lehman recovery and the DLP debt charge were recorded
in “Other income/(expense), net” in the Consolidated Statement of Income. EPS
for the prior year included $75 million of gains from the sales of Miramax and
BASS and $55 million of restructuring and impairment charges. These items had
a negative impact on EPS of $0.02.

EPS for the current quarter includes the Lehman recovery ($79 million),
restructuring and impairment charges ($49 million) and the DLP debt charge
($24 million). Collectively, these items had no net impact on EPS. EPS for the
prior-year quarter included restructuring and impairment charges of $9 million
which had a negative impact on EPS of $0.01.

SEGMENT RESULTS

The following table summarizes the full year and fourth quarter segment
operating results for fiscal 2012 and 2011 (in millions):

               Year Ended                        Quarter Ended           
                Sept. 29,   Oct. 1,      Change     Sept. 29,   Oct. 1,      Change
                2012         2011                    2012         2011
Revenues:
Media           $ 19,436     $ 18,714     4     %    $ 4,881      $ 4,798      2     %
Networks
Parks and         12,920       11,797     10    %      3,425        3,129      9     %
Resorts
Studio            5,825        6,351      (8  ) %      1,402        1,459      (4  ) %
Entertainment
Consumer          3,252        3,049      7     %      883          816        8     %
Products
Interactive      845        982       (14 ) %     191        223       (14 ) %
                $ 42,278    $ 40,893    3     %    $ 10,782    $ 10,425    3     %
Segment
operating
income
(loss):
Media           $ 6,619      $ 6,146      8     %    $ 1,571      $ 1,462      7     %
Networks
Parks and         1,902        1,553      22    %      497          421        18    %
Resorts
Studio            722          618        17    %      80           117        (32 ) %
Entertainment
Consumer          937          816        15    %      267          207        29    %
Products
Interactive      (216   )    (308   )   30    %     (76    )    (94    )   19    %
                $ 9,964     $ 8,825     13    %    $ 2,339     $ 2,113     11    %

Media Networks

Media Networks revenues for the year increased 4% to $19.4 billion and segment
operating income increased 8% to $6.6 billion. For the quarter, revenues
increased 2% to $4.9 billion and segment operating income increased 7% to $1.6
billion. The following table provides further detail of the Media Networks
results (in millions):

              Year Ended                      Quarter Ended         
               Sept. 29,   Oct. 1,      Change   Sept. 29,  Oct. 1,     Change
               2012         2011                  2012        2011
Revenues:
Cable          $ 13,621     $ 12,877     6    %   $ 3,535     $ 3,467     2    %
Networks
Broadcasting    5,815      5,837     -    %    1,346     1,331    1    %
               $ 19,436    $ 18,714    4    %   $ 4,881    $ 4,798    2    %
                                                                               
Segment
operating
income:
Cable          $ 5,704      $ 5,233      9    %   $ 1,379     $ 1,261     9    %
Networks
Broadcasting    915        913       -    %    192       201      (4 ) %
               $ 6,619     $ 6,146     8    %   $ 1,571    $ 1,462    7    %

Cable Networks

Operating income at Cable Networks increased $471 million to $5.7 billion for
the year due to growth at ESPN and the worldwide Disney Channels and an
increase in equity income. The increase at ESPN was driven by higher affiliate
and advertising revenue, partially offset by higher programming costs. Higher
affiliate revenue was due to contractual rate increases while the increase in
advertising revenue was primarily due to higher rates. The programming cost
increase was driven by contractual rate increases for college sports, NFL,
Major League Baseball, and NBA programming and expanded rights for the
Wimbledon Championships. Growth at the worldwide Disney Channels was driven by
higher affiliate revenue due to contractual rate increases domestically and
subscriber growth internationally. These increases were partially offset by
lower Disney Channel program sales. Increased equity income was driven by
growth at A & E Television Networks (AETN), which reflected higher advertising
and affiliate revenues partially offset by higher programming costs.

For the quarter, operating income at Cable Networks increased by $118 million
to $1.4 billion due to growth at ESPN, higher equity income at AETN, and
improvement at ABC Family, partially offset by lower operating income at the
domestic Disney Channels. The increase at ESPN reflected higher contractual
rates for affiliate fees, decreased marketing costs, and higher equity income
at the ESPN Star Sports joint venture due to lower programming costs. These
increases were partially offset by higher programming costs driven by
contractual rate increases for college football and Major League Baseball and
expanded rights for the Wimbledon Championships. The improvement at ABC Family
was primarily due to lower programming and marketing and sales costs. At the
domestic Disney Channels, the benefit of higher affiliate revenue due to
contractual rate increases was more than offset by a decrease due to a
significant program sale that occurred in the prior-year quarter.

