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FOR IMMEDIATE RELEASE

November 7, 2002

   THE WALT DISNEY COMPANY REPORTS EARNINGS FOR THE
              YEAR ENDED SEPTEMBER 30, 2002

      BURBANK, Calif. – The Walt Disney Company today reported
earnings for the year and fourth quarter ended September 30, 2002.
      On an as-reported basis, revenues for the year increased 1% to $25.3
billion and segment operating income decreased 28% to $2.9 billion. Net
income and earnings per share were $1.3 billion and $0.63, respectively, for
the year, compared to earnings and earnings per share of $891 million and
$0.42, respectively, in the prior fiscal year. The prior-year figures have
been adjusted to exclude the cumulative effect of accounting changes and
to reflect the new goodwill and intangible asset accounting rules adopted
in 2002. The 2002 results include a $216 million pre-tax gain ($0.07 per
share) on the sale of investments recorded in the first quarter of the current
fiscal year. The prior-year period included restructuring and impairment
charges totaling $1.5 billion ($0.52 per share).
      On a pro forma basis, revenues for the year decreased from $25.8
billion to $25.4 billion and earnings were $1.1 billion or $0.55 per share,
compared to $2.0 billion or $0.97 per share in the prior year.
On an as-reported basis, revenues for the quarter increased 15% to
$6.7 billion and segment operating income decreased 2% to $613 million.
Net income and earnings per share were $222 million and $0.11,
respectively, for the quarter, compared to earnings and earnings per share
adjusted to reflect the new goodwill and intangible asset accounting rules
of $188 million and $0.09, respectively, in the prior year quarter.
      For the quarter, pro forma revenues increased 13% to $6.7 billion, and
pro forma earnings were $222 million or $0.11 per share, compared to $250
million or $0.12 per share in the prior-year period.
      See Table C for a reconciliation of as-reported earnings per share to
pro forma earnings per share. For the fourth quarter of the current year,
as-reported and pro forma results were the same in all respects.
      “As we come out of a difficult year, the Disney management team
remains focused on reaping the benefits of the investments we’ve made
over the last five years, further improving our cost structure and cash flow,
and infusing all our products and services with the quality and creativity
for which Disney is universally known,” said Michael D. Eisner, chairman
and CEO. “With our tremendous assets, our unrivaled global brands, and
a realistic and experience-driven action plan, we anticipate in fiscal 2003 a
return to solid EPS growth in excess of 20 percent.
      “As a content-driven company, we are especially encouraged by our
recent creative successes on a number of fronts. ABC has seen a positive
shift in ratings momentum, especially on Tuesday nights, led by the
strength of great new shows for this season, including – ‘Eight Simple
Rules,’ ‘Life With Bonnie’ and ‘Less Than Perfect.’ Our studio is performing
very strongly thanks to major hits like ‘Lilo & Stitch,’ ‘Signs,’ ‘Sweet Home,

                                       2
Alabama’ and ‘The Santa Clause 2.’ And our new theme park, Disney’s
California Adventure, has seen a surge in attendance thanks to the opening
of its inventive new fun zone, A Bug’s Land. At our Company, creativity
has always led the way and it is leading the way yet again.”
Basis of Presentation
      To enhance comparability, the Company has presented operating
results on a pro forma basis, which assumes the events discussed below
occurred at the beginning of fiscal 2001, eliminating the one-time impacts
of those events.
      The Company acquired Fox Family Worldwide, Inc. (subsequently
re-named ABC Family Worldwide) on October 24, 2001. The acquisition
resulted in a $5.2 billion increase in borrowings, consisting of outstanding
debt of ABC Family and new short- and long-term debt issuances. Pro
forma interest expense has been adjusted as if these incremental
borrowings had been outstanding as of the beginning of fiscal 2001.
Additionally, on October 1, 2001, the Company adopted new goodwill and
intangible asset accounting rules, and accordingly, no longer amortizes
substantially all of its intangible assets. In March 2001, the Company
closed the GO.com portal business and converted its Internet Group
common stock into Disney common stock.
      In addition, the pro forma earnings exclude restructuring and
impairment charges, gain on the sale of businesses and the cumulative
effect of accounting changes. Current year pro forma earnings have also
been adjusted to exclude the first quarter investment gain.
      The Company believes that pro forma results provide additional
information useful in analyzing the underlying business results. However,

                                      3
pro forma results are not necessarily indicative of the combined results that
would have occurred had these events actually occurred at the beginning
of fiscal 2001, nor are they necessarily indicative of future results.
Operating Results
      Unless otherwise noted, the following discussion reflects pro forma
results.
Parks and Resorts
      Parks and Resorts revenues for the year decreased 8% to $6.5 billion
and segment operating income decreased 26% to $1.2 billion. For the
quarter, revenues decreased 1% to $1.7 billion and segment operating
income decreased 25% to $235 million.
      Parks and Resorts results for the year reflected lower theme park
attendance, spending and occupied room nights at the Walt Disney World
Resort and lower spending at the Disneyland Resort. At the Walt Disney
World Resort, declines in attendance and occupied room nights were
driven by softness in the travel and tourism industry and in the economy
as a whole. Lower spending at both the Walt Disney World Resort and
Disneyland Resort primarily reflected special ticketing and other
promotional programs throughout the year, along with a higher mix of
local guests, who spend less on average per visit. Parks and Resorts results
also reflected higher expenses associated with increased employee benefit
and insurance costs.
      These decreases were partially offset by lower costs at both the Walt
Disney World and Disneyland Resorts, resulting from reduced marketing
expenses and a combination of both volume-related and permanent cost
reduction initiatives.

                                        4
For the year, Parks and Resorts also benefited from higher royalties
from the Tokyo Disney Resort, reflecting the addition of Tokyo DisneySea
theme park and Tokyo DisneySea MiraCosta resort hotel, which opened
during the fourth quarter of the prior year.
      The primary drivers for the quarter were lower attendance at both
the Walt Disney World Resort and Disneyland Resort and higher costs at
Walt Disney World, partially offset by higher guest spending at Walt
Disney World due to ticket and other price increases in the fourth quarter.
Media Networks
      Media Networks revenues for the year decreased 4% to $9.8 billion
and segment operating income decreased 49% to $990 million. For the
quarter, revenues increased 6% to $2.4 billion and segment operating
income decreased 60% to $147 million. See Table A for further detail of
Media Networks results.
      Broadcasting results for the year and the quarter reflected lower
advertising revenues due to lower ratings and advertising rates, as well as
higher programming costs at the ABC television network. Additionally, the
prior year benefited from a gain from the sale of certain film and television
properties at ABC Family. The decreases were partially offset by
improvements at the Internet Group driven by lower costs resulting from
prior-year restructuring initiatives. Increased network programming costs
reflected higher primetime series costs and three additional NFL games
that aired within fiscal 2002. Results for the year also reflected the impact
of the weak advertising market at the Company’s owned television
stations. These decreases were partially offset by insurance proceeds



