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Merrill Lynch London Media Conference

JUNE 8, 2006

Disney Speaker: Andy Mooney Chairman,

PRESENTATION

Jessica Reif-Cohen – Analyst, Merrill Lynch

The focus of Disney's presentation today will be Consumer Products. In recent years, Disney has sold nearly all of its physical stores, developed exclusive products for key retailers, is overseeing a new leg of growth with a well laid-out strategy in China, and is focusing on building up its games capability internally. It is a pleasure to introduce Andy Mooney, Chairman, Disney Consumer Products Worldwide.

Andy Mooney – Chairman, Disney Consumer Products

Good afternoon, everyone. Thank you, Jessica, for the introduction and for the opportunity to speak here today. Increasingly, The Company sees itself as being in the branded content business with three strong brands in Disney, ABC and ESPN. Today I want to focus on the Disney brand in general and Disney Consumer Products - I’ll just use DCP for short - in particular. I would like to begin by briefly showing a couple of perspectives on the power of the Disney brands. First is an external perspective from the Landa Company's most recent brand asset valuator ranking Disney in third place behind Coca-Cola and J&J.

Second is an internal perspective of the time measured in hours that consumers spend immersed in the Disney brand, which last year accumulated to a pretty extraordinary 9.3 billion hours. So for example, consumers spent 7 billion hours watching around the world, 800

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million hours at our parks and resorts, 300 million hours watching Disney movies in theaters, and another 350 million watching them at home. Kids fortunately still spend 350 million hours reading our books and magazines, though video gaming is catching up fast at 250 million.

The immersive quality of the Disney brand experience differentiates Disney from other brands. No amount of paid media dollars can really substitute for the time a guest enjoys at a Disney theme park or resort and the emotional connection that that creates between the brand and the consumer.

Brand strength is very important to DCP because brands with high unaided awareness and the strength of Disney or say Coca-Cola or Nike invariably command high market shares in core demographics and in core categories. This is an important point to bear in mind when we review DCP market shares later in the presentation. Despite the fact that DCP retail sales have nearly doubled in six years from $12 billion in 2000 to $21 billion in 2005, we believe we are just scratching the surface in terms of tapping the potential of the Disney brand from a market share perspective.

DCP is comprised of four lines of business: merchandise licensing, publishing, interactive gaming and retail. Before I focus on the individual business segments I want to cover just a few strategies that are umbrella strategies affecting DCP overall.

We organize our strategic thinking at DCP into four areas. I would like to highlight the key strategies for the divisions and talk today within the context of these four areas, beginning with brands and properties.

A key long-term strategy has been to diversify our property portfolio to appeal to a broader range of consumer demographics. We have made a lot of progress against this initiative. The company now has a franchise management process that is led by , with division heads working together to create content in support of the Company's key properties.

DCP also segments consumers into five groups. In the infant segment DCP creates DVD content and then taps into home entertainment scale and infrastructure to distribute Baby Einstein DVDs worldwide. For preschool children Disney Channel has created Little Einsteins and Clubhouse. The new Mickey Mouse show premiered on every Disney Channel in the world in early May and has quickly become the most watched show on the U.S. and other Disney Channel Playhouse blocks with ratings that now rival the wildly popular SpongeBob SquarePants. The launch of Mickey Mouse Clubhouse follows on the heels of last fall's impressive launch of Little Einsteins, which has similar ratings in the markets in which it airs. A third show, My Friends & Pooh, joins them on Playhouse Disney in just a few months.

For boys, Power Rangers is annually updated by Disney Channel to support this evergreen boy's franchise. But the potential now exists with the acquisition of for a sequel - which for me would be personal nirvana - as well as 3. We also have the certainty of a second installment of The Chronicles of Narnia and a second and third installment of to look forward to from our live-action studio. All of this gives us the luxury of multiple property options for boys really for the first time.

For girls we expect the platinum release of Little Mermaid later this year to continue to fuel growth in , and we have the next phase of the development of the Disney series franchise in direct-to-video format next year. We now also have a number of ‘tween girls

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properties to draw from, from the live-action block on Disney Channel. It started with Lizzie McGuire and continued with Raven. We already have retail interests in , and we are scrambling to keep pace with the High School Musical sensation.