Broadcasting

Operating income at Broadcasting remained relatively flat at $915 million for
the year as higher program sales, lower programming and production costs and
higher affiliate and royalty revenue were largely offset by lower advertising
revenues and higher equity losses at Hulu. Program sales growth was driven by
Castle and Once Upon a Time, partially offset by lower home entertainment
revenues primarily due to Lost. Lower programming and production costs
reflected the absence of The Oprah Winfrey Show at the owned television
stations and lower program write offs at the ABC Television Network. Lower
advertising revenues were driven by lower network ratings, which were
partially offset by higher rates, and a decrease at the owned television
stations driven by lower political advertising. Higher equity losses at Hulu
were driven by increased programming and marketing costs, partially offset by
higher advertising and subscription revenues.

For the quarter, operating income at Broadcasting decreased $9 million to $192
million driven by a decline in ABC Television Network advertising revenues due
to lower ratings and higher equity losses at Hulu, partially offset by higher
program sales driven by Castle and Wipeout.

Parks and Resorts

Parks and Resorts revenue for the year increased 10% to $12.9 billion and
segment operating income increased 22% to $1.9 billion. For the quarter,
revenues increased 9% to $3.4 billion and segment operating income increased
18% to $497 million.

Results for the year reflected increases at our domestic parks and resorts,
Tokyo Disney Resort, Disney Cruise Line and Hong Kong Disneyland Resort,
partially offset by a decrease at Disneyland Paris.

Higher operating income at our domestic parks and resorts was driven by
increased guest spending and attendance, partially offset by higher costs.
Increased guest spending reflected higher average ticket prices, food and
beverage spending and daily hotel room rates. Increased attendance reflected
strong growth at Disneyland Resort which benefitted from the opening of Cars
Land at Disney California Adventure. Higher costs were driven by resort
expansion and new guest offerings, including investments in supporting systems
infrastructure, labor cost inflation and higher employee benefits costs.

The increase at Tokyo Disney Resort reflected the loss of income in the prior
year due to the March 2011 earthquake and tsunami in Japan, which resulted in
a temporary suspension of operations and a reduction in volume after
reopening, and the collection of related business interruption insurance
proceeds in the current year. Operating income growth at Disney Cruise Line
was due to increased passenger cruise days driven by the Disney Fantasy and
the Disney Dream, partially offset by the related operating costs.

Operating income growth at Hong Kong Disneyland Resort was primarily due to
guest spending, which was driven by higher average ticket prices and daily
hotel room rates, and increased attendance, partially offset by higher costs
related to resort expansion. At Disneyland Paris, increased guest spending,
driven by higher daily hotel room rates, and higher attendance were more than
offset by labor cost inflation and lower hotel occupancy.

For the quarter, operating income growth reflected increases at Disney Cruise
Line, Hong Kong Disneyland Resort, our new Aulani resort and hotel in Hawaii,
and Disneyland Paris.

Higher operating income at Disney Cruise Line was driven by increased
passenger cruise days driven by the Disney Fantasy, partially offset by the
related operating costs. The increases at both Hong Kong Disneyland Resort and
Disneyland Paris were driven by higher attendance. Improved results at Aulani
reflected a full quarter of operations in the current year compared to the
prior-year quarter which included pre-opening costs.

Results for the quarter at our domestic parks and resorts were comparable to
the prior-year quarter as increased guest spending at Disneyland Resort and
Walt Disney World Resort and increased attendance at Disneyland Resort were
largely offset by higher operating costs. The guest spending increase
reflected higher average ticket prices, daily hotel room rates and food and
beverage spending. Higher operating costs were driven by resort expansion and
new guest offerings, including investments in supporting systems
infrastructure, labor cost inflation, and higher employee benefits costs.

Studio Entertainment

Studio Entertainment revenues for the year decreased 8% to $5.8 billion and
segment operating income increased 17% to $722 million. For the quarter,
revenues decreased 4% to $1.4 billion and segment operating income decreased
32% to $80 million.