                                       5
related to the loss of a broadcast tower in the first quarter of the current
year.
        Disney’s share of operating income from cable television activities,
which consists of Disney’s cable television networks and cable equity
investments, decreased 15% and 35% to $1.1 billion and $201 million for the
year and quarter, respectively. See Table B for a detail of operating income
from cable television activities.
        Cable television results for both the year and the quarter were driven
by higher sports programming costs at ESPN and higher advertising costs
at both ESPN and Lifetime Television, partially offset by increased cable
network affiliate revenues resulting from contractual rate adjustments.
        The year was also negatively impacted by the financial difficulties of
Adelphia Communications Company and Kirch Media, lower advertising
revenues at ESPN and at the cable equity investments and a write-down of
an investment in a Latin American cable operator. The decreases for the
year were partially offset by improvements in international broadcast
operations.
Studio Entertainment
        Studio Entertainment revenues for the year increased 11% to $6.7
billion and segment operating income increased 33% to $347 million. For
the quarter, revenues increased 52% to $2.0 billion and segment operating
income was $149 million, compared to an operating loss of $121 million in
the prior-year quarter.
        Studio Entertainment results for the year were primarily driven by
growth in worldwide home entertainment, partially offset by declines in
worldwide theatrical motion picture distribution. Improvements in

                                        6
worldwide home entertainment reflected strong DVD and VHS sales
driven by successful animated titles including Disney/Pixar’s Monsters,
Inc., Snow White and the Seven Dwarfs and Cinderella II: Dreams Come True
along with the success of Hayao Miyazaki’s Spirited Away, which was
distributed in Japan and certain other markets by the Company.
Worldwide theatrical motion picture distribution results declined due to
weaker performances by live-action titles, despite the success of Monsters,
Inc. and Signs.
      Studio Entertainment results for the fourth quarter were driven by
increases in worldwide home entertainment and domestic theatrical
motion picture distribution, partially offset by decreases in international
theatrical motion picture distribution.
      Increases in worldwide home entertainment for the quarter were
driven by the successful release of Monsters, Inc. domestically and
internationally, The Rookie domestically and Spirited Away in Japan, as well
as higher overall DVD sales. Domestic theatrical motion picture
distribution reflected the successful release of Signs and Sweet Home
Alabama and the continued performance of Lilo & Stitch. International
theatrical motion picture distribution reflected weaker performance of live-
action titles in the current quarter compared to the success of Pearl Harbor
in the prior-year quarter.
Consumer Products
      Consumer Products revenues for the year decreased 7% to $2.4
billion and segment operating income decreased 6% to $394 million.
Revenues for the quarter decreased 8% to $569 million while segment
operating income decreased 8% to $82 million.

                                      7
Results for the year were driven by decreases in worldwide
merchandise licensing revenues and lower sales at Disney Interactive, due
to weaker performances of personal computer CD-ROM and video game
titles. These declines were partially offset by increases at the Disney Store,
primarily due to higher comparative store sales and cost savings, and
growth at the Disney Catalog driven by strong online sales and cost
reductions.
      Results for the quarter were driven by costs associated with the
closure of certain Disney Stores and other downsizing initiatives, as the
overall earnings from continuing Disney Stores, licensing, and publishing
were roughly flat with the prior year.
Corporate and Unallocated Shared Expenses
      Corporate and unallocated shared expense increased 3% to $417
million for the year and increased 15% to $140 million for the quarter. The
increase for both the year and the quarter reflected costs for new financial
and human resources information technology systems intended to improve
productivity and reduce costs. The year also reflected higher litigation
costs, partially offset by a gain on the sale of certain properties in the U.K.
Net Interest Expense and Other
      Net interest expense and other is detailed as follows:
                                   Quarter Ended               Year End
                                    September 30             September 30
                                   2002      2001           2002      2001
 Interest expense               $ (170)    $ (198)        $ (734)    $ (764)
 Interest income                     6         13              23        26
 Investment income (loss)           (1)         (2)           246       101
 Net interest expense and
  other                         $ (165)       $ (187)     $ (465)      $ (637)


                                         8
Net interest expense and other decreased 27% to $465 million for the
year and 12% to $165 million for the quarter. The decrease for the year was
due to a $216 million gain in the first quarter on the sale of the remaining
shares of Knight-Ridder, Inc. that the Company received in connection
with the disposition of certain publishing operations in fiscal 1997, partially
offset by lower interest rates for the year. On an as-reported basis, net
interest expense and other increased 9% to $453 million for the year and
27% to $165 million for the quarter, due to incremental borrowings in
connection with the ABC Family acquisition.
       The Company’s investment portfolio includes commercial aircraft
leveraged leasing investments made between 1992 and 1994 totaling $289
million, which are diversified across three air carriers (United Airlines,
Delta Airlines and Federal Express) and eleven aircraft. Risk of loss under
these transactions is primarily related to the ability of the airlines to make
underlying lease payments or, should the airlines be unable to pay such
payments, our ability to generate sufficient cash flows either through the
sale of the aircraft or secondary lease transactions to recover our net
investment. We continue to monitor our investment in commercial aircraft
leasing transactions given the current status of the airline industry and
United Airlines, specifically. The inability of any of the airlines to make
their lease payments could result in material charges related to a write-
down of our investment in these airline transactions and cash payments of
tax liabilities.
Equity in the Income of Investees
       Income from equity investees, consisting primarily of Euro Disney,
A&E Television, Lifetime Television and E! Entertainment Television,

                                       9
decreased 27% to $225 million for the year and 10% to $62 million for the
quarter. The decrease for both the year and the quarter reflected higher
advertising costs at Lifetime Television. The year also reflected declines at
A&E Television driven by the soft advertising market, as well as the write-
down of an investment in a Latin American cable operator.

Stock Option Accounting
      Table D provides supplemental disclosure of the impact of stock
options had the Company elected to adopt the fair value approach of
expensing stock options pursuant to Statement of Financial Accounting
Standards No. 123, Accounting for Stock-Based Compensation.
Accounting Changes
      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 intangible assets are no longer amortized. Pursuant to
SFAS 142, intangible assets that are no longer subject to amortization must
be periodically tested for impairment. During the first quarter, the
Company made its assessments related to each reporting unit’s intangible
asset categorization and performed an impairment review, which indicated
that the Company’s intangible assets were not impaired.
      Effective October 1, 2000, the Company adopted AICPA Statement of
Position No. 00-2, Accounting by Producers or Distributors of Films
(SOP 00-2), and Statement of Financial Accounting Standards No. 133,
Accounting for Derivative Instruments and Hedging Activities (SFAS 133), and
recorded one-time after-tax charges for the adoption of the standards


                                      10
totaling $228 million (or $0.11 per share) and $50 million (or $0.02 per
share), respectively, in fiscal year 2001.




                                       11
FORWARD-LOOKING STATEMENTS
        Some of the statements in this press 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. Actual
results may differ materially from those expressed or implied. Differences
may result from actions taken by the Company, strategic initiatives and
actions, as well as from developments beyond the Company’s control,
including domestic and international economic conditions and political
and military developments that may affect travel and leisure businesses;
changes in consumer spending patterns and interests that may, among
other things, affect the performance of the Company’s theatrical and home
entertainment releases; developments in the advertising market for
broadcast and cable television programming; and changing trends affecting
the appeal of branded consumer products. Changes in domestic
competitive conditions and technological developments may also affect
performance of all significant Company businesses. For more information
on factors that may affect future performance, please refer to the discussion
of “Forward-Looking Statements” in the Company’s most recent annual
report on Form 10-K.