And, we continue to have a high-end boutique business targeting young adults in apparel and accessories and contemporary renditions of Vintage Disney art.

The second key strategy was to fuel publishing and Buena Vista Games, DCP's interactive gaming division, to create new properties that can be leveraged across the entire Walt Disney Company. An important point to make here is that DCP is now independently able to create new intellectual property within the publishing, licensing and video gaming divisions. The phenomenal of Disney Princess has been well-documented. This franchise surpassed $3 billion in retail sales in 2005 and is continuing to grow. Disney Publishing created W.I.T.C.H. in comic book format in Milan in 2001. We've sold 20 million copies of W.I.T.C.H. magazines to date. W.I.T.C.H. is now also a successful TV show broadcast on our Jetix platform here in the U.S. and already a $200 million retail franchise.

DCP's most recent creation is Disney . The idea for emanated from DCP's toy division. Disney Publishing built on the idea and retained renowned author , who penned the critically acclaimed Dust and the for the Egg. Gail's novel lingered on the New York Times bestseller list for twenty weeks and introduced a bevy of new characters supporting . It is interesting to note that Tinker Bell already has a pre- existing fan base and that 4% of all products bought at Disney's parks and resorts are Tinker Bell products. At 4% of DCP's retail sales from Tinker Bell products, the series would already be an $800 million retail program before the first piece of new content even airs. So imagine if you can, what the potential for Tinker Bell and Disney Fairies will be over time.

Disney feature animation is further building on the idea and has greenlit a series of four CGI animated video premiers to further develop the franchise. In these videos Tinker Bell will speak for the first time as a character. Here is a very brief look at some early footage.

[Video Clip]

Disney Fairies actually represents an expanded definition of synergy at . Synergy used to be one dimensional at the Company in that we all worked together to ensure box office success for our animated movie suite. We still do that today better than any other company in the entertainment industry. Synergy under Bob Iger has been expanded to embrace companywide support properties created not just by Disney film studios, but also by Disney Channel and, increasingly, Disney Consumer Products. This new definition of synergies is serving to redefine Disney as a branded content company.

In 2000 Mickey and Pooh accounted for 80% of DCP revenues. Both properties were stretched across a broad range of demographics out of pure necessity as this was all that we had to work with.

Today in 2006 Mickey and Pooh are larger in absolute dollars than in 2000 and now account for a healthier 53% of total. They are also more focused toward the preschool segment. And, along with Disney's Little Einstein and Baby Einstein, they will become increasingly more focused on the preschool, toddler and infant segments as we move forward.

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Our girl properties, led by Princess, have grown to 17% of total. Our boys properties, led by Power Rangers, now represent 10%. Film merchandise this year is particularly strong at 16%.

Looking forward we see our mix becoming increasingly balanced with Mickey and Pooh still growing in absolute dollars, but representing less than half of total in relative terms. Our girls business will continue to flourish with a combination of Princess and Fairies surpassing 20% of total. And with the acquisition of Pixar we anticipate film merchandising growing in absolute dollars but holding at roughly 15% on a relative basis. In terms of merchandise and properties, Disney Consumer Products has never had it this good.

On the product side, if we turn to our product strategies just for a moment, the key strategy at DCP for five years has been to expand the range and scope of the business models that we offer to retailers. Our pilot program at Carrefour, Europe's largest retailer, is a good example of one of DCP's new business models - direct to retail licensing. Private-label brands like Tex at Carrefour priced at the base of the price pyramid continue to grow. And by inference the universe for higher-priced national brands like Petit Bateau priced at the top of the pyramid continues to decline.

Historically, in a category like infants apparel DCP would license a wholesale brand like Petit Bateau, who would have priced Disney at the very apex of the price pyramid. With direct-to- retail licensing, Carrefour is the licensee. They select the suppliers and we partner on product design and development. Disney requires Carrefour's factories to meet Disney's international labor standards and Disney retains all product approvals. But in this model Disney products are priced at a modest premium to Tex but a substantial discount to Petit Bateau. And, in this space we generate significant volume gains.

As I am a “product guy” at heart, sometimes this is an intellectual exercise, but sometimes it's actually better to look at new products.