The revenue decline for the year was driven by fewer theatrical releases in
the current year and lower home entertainment sales volume. Higher operating
income for the year was driven by increases in domestic theatrical and
worldwide television distribution, partially offset by higher film cost
write-downs.

Domestic theatrical operating income growth reflected the strong performance
of Marvel’s The Avengers in the current year, partially offset by marketing
costs for Frankenweenie, which was released after the fiscal year-end. The
revenue decline from fewer theatrical releases was largely offset by a
decrease in the related distribution and marketing costs and production cost
amortization.

In worldwide television distribution, lower revenues from the domestic markets
were largely offset by higher international syndication revenues. The increase
in operating income was due to a lower average production cost amortization
rate on current-year titles.

For the quarter, lower segment operating income was driven by a decrease in
worldwide theatrical results and higher film cost write-downs, partially
offset by improved results in worldwide home entertainment.

Lower worldwide theatrical operating income was driven by the performance of
Brave in the current quarter compared to Cars 2 in the prior-year quarter and
the pre-release marketing expense for Frankenweenie in the current quarter.
Improved home entertainment results were driven by the strong performance of
Marvel’s The Avengers in the current quarter.

Consumer Products

Consumer Products revenues for the year increased 7% to $3.3 billion and
segment operating income increased 15% to $937 million. For the quarter,
revenues increased 8% to $883 million and segment operating income increased
29% to $267 million.

Higher segment operating income for both the year and quarter was primarily
due to increases at Merchandise Licensing and our retail business as well as
favorable foreign currency impacts. At Merchandise Licensing, the increase for
the year and quarter was driven by earned royalty growth reflecting the strong
performance of Spider-Man, Avengers,  and Minnie and Mickey merchandise in the
current year and an increase in Japan as a result of the impact of the
earthquake and tsunami which occurred in the second quarter of the prior year.
These increases were partially offset by lower sales of Cars  and Toy Story 
merchandise. Licensing results for the current year also benefitted from lower
revenue share with Studio Entertainment and higher guaranteed shortfall
recognition. The revenue share impact was due to a lower mix of revenues from
properties subject to revenue share in the current year reflecting the strong
prior-year sales of Cars merchandise.

At our retail business, higher operating income for the year and quarter was
driven by new stores in North America and Europe and higher online sales.

Interactive

Interactive revenues for the year decreased 14% to $845 million and segment
operating results improved $92 million to a loss of $216 million. For the
quarter, revenues decreased 14% to $191 million and segment operating results
improved $18 million to a loss of $76 million.

Improved segment operating results for the year reflected an increase at our
social games business and higher allocations to other Company businesses,
primarily related to website design and maintenance, partially offset by a
decrease at our console game business.

Social game results reflected lower acquisition accounting impacts and
improved title performance in the current year. Lower console game results
were driven by a decline in sales volume from fewer significant releases which
was partially offset by lower marketing costs, higher minimum guarantee
recognition and decreased product development costs. The reduction in console
games product development reflected an ongoing shift from console game
releases to mobile and social game releases.

For the quarter, improved operating results were primarily due to lower
acquisition accounting impacts at our social games business and higher
allocations to other Company businesses related to website design and
maintenance, partially offset by a decrease at our console game business
driven by fewer significant titles in release in the current quarter.

OTHER FINANCIAL INFORMATION

Corporate and Unallocated Shared Expenses

Corporate and unallocated shared expenses increased $15 million to $474
million for the year and increased $16 million to $140 million for the
quarter. The increase for the year was driven by higher compensation related
costs and charitable contributions, while the increase for the quarter was
primarily due to higher charitable contributions.

Net Interest Expense

Net interest expense was as follows (in millions):

                                Year Ended            Quarter Ended
                                 Sept. 29,  Oct. 1,    Sept. 29,  Oct. 1,
                                 2012        2011       2012        2011
Interest expense                 $  (472 )   $ (435 )   $  (115 )   $ (111 )
Interest and investment income     103      92        24       34   
Net interest expense             $  (369 )   $ (343 )   $  (91  )   $ (77  )

The increase in net interest expense for the year was primarily due to higher
average debt balances, partially offset by lower effective interest rates.