Editor’s Note: The Company makes available its quarterly earnings releases, annual report to shareholders, fact
book and SEC filings on its Investor Relations Web site located at http://www.disney.com/investors




                                                        12
The Walt Disney Company
                      AS-REPORTED CONSOLIDATED STATEMENTS OF INCOME
                             (unaudited; in millions, except per share data)
                                                                     Quarter Ended                     Year Ended
                                                                      September 30                     September 30
                                                                                                  2002              2001
                                                                 2002              2001
                                                                                              $    25,329     $      25,172
Revenues                                                    $      6,662     $       5,786
                                                                                                  (22,850)          (21,573)
Costs and expenses                                                (6,189)           (5,281)
                                                                                                      (21)             (767)
Amortization of intangible assets                                      (7)            (145)
                                                                                                                         22
Gain on sale of business                                                −                −             34
                                                                                                     (453)             (417)
Net interest expense and other                                      (165)             (130)
                                                                                                      225               300
Equity in the income of investees                                     62                66
                                                                                                                     (1,454)
Restructuring and impairment charges                                  −                                 −
                                                                                      (126)
Income before income taxes, minority interests and
                                                                                                    2,264             1,283
  the cumulative effect of accounting changes                         363             170
                                                                                                     (880)           (1,059)
Income taxes                                                         (123)            (96)
                                                                                                     (101)             (104)
Minority interests                                                    (18)            (21)
Income before the cumulative effect of accounting
                                                                                                    1,283              120
  changes                                                             222                53
Cumulative effect of accounting changes:
                                                                                                                       (228)
    Film accounting                                                    −                  −             −
                                                                                                                        (50)
    Derivative accounting                                              −                  −             −
                                                                                              $     1,283     $        (158)
Net income (loss)                                           $         222    $           53
                                                                                              $     1,283     $         (41)
Earnings (loss) attributed to Disney common stock           $         222    $           53

Earnings (loss) per share including the cumulative
   effect of accounting changes attributed to Disney
                                                                                              $               $        (0.02)
   common stock (basic and diluted) (1) (2)                 $        0.11    $        0.03          0.63
Earnings attributed to Disney common stock before the
  cumulative effect of accounting changes adjusted for
                                                                                              $     1,283     $         891
  the impact of SFAS 142 in fiscal 2001                     $         222    $        188
Earnings per share attributed to Disney common stock
  before the cumulative effect of accounting changes
  adjusted for the impact of SFAS 142 in fiscal 2001 (2):
                                                                                              $      0.63     $        0.42
        Diluted                                             $        0.11    $        0.09
                                                                                              $      0.63     $        0.43
        Basic                                               $        0.11    $        0.09
Average number of common and common equivalent
  shares outstanding:
     Disney:
                                                                                                    2,044             2,100
        Diluted                                                      2,043           2,093
                                                                                                    2,040             2,085
        Basic                                                        2,041           2,085
                                                                                                  n/a         $        (117)
Loss attributed to Internet Group common stock                       n/a           n/a
Loss per share attributed to Internet Group
                                                                                                  n/a         $        (2.72)
  common stock (basic and diluted)                                   n/a           n/a
Average number of common and common equivalent
  shares outstanding for Internet Group common
  stock                                                              n/a           n/a            n/a                    43


       (1)   The per share impacts of the film and derivative accounting changes for fiscal year were 2001 ($0.11)
             and ($0.02), respectively.
       (2)   See Table C on page 18 for a reconciliation of as-reported earnings per share to pro forma earnings per
             share.


                                                                13
The Walt Disney Company
                     PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
                           (unaudited; in millions, except per share data)

                                                                  Quarter Ended                    Year Ended
                                                                  September 30                    September 30
                                                                2002           2001           2002            2001
Revenues                                                   $     6,662    $     5,907     $ 25,360        $ 25,790
Costs and expenses                                              (6,189)        (5,376)      (22,877)        (21,982)
Amortization of intangible assets                                   (7)            (5)          (21)            (23)
Gain on sale of business                                                                                         22
                                                                    −                -            34
Net interest expense and other                                   (165)            (187)         (465)          (637)
Equity in the income of investees                                  62               69           225            310
Restructuring and impairment charges                                              (110)                        (576)
                                                                    −                              −
Income before income taxes, minority interests and the
  cumulative effect of accounting changes                         363              298         2,256              2,904
Income taxes                                                     (123)             (97)         (877)            (1,128)
Minority interests                                                (18)             (20)         (101)              (103)
Income before the cumulative effect
  of accounting changes                                           222              181         1,278             1,673
Cumulative effect of accounting changes:
    Film accounting                                                                (52)                           (280)
                                                                    −                              −
    Derivative accounting                                                                                          (50)
                                                                    −                −             −
Net income                                                 $      222     $        129    $    1,278      $      1,343
Earnings per share before the cumulative effect of
  accounting changes (basic and diluted) (2)               $      0.11    $       0.09    $     0.63      $       0.80
Earnings per share including the cumulative
  effect of accounting changes (basic and diluted) (1)     $      0.11    $       0.06    $     0.63      $       0.64
Earnings before the cumulative effect of accounting
  changes, excluding the investment gain in fiscal 2002,
  restructuring and impairment charges and gain on the
  sale of business                                         $       222    $        250    $     1,121     $      2,041

Earnings per share before the cumulative effect
  of accounting changes, excluding the investment gain
  in fiscal 2002, restructuring and impairment charges
  and gain on the sale of business (2):
        Diluted                                            $     0.11     $       0.12    $     0.55      $       0.97
        Basic                                              $     0.11     $       0.12    $     0.55      $       0.98

Average number of common and common
 equivalent shares outstanding:
      Diluted                                                    2,043            2,093         2,044             2,104
      Basic                                                      2,041            2,085         2,040             2,089

      (1)   The per share impacts of the film and derivative accounting changes for the year were ($0.13) and
            ($0.02), respectively.
      (2)   See Table C on page 18 for a reconciliation of as-reported earnings per share to pro forma earnings per
            share.




                                                           14
The Walt Disney Company
                                            SEGMENT RESULTS
                                      For the Year Ended September 30
                                           (unaudited, in millions)

                                                 As Reported                             Pro Forma                      %
                                              2002        2001                    2002                2001            Change
Revenues:
 Media Networks                           $  9,733      $  9,569              $  9,763            $    10,157            (4)%
                                                           7,004                 6,465                  7,004
 Parks and Resorts                           6,465                                                                       (8)%
 Studio Entertainment                        6,691         6,009                 6,691                  6,009            11 %
 Consumer Products                           2,440         2,590                 2,441                  2,620            (7)%
                                          $ 25,329      $ 25,172              $ 25,360            $    25,790            (2)%
Segment operating income: (1)
  Media Networks                          $      986    $       1,758         $      990          $     1,949           (49)%
  Parks and Resorts                            1,169            1,586              1,169                1,586           (26)%
  Studio Entertainment                           347              260                347                  260            33 %
  Consumer Products                              394              401                394                  419            (6)%
                                          $    2,896    $       4,005         $    2,900          $     4,214           (31)%

 The Company evaluates the performance of its operating segments based on segment operating income. A
 reconciliation of segment operating income to income before income taxes, minority interests and the cumulative
 effect of accounting changes is as follows:

                                                                    As Reported                            Pro Forma
                                                                2002         2001                     2002           2001
 Segment operating income                              $         2,896    $    4,005          $         2,900     $    4,214
 Corporate and unallocated shared expenses                        (417)         (406)                    (417)          (406)
 Amortization of intangible assets                                 (21)         (767)                     (21)           (23)
 Gain on sale of business                                           34            22                       34             22
 Net interest expense and other                                   (453)         (417)                    (465)          (637)
 Equity in the income of investees                                 225           300                      225            310
 Restructuring and impairment charges                                         (1,454)                                   (576)
                                                                     −                                      −
 Income before income taxes, minority interests and
   the cumulative effect of accounting changes         $         2,264    $        1,283      $         2,256    $     2,904

  (1) Segment earnings before interest, income taxes, depreciation and amortization (EBITDA) is as follows:
                                                               As Reported                      Pro Forma
                                                           2002          2001             2002            2001
         Media Networks                                 $    1,166     $   1,934      $    1,171       $    2,134
         Parks and Resorts                                   1,817         2,190           1,817            2,190
         Studio Entertainment                                  393            307            393              307
         Consumer Products                                     452            491            452              509
                                                        $    3,828     $   4,922      $    3,833       $    5,140




                                                           15
The Walt Disney Company
                                            SEGMENT RESULTS
                                    For the Quarter Ended September 30
                                          (unaudited, in millions)

                                            As Reported                            Pro Forma                    %
                                          2002          2001                    2002              2001         Change
Revenues:
 Media Networks                       $ 2,435        $    2,175             $ 2,435         $ 2,291              6%
 Parks and Resorts                      1,660             1,684               1,660           1,684             (1)%
 Studio Entertainment                   1,998             1,315               1,998           1,315             52 %
 Consumer Products                        569               612                 569             617             (8)%
                                      $ 6,662        $    5,786             $ 6,662           5,907             13 %
Segment operating income: (1)
  Media Networks                      $    147       $         348          $   147         $      372          (60)%
  Parks and Resorts                        235                 313              235                313          (25)%
  Studio Entertainment                     149                (121)             149               (121)          n/m
  Consumer Products                         82                  87               82                 89           (8)%
                                      $    613       $         627          $   613         $      653           (6)%

The Company evaluates the performance of its operating segments based on segment operating income. A
reconciliation of segment operating income to income before income taxes, minority interests and the cumulative
effect of accounting changes is as follows:

                                                                  As Reported                        Pro Forma
                                                              2002         2001                 2002           2001
Segment operating income                             $          613     $     627       $         613       $      653
Corporate and unallocated shared expenses                      (140)         (122)               (140)            (122)
Amortization of intangible assets                                (7)         (145)                 (7)              (5)
                                                                                                    −
Gain on sale of business                                          −             −                                    −
Net interest expense and other                                 (165)         (130)               (165)            (187)
Equity in the income of investees                                62            66                  62               69
                                                                  −                                 −
Restructuring and impairment charges                                         (126)                                (110)
Income before income taxes, minority interests and
  the cumulative effect of accounting changes        $         363      $        170    $         363      $       298

(1) Segment EBITDA is as follows:
                                                              As Reported                           Pro Forma
                                                          2002          2001                   2002             2001
        Media Networks                               $      190      $     392          $       190        $     419
        Parks and Resorts                                   399            464                  399              464
        Studio Entertainment                                161           (109)                 161             (109)
        Consumer Products                                    96            108                   96              110
                                                     $      846      $     855          $       846        $     884




                                                         16
Table A
                      SUPPLEMENTAL SEGMENT RESULTS
                            (unaudited, in millions)


                                                  Year Ended
                                                 September 30
                Media Networks                                          %
                 (Pro Forma)                 2002           2001      Change
Revenues:
 Broadcasting                            $   5,064     $    5,945     (15)%
 Cable Networks                              4,699          4,212      12 %
                                         $   9,763     $   10,157      (4)%
Segment operating income (loss):
 Broadcasting                            $     (36)    $      783      n/m
 Cable Networks                              1,026          1,166     (12)%
                                         $     990     $    1,949     (49)%


                                                Quarter Ended
                                                September 30
                Media Networks                                          %
                 (Pro Forma)                 2002           2001      Change
Revenues:
 Broadcasting                            $   1,151     $   1,198      (4)%
 Cable Networks                              1,284         1,093      17 %
                                         $   2,435     $   2,291       6%
Segment operating income (loss):
 Broadcasting                            $    (23)     $         87    n/m
 Cable Networks                               170               285   (40)%
                                         $    147      $        372   (60)%




                                    17
Table B

                            CABLE TELEVISION ACTIVITIES
                                (unaudited, in millions)


                                                             Pro Forma
Year Ended September 30                         2002                     2001          % Change
Operating income:
 Cable Networks                          $        1,026           $        1,166          (12)%
 Equity investments:
   A&E, Lifetime and
      E! Entertainment Television                   598                      698          (14)%
   Other                                            140                      191          (27)%
                                                  1,764                    2,055          (14)%

Partner share of operating income                    (618)                  (712)          13 %

Disney share of operating income         $        1,146           $        1,343           (15)%



                                                             Pro Forma
Quarter Ended September 30                      2002                      2001         % Change
Operating income:
 Cable Networks                          $           170          $             285        (40)%
 Equity investments:
   A&E, Lifetime and
     E! Entertainment Television                     136                        135         1%
   Other                                              24                         15        60 %
                                                     330                        435       (24)%

Partner share of operating income                    (129)                  (124)           (4)%

Disney share of operating income         $           201          $             311       (35)%



Note: Amounts presented in this table represent 100% of the operating income for all of the
Company’s cable businesses. The Disney share of operating income represents the Company’s
ownership interest in cable television operating income. Cable networks are reported in “Segment
operating income” in the consolidated statements of income. Equity investments are accounted for
under the equity method and the Company’s proportionate share of the net income of its cable
equity investments is reported in “Equity in the income of investees” in the consolidated statements
of income.




                                                18
Table C

    The following table provides a reconciliation of as-reported earnings per share attributed to Disney common
stock to pro forma earnings per share before the cumulative effect of accounting changes, excluding the
investment gain in fiscal 2002 and restructuring and impairment charges and gain on the sale of business
(unaudited).

                                                                     Quarter Ended              Year Ended
                                                                      September 30             September 30
                                                                    2002       2001          2002       2001
    As-reported earnings (loss) per share attributed
        to Disney common stock                                  $    0.11   $   0.03     $    0.63    $ (0.02)
    Adjustment to exclude the cumulative effect of accounting
                                                                     −           −            −
       changes                                                                                            0.13
    Adjustment to reflect the impact of the new SFAS 142
                                                                     −                        −
       accounting rules                                                         0.06                      0.31
    As-reported earnings per share attributed to Disney
        common stock before the cumulative effect of
        accounting changes adjusted for the impact of SFAS
        142 in fiscal 2001                                           0.11       0.09          0.63        0.42
    Adjustment to attribute 100% of Internet Group operating
       results to Disney common stock (72% included in as-
                                                                     −           −            −
       reported amounts)                                                                                  (0.06)
    Adjustment to exclude GO.com restructuring and
                                                                     −           −            −
       impairment charges                                                                                 0.41
    Adjustment to exclude pre-closure GO.com portal
                                                                     −           −            −
       operating results                                                                                  0.04

                                                                     −                        −
    Adjustment to include ABC Family operations                                 (0.01)                    (0.01)
    Pro forma earnings per share before the cumulative effect
        of accounting changes                                        0.11       0.09          0.63        0.80
    Adjustment to exclude restructuring and impairment
                                                                     −                        −
       charges                                                                  0.03                      0.17

                                                                     −           −                         −
    Adjustment to exclude gain on the sale of business                                       (0.01)

                                                                     −           −                         −
    Adjustment to exclude fiscal 2002 investment gain                                        (0.07)
    Pro forma earnings per share before the cumulative effect
        of accounting changes, excluding the investment gain
        in fiscal 2002, restructuring and impairment charges
        and gain on the sale of business                      $      0.11   $   0.12     $    0.55    $   0.97

    The impact on fiscal 2001 of the gain on sale of business and the 2002 pro forma impact of ABC Family each
    had less than a $0.01 impact.