[Show product]

So Petit Bateau at Carrefour - very nice little garments with a nice quality of fabrication. This retails for EUR21. Tex, Carrefour's private-label brand, with the same base fabrication and actually more expensive to manufacture because it has multiple large scale embroideries, retails for EUR9. One can substitute children's apparel for almost any category at Carrefour, and this type of gap customarily exists between private-label and national brands.

Disney under direct to retail licensing, offers the same base fabrications, multiple embroideries, and a little piece of added value (a cape) for EUR10. Historically, we would have been around EUR25, but now we are at EUR10. Market share is growing by leaps and bounds in this category at Carrefour.

We have been quietly converting to new business models for a number of years, and this year roughly 17% of total operating income comes from a combination of direct-to-retail licensing and supply chain licensing.

Supply chain licensing is where Disney issues the license to the private-label supplier of the key account. These suppliers are highly efficient in their respective categories and have existing relationships with our key accounts. With supply chain licensees as managers Disney is able to deliver high-quality product on shelf at very attractive price points, and we are starting to build

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share. By 2010 we anticipate over 30% of the total operating income to come from a combination of these two business models and other new business models.

The final macro strategy I want to talk about concerns our relationship with the 26 global retailers who comprise our key accounts group. The strategy here has been to focus resources on these accounts in order to aggressively grow share, and positive results have come from it. Key accounts will represent roughly half of total DCP revenues in 2006, up from 40% just two years ago. As we look forward, we see this number climbing to over 60%. Retail consolidation does not concern us. Our business model allows retailers access to the Disney brand with an economic model offering them higher margins than even their own private-label brands.

So, let’s look at financials for a moment. Now, nobody shows forward-looking financials in presentations anymore and I certainly don't intend to do so today. I do want to offer a fresh way to look at Disney Consumer Products’ financials that should serve to deepen your understanding of our current business and more readily grasp its future potential. If you look at fiscal 2005 and examine DCP's financials in terms of market share, revenues, operating income and margins, a few big things stand out.

Licensing was the biggest business in 2005 contributing over $900 million in revenues and $636 million in operating income. It is the highest margin business at 70% margin. But we hold single digit market shares in most categories. The highest market share in the sector is the toy category at only 4%. Children's apparel worldwide 2%. In most other categories our market share is less than 1%. I look at this as guaranteed employment and very good news. DCP has ample room to grow in what is a very attractive market segment.

Publishing was the second-largest business in '05 with $477 million in revenues, $105 million in operating income with 22% margins. Now these are exceptionally good margins for a publishing company. We run a blend of licensed and vertical businesses geographically, and we have a significant share of the global children's books and magazine markets at 27%. Given that the publishing industry is at best flat for the foreseeable future and given the high share that we currently have, we are only targeting modest growth for publishing.

BVG generated $131 million in revenues in '05 with 4% margins. Accounting conventions for gaming differ from accounting conventions for film as product development costs for gaming are expensed as incurred on the P&L and do not go on the balance sheet. Thus BVG’s significant investment in product development in 2005, and again in 2006, has held margins down as we've invested in these businesses. We expect these margins to normalize over a number of years as the effects of our current investment work through this business and as we grow to scale. I am going to focus on gaming in more detail later in the presentation.

Disney retail generated over $600 million in revenues in 2005, mostly from our owned operations in Europe and our North American catalog and online operations, both of which made a modest profit. We expect a permanent one-time lift in margins in '07 as royalties from The Children's Place, now a licensee for our U.S. retail, come online. But again long term we do not see owned or licensed retailers as growth drivers for the division.

DCP's blended contribution margins in '05 were 35%. We incurred net fixed costs of $208 million to achieve a reported margin of 26%. Going forward we target licensing margins to remain constant, but overall operating margins to improve slightly as Buena Vista Games and our retail margins improve. Plus we plan to leverage our fixed cost base and therefore expect reported margins to also improve. As we target 90% of operating group income growth to come

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from licensing and Buena Vista Games going forward, I'm going to focus the remainder of the presentation solely on these two business segments.

First, licensing. You have to love any business, particularly if you're Scottish, with contribution margins over 70%. A key strategy in licensing is focus - a focus on key accounts, key categories on which to build share, key properties to leverage and key countries, particularly within emerging markets where we see very strong growth opportunities. I outlined earlier how important key accounts are for DCP. They are just as important to our licensing businesses and we anticipate here again key accounts representing over 60% of total by 2010. This is by design and not by accident.