Income Taxes

The effective income tax rate was as follows:

                           Year Ended            Quarter Ended
                            Sept. 29,  Oct. 1,    Sept. 29,  Oct. 1,
                            2012        2011       2012        2011
Effective Income Tax Rate     33.3 %    34.6 %     34.2 %    34.3 %

The decrease in the effective tax rate for the year was due to the impact in
the prior-year of the gain on the sale of Miramax and an increase in current
year earnings from foreign operations subject to tax at rates lower than the
federal statutory income tax rate. The book value of Miramax included
non-deductible goodwill such that the taxable gain on the sale of Miramax
resulted in tax expense that exceeded the book gain and an increase in the
prior-year effective tax rate. The decreases from the impacts of the Miramax
gain and foreign earnings were partially offset by the impact in the
prior-year related to an impairment charge. The prior-year impairment charge
related to assets that had tax basis in excess of the book value resulting in
a tax benefit that exceeded the pre-tax impairment charge and a decrease in
the prior-year effective tax rate.

Noncontrolling Interests

Net income attributable to noncontrolling interests for the year increased $40
million to $491 million and for the quarter decreased $18 million to $146
million. The increase for the year was due to improved operating results at
ESPN and Hong Kong Disneyland Resort partially offset by lower operating
results at Disneyland Paris including the impact of the DLP debt charge. The
decrease for the quarter was driven by the impact of the DLP debt charge.

Cash Flow

Cash provided by operations and free cash flow were as follows (in millions):

                                           Year Ended              
                                            Sept. 29,   Oct. 1,      Change
                                            2012         2011
Cash provided by operations                 $ 7,966      $ 6,994      $ 972
Investments in parks, resorts and other      (3,784 )    (3,559 )    (225 )
property
Free cash flow ^(1)                         $ 4,182     $ 3,435     $ 747  

^(1) Free cash flow is not a financial measure defined by GAAP. See the
discussion of non-GAAP financial measures that follows.

Cash provided by operations for fiscal 2012 increased 14% or $972 million to
$8.0 billion as compared to fiscal 2011. The increase in cash provided by
operations was due to higher segment operating results and the timing of and
improved receivable collections, partially offset by higher income tax
payments, the payment of interest accrued in prior years on Disneyland Paris
borrowings, and higher film production spending.

Capital Expenditures and Depreciation Expense

Investments in parks, resorts and other property were as follows (in
millions):

                                                        Year Ended
                                                         Sept. 29,  Oct. 1,
                                                         2012        2011
Media Networks
Cable Networks                                           $  170      $ 179
Broadcasting                                               85        128
Total Media Networks                                       255       307
Parks and Resorts
Domestic                                                    2,242      2,294
International                                              641       429
Total Parks and Resorts                                    2,883     2,723
Studio Entertainment                                        79         118
Consumer Products                                           69         115
Interactive                                                 27         21
Corporate                                                  471       275
Total investments in parks, resorts and other property   $  3,784    $ 3,559

Capital expenditures increased from $3.6 billion to $3.8 billion driven by an
increase at Corporate due to investments in facilities and information
technology infrastructure and an increase at Parks and Resorts driven by
resort expansion and new guest offerings at Walt Disney World Resort and
construction costs at Shanghai Disney Resort, partially offset by reduced
expenditures at Disneyland Resort.

Depreciation expense was as follows (in millions):

                            Year Ended
                             Sept. 29,  Oct. 1,
                             2012        2011
Media Networks
Cable Networks               $  141      $ 134
Broadcasting                   100       95
Total Media Networks           241       229
Parks and Resorts
Domestic                        927        842
International                  314       323
Total Parks and Resorts        1,241     1,165
Studio Entertainment            48         53
Consumer Products               55         48
Interactive                     17         16
Corporate                      182       148
Total depreciation expense   $  1,784    $ 1,659

Borrowings

Total borrowings and net borrowings are detailed below (in millions):

                                 Sept. 29,   Oct. 1,     Change
                                  2012         2011
Current portion of borrowings     $ 3,614      $ 3,055      $ 559
Long-term borrowings               10,697     10,922     (225 )
Total borrowings                    14,311       13,977       334
Less: cash and cash equivalents    (3,387 )    (3,185 )    (202 )
Net borrowings ^(1)               $ 10,924    $ 10,792    $ 132  

^(1) Net borrowings is a non-GAAP financial measure. See the discussion of
non-GAAP financial measures that follows.

The total borrowings shown above include $267 million and $2,311 million
attributable to our consolidated international theme parks as of September 29,
2012 and October 1, 2011, respectively. Cash and cash equivalents attributable
to our consolidated international theme parks totaled $548 million and $778
million as of September 29, 2012 and October 1, 2011, respectively.