    Note: Earnings per share amounts on this schedule may not add due to rounding.




                                                         19
Table D
          The following table reflects pro forma net income and earnings (loss) per share had the Company elected
to adopt the fair value approach of Statement of Financial Accounting Standards No. 123, Accounting for Stock-
Based Compensation (in millions, except for per share data):


                                                                  Quarter Ended                     Year Ended
                                                                   September 30                    September 30
                                                                2002          2001              2002          2001
    Net income (loss) attributed to Disney
     Common stock:
      As reported                                      $        222     $       53     $    1,283        $      (41)
       Pro forma after option expense                           140             (23)            977           (325)
    Diluted earnings (loss) per share
     attributed to Disney common stock:
       As reported                                              0.11           0.03             0.63          (0.02)
       Pro forma after option expense                           0.07          (0.01)            0.48          (0.15)

          These pro forma amounts may not be representative of future disclosures since the estimated fair value
of stock options is amortized to expense over the vesting period, and additional options may be granted in future
years. The pro forma amounts assume that the Company had been following the fair value approach since the
beginning of fiscal 1996.
          Fully diluted shares outstanding and diluted earnings per share include the effect of in-the-money stock
options calculated based on the average share price for the period. The dilution from employee options increases
as the Company’s share price increases, as shown below:

                                                                            Percentage of
                                   Total             Incremental              Average             Hypothetical
              Disney           In-the-Money            Diluted                 Shares               Q4 2002
            Share Price           Options             Shares (1)            Outstanding          EPS Impact (3)

     $        20.40                 24 mil                  -- (2)                          $          0.00
              25.00                104 mil                  8 mil               .39%                   0.00
              30.00                135 mil                 19 mil               .93%                   0.01
              40.00                207 mil                 43 mil              2.10%                   0.02
              50.00                216 mil                 61 mil              2.98%                   0.04

    (1)     Represents the incremental impact on fully diluted shares outstanding assuming the average share
            prices indicated, using the treasury stock method. Under the treasury stock method, the tax effected
            proceeds that would be received from the exercise of all in-the-money options are assumed to be used
            to repurchase shares
    (2)     Fully diluted shares outstanding for the year ended September 30, 2002 total 2,044 million and include
            the dilutive impact of in-the-money options at the average share price for the period of $20.40. At the
            average share price of $20.40, the dilutive impact of in-the-money options was 4 million shares for the
            year
    (3)     Based upon fiscal 2002 earnings of $1,283 or $0.63 per share