We began investing in field sales offices to better meet the needs of our key accounts five years ago. In the U.S. we have field sales offices adjacent to Wal-Mart in Bentonville, Target in Minneapolis, and Sears/Kmart and Walgreen's in Chicago. Internationally we have offices adjacent to Carrefour in Paris, Tesco in Cheshunt, Asda in Leeds, and Metro and Aldi in Düsseldorf. In most cases our staff can drive to the buyer's office in less than five minutes. In some cases we can walk to the buyer's office in under 60 seconds. No entertainment company has the resources or even the desire to compete with us in this area. There are even few multi-national packaged goods companies that have the depth and breadth of buyer relationships that Disney Consumer Products has.

DCP's licensing division is organized fundamentally differently from other entertainment companies. We first reorganized licensing back in 2000 from one large generalist organization to three smaller specialist organizations focused on toys, apparel and accessories and hardlines. And we created, as I mentioned, a key account management function. More recently we segmented hardlines into stationary, home, food, health and beauty and most recently added consumer electronics. We see the opportunities to create another new team in the very near future focused on the burgeoning $75 billion global market for pet products.

Licensing in DCP consists of six category teams led by and staffed by industry experts from their respective categories. Each category leader reports directly to me and manages the global business generating over $100 million in operating income. This organizational approach is fundamentally different from say Warner Brothers and has enabled us to distance ourselves from traditional licensing competitors.

Another growth area worth mentioning is emerging markets. We are experiencing significant growth in Latin America, China and Eastern Europe. From a country perspective Mexico, China, Russia and are standouts. We see emerging market growth accelerating as our key accounts move into these markets, and we are actually moving with them.

Buena Vista Games, our interactive gaming division, is DCP's second significant growth engine. The market for interactive games software will more than double over the next five years to $48 billion. The market is becoming increasingly mainstream, and therefore increasingly attractive to the Disney brand.

The first key strategy we established in gaming over two years ago was the move from licensing our intellectual property to self publishing games ourselves. Moving from licensing to self publishing was driven purely by economics. Licensed stores represented by the blue bar at the

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bottom of this slide extract roughly $2 from the $40 retail price point of the . The good news is that the $2 royalty is risk-free. The bad news is it is $2. Publishers extract roughly $30 or 75% of total value.

Publishers do assume risk and higher costs in the process but the risk incurred in publishing games for studio properties like say Cars, or Pirates of the Caribbean, or ABC properties like Desperate Housewives or Disney Channel properties like Lizzie McGuire, and Raven are very low, particularly for handheld consoles where the bulk of our investment has been and will continue to be. By way of concrete example, The Walt Disney Company made roughly the same profit self publishing Chicken Little video games as we did licensing The Incredibles video game. The Incredibles generated twice the box office of Chicken Little.

We will continue licensing where it makes strategic sense and financial sense. In 2002 Japanese game developers, developed under license. Kingdom Hearts went on to sell 5 million units in PS2 alone becoming Disney's first gaming franchise. Kingdom Hearts II launched in Japan in December '05, selling one million units in the first three days. It hit North America in March, and has already sold one million units there. And after its European launch in the fall, Kingdom Hearts II should be well on its way to becoming one of the top- selling video games in 2006 across all platforms. Kingdom Hearts not only introduced new characters to the Disney brand for the first time in gaming, it was the first time Mickey Mouse actually appeared as a Ninja action hero.

The second key strategy in gaming is to invest in the Disney brand. If we break the current $17 billion market down today comprised of games sold at retail, there is three billion dollars in E- rated games for kids. Another eight billion dollars exists in E and T-rated games for core gamers. Two billion dollars exists in what we call soft-end games represented by titles like Halo. One billion dollars in hard-end rated games is represented by a title like Grand Theft Auto and three billion dollars exists in sports games.