Non-GAAP Financial Measures

This earnings release presents earnings per share excluding the impact of
certain items, net borrowings, free cash flow, and aggregate segment operating
income, all of which are important financial measures for the Company but are
not financial measures defined by GAAP.

These measures should be reviewed in conjunction with the relevant GAAP
financial measures and are not presented as alternative measures of earnings
per share, borrowings, cash flow or net income as determined in accordance
with GAAP. Earnings per share excluding certain items, net borrowings, free
cash flow, and aggregate segment operating income as we have calculated them
may not be comparable to similarly titled measures reported by other
companies.

Earnings per share excluding certain items – The Company uses earnings per
share excluding certain items to evaluate the performance of the Company’s
operations exclusive of certain items that impact the comparability of results
from period to period. The Company believes that information about earnings
per share exclusive of these impacts is useful to investors, particularly
where the impact of the excluded items is significant in relation to reported
earnings, because the measure allows for comparability between periods of the
operating performance of the Company’s business and allows investors to
evaluate the impact of these items separately from the impact of the
operations of the business.

The following table reconciles reported earnings per share to earnings per
share excluding certain items:

                   Year Ended                    Quarter Ended        
                    Sept. 29,  Oct. 1,    Change   Sept. 29,  Oct. 1,    Change
                    2012        2011                2012        2011
Diluted EPS as      $ 3.13      $ 2.52     24  %   $ 0.68      $ 0.58     17  %
reported
Exclude:
Restructuring and
impairment            0.03        −        nm         0.02        −        nm
charges ^(1)
Other
income/(expense),    (0.09 )    0.02    nm        (0.03 )    −       nm
net ^(2)
Diluted EPS
excluding certain   $ 3.07     $ 2.54    21   %   $ 0.68     $ 0.59    15   %
items ^(3)

^(1) Restructuring and impairment charges for the current year totaled $100
million and consisted of $78 million of severance and facilities costs, of
which $35 million was recorded in the current quarter, and $14 million for an
intellectual property impairment recorded in the current quarter.
Restructuring and impairment charges for the prior year totaled $55 million
and consisted of severance and facilities costs totaling $39 million, a $10
million impairment charge related to the sale of assets and $6 million for
radio FCC license impairment. The assets that were sold had tax basis
significantly in excess of the book value, resulting in a $44 million tax
benefit on the restructuring and impairment charges.

^(2) Other income/(expense), net for the current year consists of the UTV gain
($184 million) and the Lehman recovery ($79 million), partially offset by the
DLP debt charge ($24 million). The Lehman recovery and the DLP debt charge
were recorded in the current quarter. Other income/(expense), net for the
prior year consists of gains on the sales of Miramax and BASS ($75 million).
The tax effect on these gains exceeded the pretax benefit resulting in a $32
million net loss.

^(3) Diluted EPS excluding certain items may not equal the sum of the column
due to rounding.

Net borrowings – The Company believes that information about net borrowings
provides investors with a useful perspective on our financial condition. Net
borrowings reflect the subtraction of cash and cash equivalents from total
borrowings. Since we earn interest income on our cash balances that offsets a
portion of the interest expense we pay on our borrowings, net borrowings can
be used as a measure to gauge net interest expense. In addition, a portion of
our cash and cash equivalents is available to repay outstanding indebtedness
when the indebtedness matures or when other circumstances arise. However, we
may not immediately apply cash and cash equivalents to the reduction of debt,
nor do we expect that we would use all of our available cash and cash
equivalents to repay debt in the ordinary course of business.

Free cash flow – The Company uses free cash flow (cash provided by operations
less investments in parks, resorts and other property), among other measures,
to evaluate the ability of its operations to generate cash that is available
for purposes other than capital expenditures. Management believes that
information about free cash flow provides investors with an important
perspective on the cash available to service debt, make strategic acquisitions
and investments and pay dividends or repurchase shares.

Aggregate segment operating income – The Company evaluates the performance of
its operating segments based on segment operating income, and management uses
aggregate segment operating income as a measure of the performance of
operating businesses separate from non-operating factors. The Company believes
that information about aggregate segment operating income assists investors by
allowing them to evaluate changes in the operating results of the Company’s
portfolio of businesses separate from non-operational factors that affect net
income, thus providing separate insight into both operations and the other
factors that affect reported results.