                                                           20

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walt disney Quarter2002 4th

  • 1. FOR IMMEDIATE RELEASE November 7, 2002 THE WALT DISNEY COMPANY REPORTS EARNINGS FOR THE YEAR ENDED SEPTEMBER 30, 2002 BURBANK, Calif. – The Walt Disney Company today reported earnings for the year and fourth quarter ended September 30, 2002. On an as-reported basis, revenues for the year increased 1% to $25.3 billion and segment operating income decreased 28% to $2.9 billion. Net income and earnings per share were $1.3 billion and $0.63, respectively, for the year, compared to earnings and earnings per share of $891 million and $0.42, respectively, in the prior fiscal year. The prior-year figures have been adjusted to exclude the cumulative effect of accounting changes and to reflect the new goodwill and intangible asset accounting rules adopted in 2002. The 2002 results include a $216 million pre-tax gain ($0.07 per share) on the sale of investments recorded in the first quarter of the current fiscal year. The prior-year period included restructuring and impairment charges totaling $1.5 billion ($0.52 per share). On a pro forma basis, revenues for the year decreased from $25.8 billion to $25.4 billion and earnings were $1.1 billion or $0.55 per share, compared to $2.0 billion or $0.97 per share in the prior year.
  • 2. On an as-reported basis, revenues for the quarter increased 15% to $6.7 billion and segment operating income decreased 2% to $613 million. Net income and earnings per share were $222 million and $0.11, respectively, for the quarter, compared to earnings and earnings per share adjusted to reflect the new goodwill and intangible asset accounting rules of $188 million and $0.09, respectively, in the prior year quarter. For the quarter, pro forma revenues increased 13% to $6.7 billion, and pro forma earnings were $222 million or $0.11 per share, compared to $250 million or $0.12 per share in the prior-year period. See Table C for a reconciliation of as-reported earnings per share to pro forma earnings per share. For the fourth quarter of the current year, as-reported and pro forma results were the same in all respects. “As we come out of a difficult year, the Disney management team remains focused on reaping the benefits of the investments we’ve made over the last five years, further improving our cost structure and cash flow, and infusing all our products and services with the quality and creativity for which Disney is universally known,” said Michael D. Eisner, chairman and CEO. “With our tremendous assets, our unrivaled global brands, and a realistic and experience-driven action plan, we anticipate in fiscal 2003 a return to solid EPS growth in excess of 20 percent. “As a content-driven company, we are especially encouraged by our recent creative successes on a number of fronts. ABC has seen a positive shift in ratings momentum, especially on Tuesday nights, led by the strength of great new shows for this season, including – ‘Eight Simple Rules,’ ‘Life With Bonnie’ and ‘Less Than Perfect.’ Our studio is performing very strongly thanks to major hits like ‘Lilo & Stitch,’ ‘Signs,’ ‘Sweet Home, 2
  • 3. Alabama’ and ‘The Santa Clause 2.’ And our new theme park, Disney’s California Adventure, has seen a surge in attendance thanks to the opening of its inventive new fun zone, A Bug’s Land. At our Company, creativity has always led the way and it is leading the way yet again.” Basis of Presentation To enhance comparability, the Company has presented operating results on a pro forma basis, which assumes the events discussed below occurred at the beginning of fiscal 2001, eliminating the one-time impacts of those events. The Company acquired Fox Family Worldwide, Inc. (subsequently re-named ABC Family Worldwide) on October 24, 2001. The acquisition resulted in a $5.2 billion increase in borrowings, consisting of outstanding debt of ABC Family and new short- and long-term debt issuances. Pro forma interest expense has been adjusted as if these incremental borrowings had been outstanding as of the beginning of fiscal 2001. Additionally, on October 1, 2001, the Company adopted new goodwill and intangible asset accounting rules, and accordingly, no longer amortizes substantially all of its intangible assets. In March 2001, the Company closed the GO.com portal business and converted its Internet Group common stock into Disney common stock. In addition, the pro forma earnings exclude restructuring and impairment charges, gain on the sale of businesses and the cumulative effect of accounting changes. Current year pro forma earnings have also been adjusted to exclude the first quarter investment gain. The Company believes that pro forma results provide additional information useful in analyzing the underlying business results. However, 3
  • 4. pro forma results are not necessarily indicative of the combined results that would have occurred had these events actually occurred at the beginning of fiscal 2001, nor are they necessarily indicative of future results. Operating Results Unless otherwise noted, the following discussion reflects pro forma results. Parks and Resorts Parks and Resorts revenues for the year decreased 8% to $6.5 billion and segment operating income decreased 26% to $1.2 billion. For the quarter, revenues decreased 1% to $1.7 billion and segment operating income decreased 25% to $235 million. Parks and Resorts results for the year reflected lower theme park attendance, spending and occupied room nights at the Walt Disney World Resort and lower spending at the Disneyland Resort. At the Walt Disney World Resort, declines in attendance and occupied room nights were driven by softness in the travel and tourism industry and in the economy as a whole. Lower spending at both the Walt Disney World Resort and Disneyland Resort primarily reflected special ticketing and other promotional programs throughout the year, along with a higher mix of local guests, who spend less on average per visit. Parks and Resorts results also reflected higher expenses associated with increased employee benefit and insurance costs. These decreases were partially offset by lower costs at both the Walt Disney World and Disneyland Resorts, resulting from reduced marketing expenses and a combination of both volume-related and permanent cost reduction initiatives. 4
  • 5. For the year, Parks and Resorts also benefited from higher royalties from the Tokyo Disney Resort, reflecting the addition of Tokyo DisneySea theme park and Tokyo DisneySea MiraCosta resort hotel, which opened during the fourth quarter of the prior year. The primary drivers for the quarter were lower attendance at both the Walt Disney World Resort and Disneyland Resort and higher costs at Walt Disney World, partially offset by higher guest spending at Walt Disney World due to ticket and other price increases in the fourth quarter. Media Networks Media Networks revenues for the year decreased 4% to $9.8 billion and segment operating income decreased 49% to $990 million. For the quarter, revenues increased 6% to $2.4 billion and segment operating income decreased 60% to $147 million. See Table A for further detail of Media Networks results. Broadcasting results for the year and the quarter reflected lower advertising revenues due to lower ratings and advertising rates, as well as higher programming costs at the ABC television network. Additionally, the prior year benefited from a gain from the sale of certain film and television properties at ABC Family. The decreases were partially offset by improvements at the Internet Group driven by lower costs resulting from prior-year restructuring initiatives. Increased network programming costs reflected higher primetime series costs and three additional NFL games that aired within fiscal 2002. Results for the year also reflected the impact of the weak advertising market at the Company’s owned television stations. These decreases were partially offset by insurance proceeds 5
  • 6. related to the loss of a broadcast tower in the first quarter of the current year. Disney’s share of operating income from cable television activities, which consists of Disney’s cable television networks and cable equity investments, decreased 15% and 35% to $1.1 billion and $201 million for the year and quarter, respectively. See Table B for a detail of operating income from cable television activities. Cable television results for both the year and the quarter were driven by higher sports programming costs at ESPN and higher advertising costs at both ESPN and Lifetime Television, partially offset by increased cable network affiliate revenues resulting from contractual rate adjustments. The year was also negatively impacted by the financial difficulties of Adelphia Communications Company and Kirch Media, lower advertising revenues at ESPN and at the cable equity investments and a write-down of an investment in a Latin American cable operator. The decreases for the year were partially offset by improvements in international broadcast operations. Studio Entertainment Studio Entertainment revenues for the year increased 11% to $6.7 billion and segment operating income increased 33% to $347 million. For the quarter, revenues increased 52% to $2.0 billion and segment operating income was $149 million, compared to an operating loss of $121 million in the prior-year quarter. Studio Entertainment results for the year were primarily driven by growth in worldwide home entertainment, partially offset by declines in worldwide theatrical motion picture distribution. Improvements in 6