The Disney brand currently sits squarely in the kid's “E” segment. We are in the process of expanding the Disney brand into the core gamers segment of E and T with a combo of new Disney branded IP from the live-action studio like Pirates of the Caribbean and new Disney branded IP created by Buena Vista Games like , a title I'll preview for you in a moment. We'll leverage ABC shows like Desperate Housewives opportunistically into the core gamer space and leverage Touchstone branded properties from the live-action studio from key all the way into the soft side of games. BVG will also create Touchstone branded games in this space like Turok, another new title I will give you a brief preview of here in a moment. The harder side of “M” for The Walt Disney Company will always be out of bounds and the sports segment is occupied by ESPN through their relationship with publisher, Electronic Arts. We plan roughly 80% of the investment on the product side will be against the Disney brand. The remaining 20% will be against ABC and Touchstone brand.

We have acquired two game studios in two years and will build upon both. We want BVG to become as successful in kids gaming as Disney publishing is in kids publishing, and we want BVG to create new IP that can be leveraged across the entire company. As I mentioned earlier, we are currently working on a new Disney branded game concept at BVG in collaboration with independent game developer Jupiter in Japan called Spectrobes. This is specifically for the DS handheld platforms. Spectrobes features anime inspired characters and more than 400 customizable creatures set in a sci-fi based story setting. The game takes advantage of innovative features available only in Nintendo DS platform such as voice activation and

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excavation using the DS stylist. I like to describe Spectrobes optimistically perhaps as Tamagotchi meets Pokemon.

Our studio Propaganda Games is currently working on a first Touchstone-branded game called Turok. We previewed Turok at in L.A. last month and the early response from gamers has been very positive. Turok originated in comic books in the 1950s and enjoyed previous success in early game consoles. A team at Propaganda is looking at the franchise through new eyes and will be pushing this action-packed game to new heights through PlayStation 3 and game consoles.

The final thought I would like to leave you with is that Disney Consumer Products is a multi- category, multinational consumer products company. We happen to use licensing as a primary business model. But we view our peer group as world-class consumer products companies and world-class brands. DCP does not look like or act like the licensing divisions of other entertainment companies, and we believe it is a mistake to compare us to these organizations at almost any level. Generally speaking our competitors in the entertainment licensing arena are in the short-term event licensing business. That constitutes roughly 10% of DCP's total revenues. DCP is largely in the long-term branded consumer products business, except that we have a distinct advantage over most of the companies that we compete against.

DCP is not encumbered by infrastructure. We've adapted to retail consolidation and in fact we are benefiting from it. And new business models are more attractive to retailers than the traditional models offered by world-class consumer brands. DCP can offer product exclusivity to retailers right down to the item level, so that they can avoid the price wars that have driven them to private-label brands in the first place. And, they can sustain the profitability. DCP is not bound by category walls. We are flourishing in apparel, toys, publishing and video gaming simultaneously with ample room for growth in both licensing and video gaming and with both businesses being financially attractive. And we have Disney's brand equity to draw upon, that enables all of this to be possible.

So I think with that, I would like to thank Jessica again, and open it up to Q&A.

Jessica Reif-Cohen - Merrill Lynch - Analyst

Andy, just to talk to you about the video game segments, can you speak about the capacity you have to take on the Pixar product and how you kind of think about that ability and the risk about taking it on yourself versus working with partners?

Andy Mooney - Disney Consumer Products - Chairman

In the short run it's not an issue because as we were concluding the deal with Pixar, the license for the next four games went to THQ. So Cars, plus the next three games that Pixar studios creates will be made under license by THQ. We have no problem self publishing games going forward and that in fact is the path that we are likely to go down. As I mentioned early on, the risk profile for investing in self publishing these games for The Walt Disney Company is actually extremely low because we draft off the marketing budgets from the studio and the success of the theatrical release. We spend therefore less marketing dollars than industry norms

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and our hit rate, because we have the Disney brand to draw upon, is higher than industry norms. So we think both the risk and return profile will be above industry norms, and in our modeling we are projecting our margins on a sustained basis to be a few points above industry norms.

Unidentified Audience Member

Will you grow through organic growth or acquisition?

Andy Mooney - Disney Consumer Products - Chairman

I think we will have to do both. I think we'll have to look at studio acquisitions, and we will have to continue to build upon our existing studios. We would not like to own the infrastructure to make 100% of our output. We still continue to have some percentage of it licensed anyway. But I think it is inevitable as the availability of independent studios shrinks that we will be compelled to probably both acquire game studios and further build our own studio.