A reconciliation of segment operating income to net income is as follows (in
millions):

                              Year Ended               Quarter Ended
                               Sept. 29,   Oct. 1,      Sept. 29,  Oct. 1,
                               2012         2011         2012        2011
Segment operating income       $ 9,964      $ 8,825      $ 2,339     $ 2,113
Corporate and unallocated        (474   )     (459   )     (140  )     (124  )
shared expenses
Restructuring and impairment     (100   )     (55    )     (49   )     (9    )
charges
Other income/(expense), net      239          75           55          −
Net interest expense            (369   )    (343   )    (91   )    (77   )
Income before income taxes       9,260        8,043        2,114       1,903
Income taxes                    (3,087 )    (2,785 )    (724  )    (652  )
Net income                     $ 6,173     $ 5,258     $ 1,390    $ 1,251 
                                                                             

CONFERENCE CALL INFORMATION

In conjunction with this release, The Walt Disney Company will host a
conference call today, November 8, 2012, at 5:00 PM EST/2:00 PM PST via a live
Webcast. To access the Webcast go to www.disney.com/investors. The discussion
will be available via replay through November 15, 2012 at 7:00 PM EST/4:00 PM
PST.

                          FORWARD-LOOKING STATEMENTS

Management believes certain statements in this earnings release may constitute
“forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are made on the basis of
management’s views and assumptions regarding future events and business
performance as of the time the statements are made. Management does not
undertake any obligation to update these statements.

Actual results may differ materially from those expressed or implied. Such
differences may result from actions taken by the Company, including
restructuring or strategic initiatives (including capital investments or asset
acquisitions or dispositions), as well as from developments beyond the
Company’s control, including:

  *changes in domestic and global economic conditions, competitive conditions
    and consumer preferences;
  *adverse weather conditions or natural disasters;
  *health concerns;
  *international, political, or military developments; and
  *technological developments.

Such developmentsmay affect travel and leisure businesses generally and may,
among other things, affect:

  *the performance of the Company’s theatrical and home entertainment
    releases;
  *the advertising market for broadcast and cable television programming;
  *expenses of providing medical and pension benefits;
  *demand for our products; and
  *performance of some or all company businesses either directly or through
    their impact on those who distribute our products.

Additional factors are set forth in the Company’s Annual Report on Form 10-K
for the year ended September 29, 2012 under Item 1A, “Risk Factors,” and
subsequent reports.

                                                    
The Walt Disney Company
CONSOLIDATED STATEMENTS OF INCOME
(unaudited; in millions, except per share data)
                                                       
                           Year Ended                  Quarter Ended
                           Sept. 29,    Oct. 1,       Sept. 29,   Oct. 1,
                           2012          2011          2012         2011
                                                                             
Revenues                   $ 42,278      $ 40,893      $ 10,782     $ 10,425
                                                                             
Costs and expenses           (33,415 )     (33,112 )     (8,758 )     (8,558 )
                                                                             
Restructuring and            (100    )     (55     )     (49    )     (9     )
impairment charges
                                                                             
Other income /(expense),     239           75            55           −
net
                                                                             
Net interest expense         (369    )     (343    )     (91    )     (77    )
                                                                             
Equity in the income of     627         585         175        122    
investees
                                                                             
Income before income         9,260         8,043         2,114        1,903
taxes
                                                                             
Income taxes                (3,087  )    (2,785  )    (724   )    (652   )
                                                                             
Net income                   6,173         5,258         1,390        1,251
                                                                             
Less: Net income
attributable to              (491    )     (451    )     (146   )     (164   )
noncontrolling interests
                                                                  
Net income attributable
to The Walt Disney         $ 5,682      $ 4,807      $ 1,244     $ 1,087  
Company (Disney)
                                                                             
Earnings per share
attributable to Disney:
Diluted                    $ 3.13       $ 2.52       $ 0.68      $ 0.58   
                                                                             
Basic                      $ 3.17       $ 2.56       $ 0.69      $ 0.59   
                                                                             
Weighted average number
of common and common
equivalent shares
outstanding:
Diluted                     1,818       1,909       1,817      1,864  
                                                                             
Basic                       1,794       1,878       1,793      1,840  
                                                                             
                                                                             

The Walt Disney Company
CONSOLIDATED BALANCE SHEETS
(unaudited; in millions, except per share data)
                                                                