  • 7. worldwide home entertainment reflected strong DVD and VHS sales driven by successful animated titles including Disney/Pixar’s Monsters, Inc., Snow White and the Seven Dwarfs and Cinderella II: Dreams Come True along with the success of Hayao Miyazaki’s Spirited Away, which was distributed in Japan and certain other markets by the Company. Worldwide theatrical motion picture distribution results declined due to weaker performances by live-action titles, despite the success of Monsters, Inc. and Signs. Studio Entertainment results for the fourth quarter were driven by increases in worldwide home entertainment and domestic theatrical motion picture distribution, partially offset by decreases in international theatrical motion picture distribution. Increases in worldwide home entertainment for the quarter were driven by the successful release of Monsters, Inc. domestically and internationally, The Rookie domestically and Spirited Away in Japan, as well as higher overall DVD sales. Domestic theatrical motion picture distribution reflected the successful release of Signs and Sweet Home Alabama and the continued performance of Lilo & Stitch. International theatrical motion picture distribution reflected weaker performance of live- action titles in the current quarter compared to the success of Pearl Harbor in the prior-year quarter. Consumer Products Consumer Products revenues for the year decreased 7% to $2.4 billion and segment operating income decreased 6% to $394 million. Revenues for the quarter decreased 8% to $569 million while segment operating income decreased 8% to $82 million. 7
  • 8. Results for the year were driven by decreases in worldwide merchandise licensing revenues and lower sales at Disney Interactive, due to weaker performances of personal computer CD-ROM and video game titles. These declines were partially offset by increases at the Disney Store, primarily due to higher comparative store sales and cost savings, and growth at the Disney Catalog driven by strong online sales and cost reductions. Results for the quarter were driven by costs associated with the closure of certain Disney Stores and other downsizing initiatives, as the overall earnings from continuing Disney Stores, licensing, and publishing were roughly flat with the prior year. Corporate and Unallocated Shared Expenses Corporate and unallocated shared expense increased 3% to $417 million for the year and increased 15% to $140 million for the quarter. The increase for both the year and the quarter reflected costs for new financial and human resources information technology systems intended to improve productivity and reduce costs. The year also reflected higher litigation costs, partially offset by a gain on the sale of certain properties in the U.K. Net Interest Expense and Other Net interest expense and other is detailed as follows: Quarter Ended Year End September 30 September 30 2002 2001 2002 2001 Interest expense $ (170) $ (198) $ (734) $ (764) Interest income 6 13 23 26 Investment income (loss) (1) (2) 246 101 Net interest expense and other $ (165) $ (187) $ (465) $ (637) 8
  • 9. Net interest expense and other decreased 27% to $465 million for the year and 12% to $165 million for the quarter. The decrease for the year was due to a $216 million gain in the first quarter on the sale of the remaining shares of Knight-Ridder, Inc. that the Company received in connection with the disposition of certain publishing operations in fiscal 1997, partially offset by lower interest rates for the year. On an as-reported basis, net interest expense and other increased 9% to $453 million for the year and 27% to $165 million for the quarter, due to incremental borrowings in connection with the ABC Family acquisition. The Company’s investment portfolio includes commercial aircraft leveraged leasing investments made between 1992 and 1994 totaling $289 million, which are diversified across three air carriers (United Airlines, Delta Airlines and Federal Express) and eleven aircraft. Risk of loss under these transactions is primarily related to the ability of the airlines to make underlying lease payments or, should the airlines be unable to pay such payments, our ability to generate sufficient cash flows either through the sale of the aircraft or secondary lease transactions to recover our net investment. We continue to monitor our investment in commercial aircraft leasing transactions given the current status of the airline industry and United Airlines, specifically. The inability of any of the airlines to make their lease payments could result in material charges related to a write- down of our investment in these airline transactions and cash payments of tax liabilities. Equity in the Income of Investees Income from equity investees, consisting primarily of Euro Disney, A&E Television, Lifetime Television and E! Entertainment Television, 9
  • 10. decreased 27% to $225 million for the year and 10% to $62 million for the quarter. The decrease for both the year and the quarter reflected higher advertising costs at Lifetime Television. The year also reflected declines at A&E Television driven by the soft advertising market, as well as the write- down of an investment in a Latin American cable operator. Stock Option Accounting Table D provides supplemental disclosure of the impact of stock options had the Company elected to adopt the fair value approach of expensing stock options pursuant to Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation. Accounting Changes 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 intangible assets are no longer amortized. Pursuant to SFAS 142, intangible assets that are no longer subject to amortization must be periodically tested for impairment. During the first quarter, the Company made its assessments related to each reporting unit’s intangible asset categorization and performed an impairment review, which indicated that the Company’s intangible assets were not impaired. Effective October 1, 2000, the Company adopted AICPA Statement of Position No. 00-2, Accounting by Producers or Distributors of Films (SOP 00-2), and Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133), and recorded one-time after-tax charges for the adoption of the standards 10
  • 11. totaling $228 million (or $0.11 per share) and $50 million (or $0.02 per share), respectively, in fiscal year 2001. 11
  • 12. FORWARD-LOOKING STATEMENTS Some of the statements in this press 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. Actual results may differ materially from those expressed or implied. Differences may result from actions taken by the Company, strategic initiatives and actions, as well as from developments beyond the Company’s control, including domestic and international economic conditions and political and military developments that may affect travel and leisure businesses; changes in consumer spending patterns and interests that may, among other things, affect the performance of the Company’s theatrical and home entertainment releases; developments in the advertising market for broadcast and cable television programming; and changing trends affecting the appeal of branded consumer products. Changes in domestic competitive conditions and technological developments may also affect performance of all significant Company businesses. For more information on factors that may affect future performance, please refer to the discussion of “Forward-Looking Statements” in the Company’s most recent annual report on Form 10-K. Editor’s Note: The Company makes available its quarterly earnings releases, annual report to shareholders, fact book and SEC filings on its Investor Relations Web site located at http://www.disney.com/investors 12
  • 13. The Walt Disney Company AS-REPORTED CONSOLIDATED STATEMENTS OF INCOME (unaudited; in millions, except per share data) Quarter Ended Year Ended September 30 September 30 2002 2001 2002 2001 $ 25,329 $ 25,172 Revenues $ 6,662 $ 5,786 (22,850) (21,573) Costs and expenses (6,189) (5,281) (21) (767) Amortization of intangible assets (7) (145) 22 Gain on sale of business − − 34 (453) (417) Net interest expense and other (165) (130) 225 300 Equity in the income of investees 62 66 (1,454) Restructuring and impairment charges − − (126) Income before income taxes, minority interests and 2,264 1,283 the cumulative effect of accounting changes 363 170 (880) (1,059) Income taxes (123) (96) (101) (104) Minority interests (18) (21) Income before the cumulative effect of accounting 1,283 120 changes 222 53 Cumulative effect of accounting changes: (228) Film accounting − − − (50) Derivative accounting − − − $ 1,283 $ (158) Net income (loss) $ 222 $ 53 $ 1,283 $ (41) Earnings (loss) attributed to Disney common stock $ 222 $ 53 Earnings (loss) per share including the cumulative effect of accounting changes attributed to Disney $ $ (0.02) common stock (basic and diluted) (1) (2) $ 0.11 $ 0.03 0.63 Earnings attributed to Disney common stock before the cumulative effect of accounting changes adjusted for $ 1,283 $ 891 the impact of SFAS 142 in fiscal 2001 $ 222 $ 188 Earnings per share attributed to Disney common stock before the cumulative effect of accounting changes adjusted for the impact of SFAS 142 in fiscal 2001 (2): $ 0.63 $ 0.42 Diluted $ 0.11 $ 0.09 $ 0.63 $ 0.43 Basic $ 0.11 $ 0.09 Average number of common and common equivalent shares outstanding: Disney: 2,044 2,100 Diluted 2,043 2,093 2,040 2,085 Basic 2,041 2,085 n/a $ (117) Loss attributed to Internet Group common stock n/a n/a Loss per share attributed to Internet Group n/a $ (2.72) common stock (basic and diluted) n/a n/a Average number of common and common equivalent shares outstanding for Internet Group common stock n/a n/a n/a 43 (1) The per share impacts of the film and derivative accounting changes for fiscal year were 2001 ($0.11) and ($0.02), respectively. (2) See Table C on page 18 for a reconciliation of as-reported earnings per share to pro forma earnings per share. 13