Unidentified Audience Member

You mentioned a few times in the presentation Bob Iger. I was just wondering if you could talk about how things have changed in the last year or so? It seems like you've always had support within the firm anyway, but your strategy has changed. And can you address what the management change has resulted in for you?

Andy Mooney - Disney Consumer Products - Chairman

Bob really established the franchise management process. I've been at the company six years and it was established five years ago. And a lot of the things that I talked about today like Little Einsteins the television show, or Mickey Mouse Clubhouse the television show or the upcoming Winnie the Pooh television show were a direct result of Bob leading that process to provide content underpinning of what are the company's largest franchises. Because, as I referenced in one of the earlier slides, when I joined the company in 2000 and 80% of the properties were coming from Mickey Mouse and Winnie the Pooh, there was almost no content underpinning for those properties. Now every single property that we have on our priority grid has some significant content underpinning. So that is one of the things that has changed and something with makes me very confident about future growth because we have that underpinning to those properties now.

Going forward the biggest thing that he has really done to lighten the load for me is the Pixar acquisition. Historically we've had one highly merchandisable movie and one less highly merchandisable movie each year. I'd like to think that we will get to the capability of having two highly merchandiseable movies a year. Plus I think we can start to look at some of the properties that have been created within the last six years, like Toy Story and more recently Cars, which have proven to be a phenomenon in product terms before the movie has even hit the theaters. I

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am really looking forward to developing those properties as franchises more broadly across the company now that we are fully in alignment.

Unidentified Audience Member

Can you further discuss your presence in China?

Andy Mooney - Disney Consumer Products - Chairman

The opening of Hong Kong was a big lift particularly for us in the Gaungdong province of China. Up until 2005 The Walt Disney Company did not have a legal entity in China. Therefore we managed our mainland Chinese business out of Hong Kong. So our organization was detached from the consumer and detached from the retailer. In addition because we didn't have a legal entity we were only able to retain licensees who could trade in U.S. dollars. We created a legal entity in 2005 and relocated 30 people to Shanghai. We now are trading and we've expanded our universe of licensees; we now have good quality licensees who trade in either U.S. dollars or IMB. So the park was one factor for the growth surge that we're enjoying in China in '06, but there were also other more fundamental blocking and tackling steps that were really important.

As we are on the ground now and we have going on 18 months experience, what we're finding is very much like the EU as one trading area, servicing Metro is very different from servicing Carrefour is very different from servicing Tesco. China is such a huge country that we have made progress in Shanghai and to a lesser extent in Beijing, but we have tons of room for growth in Shanghai by moving into the other significant large cities and other provinces. So we will be investing more headcount in China, expanding our licensee base, and expanding our retail relationship base. For the division overall we continue to believe that we can deliver high single- digit to low double-digit operating income growth over a sustained period. Within the emerging markets we would expect the growth to be significantly above that.

Very specifically China, Mexico, Brazil, almost all of Eastern Europe but particularly Russia, Poland and Hungary are also coming on very strong for us. There is in some ways low hanging fruit as those markets are opening up since the brand is very strong there. We've had little infrastructure in those countries so simply by deploying people on the ground at fairly low cost and expanding the licensee base and developing retail relationships, a lot of business is just pouring to us.

Thank you.

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Certain statements in this presentation 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 the views and assumptions of the management of The Walt Disney Company regarding future events and business performance as of the time the statements are made and it 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: adverse weather conditions or natural disasters; health concerns; international, political or military developments; technological developments; and changes in domestic and global economic conditions, competitive conditions and consumer preferences. Such developments may affect assumptions regarding the operations of the business of The Walt Disney Company including, among other things, the performance of the company's theatrical and home entertainment releases, expenses of providing medical and pension benefits, and demand for products and performance of some or all company businesses either directly or through their impact on those who distribute our products. Additional factors that may affect results are set forth in the Annual Report on Form 10-K of The Walt Disney Company for the year ended October 1, 2005 under the heading "Item 1A—Risk Factors“ and subsequent filings. Reconciliations of non- GAAP financial measures to equivalent GAAP financial measures are available on Disney’s Investor Relations website.

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