                                                   September 29,   October 1,
                                                   2012            2011
ASSETS
Current assets
Cash and cash equivalents                          $  3,387        $ 3,185
Receivables                                           6,540          6,182
Inventories                                           1,537          1,595
Television costs                                      676            674
Deferred income taxes                                 765            1,487
Other current assets                                 804          634     
Total current assets                                  13,709         13,757
                                                                             
Film and television costs                             4,541          4,357
Investments                                           2,723          2,435
Parks, resorts and other property, at cost
Attractions, buildings and equipment                  38,582         35,515
Accumulated depreciation                             (20,687  )    (19,572 )
                                                      17,895         15,943
Projects in progress                                  2,453          2,625
Land                                                 1,164        1,127   
                                                      21,512         19,695
                                                                             
Intangible assets, net                                5,015          5,121
Goodwill                                              25,110         24,145
Other assets                                         2,288        2,614   
                                                   $  74,898      $ 72,124  
                                                                             
LIABILITIES AND EQUITY
Current liabilities
Accounts payable and other accrued liabilities     $  6,393        $ 6,362
Current portion of borrowings                         3,614          3,055
Unearned royalties and other advances                2,806        2,671   
Total current liabilities                             12,813         12,088
                                                                             
Borrowings                                            10,697         10,922
Deferred income taxes                                 2,251          2,866
Other long-term liabilities                           7,179          6,795
Commitments and contingencies
Disney Shareholders’ equity
Preferred stock, $.01 par value
Authorized – 100 million shares, Issued – none        —              —
Common stock, $.01 par value
Authorized – 4.6 billion shares, Issued – 2.8
billion shares at September 29, 2012 and 2.7          31,731         30,296
billion shares at October 1, 2011
Retained earnings                                     42,965         38,375
Accumulated other comprehensive loss                 (3,266   )    (2,630  )
                                                      71,430         66,041
Treasury stock, at cost, 1.0 billion shares at
September 29, 2012 and 937.8 million shares at       (31,671  )    (28,656 )
October 1, 2011
Total Disney Shareholders’ equity                     39,759         37,385
Noncontrolling interests                             2,199        2,068   
Total equity                                         41,958       39,453  
                                                   $  74,898      $ 72,124  
                                                                             
                                                                             

The Walt Disney Company
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited; in millions)
                                                  
                                                    Year Ended
                                                    September 29,  October 1,
                                                    2012            2011
OPERATING ACTIVITIES
Net income                                          $  6,173        $ 5,258
Depreciation and amortization                          1,987          1,841
Gains on dispositions                                  (184    )      (75    )
Deferred income taxes                                  472            127
Equity in the income of investees                      (627    )      (585   )
Cash distributions received from equity investees      663            608
Net change in film and television costs                (52     )      332
Equity-based compensation                              408            423
Impairment charges                                     22             16
Other                                                  195            188
Changes in operating assets and liabilities:
Receivables                                            (108    )      (518   )
Inventories                                            18             (199   )
Other assets                                           (151    )      (189   )
Accounts payable and other accrued liabilities         (608    )      (367   )
Income taxes                                          (242    )     134    
Cash provided by operations                           7,966        6,994  
                                                                             
INVESTING ACTIVITIES
Investments in parks, resorts and other property       (3,784  )      (3,559 )
Proceeds from dispositions                             15             564
Acquisitions                                           (1,088  )      (184   )
Other                                                 98           (107   )
Cash used in investing activities                     (4,759  )     (3,286 )
                                                                             
FINANCING ACTIVITIES
Commercial paper borrowings, net                       467            393
Borrowings                                             3,779          2,350
Reduction of borrowings                                (3,822  )      (1,096 )
Dividends                                              (1,076  )      (756   )
Repurchases of common stock                            (3,015  )      (4,993 )
Proceeds from exercise of stock options                1,008          1,128
Other                                                 (326    )     (259   )
Cash used in financing activities                     (2,985  )     (3,233 )
                                                                             
Impact of exchange rates on cash and cash             (20     )     (12    )
equivalents
                                                                             
Increase in cash and cash equivalents                  202            463
Cash and cash equivalents, beginning of year          3,185        2,722  
Cash and cash equivalents, end of year              $  3,387       $ 3,185  

Contact:

The Walt Disney Company
Zenia Mucha
Corporate Communications
818-560-5300
or
Lowell Singer
Investor Relations
818-560-6601
 
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