  • 14. The Walt Disney Company PRO FORMA CONSOLIDATED STATEMENTS OF INCOME (unaudited; in millions, except per share data) Quarter Ended Year Ended September 30 September 30 2002 2001 2002 2001 Revenues $ 6,662 $ 5,907 $ 25,360 $ 25,790 Costs and expenses (6,189) (5,376) (22,877) (21,982) Amortization of intangible assets (7) (5) (21) (23) Gain on sale of business 22 − - 34 Net interest expense and other (165) (187) (465) (637) Equity in the income of investees 62 69 225 310 Restructuring and impairment charges (110) (576) − − Income before income taxes, minority interests and the cumulative effect of accounting changes 363 298 2,256 2,904 Income taxes (123) (97) (877) (1,128) Minority interests (18) (20) (101) (103) Income before the cumulative effect of accounting changes 222 181 1,278 1,673 Cumulative effect of accounting changes: Film accounting (52) (280) − − Derivative accounting (50) − − − Net income $ 222 $ 129 $ 1,278 $ 1,343 Earnings per share before the cumulative effect of accounting changes (basic and diluted) (2) $ 0.11 $ 0.09 $ 0.63 $ 0.80 Earnings per share including the cumulative effect of accounting changes (basic and diluted) (1) $ 0.11 $ 0.06 $ 0.63 $ 0.64 Earnings before the cumulative effect of accounting changes, excluding the investment gain in fiscal 2002, restructuring and impairment charges and gain on the sale of business $ 222 $ 250 $ 1,121 $ 2,041 Earnings per share before the cumulative effect of accounting changes, excluding the investment gain in fiscal 2002, restructuring and impairment charges and gain on the sale of business (2): Diluted $ 0.11 $ 0.12 $ 0.55 $ 0.97 Basic $ 0.11 $ 0.12 $ 0.55 $ 0.98 Average number of common and common equivalent shares outstanding: Diluted 2,043 2,093 2,044 2,104 Basic 2,041 2,085 2,040 2,089 (1) The per share impacts of the film and derivative accounting changes for the year were ($0.13) and ($0.02), respectively. (2) See Table C on page 18 for a reconciliation of as-reported earnings per share to pro forma earnings per share. 14
  • 15. The Walt Disney Company SEGMENT RESULTS For the Year Ended September 30 (unaudited, in millions) As Reported Pro Forma % 2002 2001 2002 2001 Change Revenues: Media Networks $ 9,733 $ 9,569 $ 9,763 $ 10,157 (4)% 7,004 6,465 7,004 Parks and Resorts 6,465 (8)% Studio Entertainment 6,691 6,009 6,691 6,009 11 % Consumer Products 2,440 2,590 2,441 2,620 (7)% $ 25,329 $ 25,172 $ 25,360 $ 25,790 (2)% Segment operating income: (1) Media Networks $ 986 $ 1,758 $ 990 $ 1,949 (49)% Parks and Resorts 1,169 1,586 1,169 1,586 (26)% Studio Entertainment 347 260 347 260 33 % Consumer Products 394 401 394 419 (6)% $ 2,896 $ 4,005 $ 2,900 $ 4,214 (31)% The Company evaluates the performance of its operating segments based on segment operating income. A reconciliation of segment operating income to income before income taxes, minority interests and the cumulative effect of accounting changes is as follows: As Reported Pro Forma 2002 2001 2002 2001 Segment operating income $ 2,896 $ 4,005 $ 2,900 $ 4,214 Corporate and unallocated shared expenses (417) (406) (417) (406) Amortization of intangible assets (21) (767) (21) (23) Gain on sale of business 34 22 34 22 Net interest expense and other (453) (417) (465) (637) Equity in the income of investees 225 300 225 310 Restructuring and impairment charges (1,454) (576) − − Income before income taxes, minority interests and the cumulative effect of accounting changes $ 2,264 $ 1,283 $ 2,256 $ 2,904 (1) Segment earnings before interest, income taxes, depreciation and amortization (EBITDA) is as follows: As Reported Pro Forma 2002 2001 2002 2001 Media Networks $ 1,166 $ 1,934 $ 1,171 $ 2,134 Parks and Resorts 1,817 2,190 1,817 2,190 Studio Entertainment 393 307 393 307 Consumer Products 452 491 452 509 $ 3,828 $ 4,922 $ 3,833 $ 5,140 15
  • 16. The Walt Disney Company SEGMENT RESULTS For the Quarter Ended September 30 (unaudited, in millions) As Reported Pro Forma % 2002 2001 2002 2001 Change Revenues: Media Networks $ 2,435 $ 2,175 $ 2,435 $ 2,291 6% Parks and Resorts 1,660 1,684 1,660 1,684 (1)% Studio Entertainment 1,998 1,315 1,998 1,315 52 % Consumer Products 569 612 569 617 (8)% $ 6,662 $ 5,786 $ 6,662 5,907 13 % Segment operating income: (1) Media Networks $ 147 $ 348 $ 147 $ 372 (60)% Parks and Resorts 235 313 235 313 (25)% Studio Entertainment 149 (121) 149 (121) n/m Consumer Products 82 87 82 89 (8)% $ 613 $ 627 $ 613 $ 653 (6)% The Company evaluates the performance of its operating segments based on segment operating income. A reconciliation of segment operating income to income before income taxes, minority interests and the cumulative effect of accounting changes is as follows: As Reported Pro Forma 2002 2001 2002 2001 Segment operating income $ 613 $ 627 $ 613 $ 653 Corporate and unallocated shared expenses (140) (122) (140) (122) Amortization of intangible assets (7) (145) (7) (5) − Gain on sale of business − − − Net interest expense and other (165) (130) (165) (187) Equity in the income of investees 62 66 62 69 − − Restructuring and impairment charges (126) (110) Income before income taxes, minority interests and the cumulative effect of accounting changes $ 363 $ 170 $ 363 $ 298 (1) Segment EBITDA is as follows: As Reported Pro Forma 2002 2001 2002 2001 Media Networks $ 190 $ 392 $ 190 $ 419 Parks and Resorts 399 464 399 464 Studio Entertainment 161 (109) 161 (109) Consumer Products 96 108 96 110 $ 846 $ 855 $ 846 $ 884 16
  • 17. Table A SUPPLEMENTAL SEGMENT RESULTS (unaudited, in millions) Year Ended September 30 Media Networks % (Pro Forma) 2002 2001 Change Revenues: Broadcasting $ 5,064 $ 5,945 (15)% Cable Networks 4,699 4,212 12 % $ 9,763 $ 10,157 (4)% Segment operating income (loss): Broadcasting $ (36) $ 783 n/m Cable Networks 1,026 1,166 (12)% $ 990 $ 1,949 (49)% Quarter Ended September 30 Media Networks % (Pro Forma) 2002 2001 Change Revenues: Broadcasting $ 1,151 $ 1,198 (4)% Cable Networks 1,284 1,093 17 % $ 2,435 $ 2,291 6% Segment operating income (loss): Broadcasting $ (23) $ 87 n/m Cable Networks 170 285 (40)% $ 147 $ 372 (60)% 17
  • 18. Table B CABLE TELEVISION ACTIVITIES (unaudited, in millions) Pro Forma Year Ended September 30 2002 2001 % Change Operating income: Cable Networks $ 1,026 $ 1,166 (12)% Equity investments: A&E, Lifetime and E! Entertainment Television 598 698 (14)% Other 140 191 (27)% 1,764 2,055 (14)% Partner share of operating income (618) (712) 13 % Disney share of operating income $ 1,146 $ 1,343 (15)% Pro Forma Quarter Ended September 30 2002 2001 % Change Operating income: Cable Networks $ 170 $ 285 (40)% Equity investments: A&E, Lifetime and E! Entertainment Television 136 135 1% Other 24 15 60 % 330 435 (24)% Partner share of operating income (129) (124) (4)% Disney share of operating income $ 201 $ 311 (35)% Note: Amounts presented in this table represent 100% of the operating income for all of the Company’s cable businesses. The Disney share of operating income represents the Company’s ownership interest in cable television operating income. Cable networks are reported in “Segment operating income” in the consolidated statements of income. Equity investments are accounted for under the equity method and the Company’s proportionate share of the net income of its cable equity investments is reported in “Equity in the income of investees” in the consolidated statements of income. 18
  • 19. Table C The following table provides a reconciliation of as-reported earnings per share attributed to Disney common stock to pro forma earnings per share before the cumulative effect of accounting changes, excluding the investment gain in fiscal 2002 and restructuring and impairment charges and gain on the sale of business (unaudited). Quarter Ended Year Ended September 30 September 30 2002 2001 2002 2001 As-reported earnings (loss) per share attributed to Disney common stock $ 0.11 $ 0.03 $ 0.63 $ (0.02) Adjustment to exclude the cumulative effect of accounting − − − changes 0.13 Adjustment to reflect the impact of the new SFAS 142 − − accounting rules 0.06 0.31 As-reported earnings per share attributed to Disney common stock before the cumulative effect of accounting changes adjusted for the impact of SFAS 142 in fiscal 2001 0.11 0.09 0.63 0.42 Adjustment to attribute 100% of Internet Group operating results to Disney common stock (72% included in as- − − − reported amounts) (0.06) Adjustment to exclude GO.com restructuring and − − − impairment charges 0.41 Adjustment to exclude pre-closure GO.com portal − − − operating results 0.04 − − Adjustment to include ABC Family operations (0.01) (0.01) Pro forma earnings per share before the cumulative effect of accounting changes 0.11 0.09 0.63 0.80 Adjustment to exclude restructuring and impairment − − charges 0.03 0.17 − − − Adjustment to exclude gain on the sale of business (0.01) − − − Adjustment to exclude fiscal 2002 investment gain (0.07) Pro forma earnings per share before the cumulative effect of accounting changes, excluding the investment gain in fiscal 2002, restructuring and impairment charges and gain on the sale of business $ 0.11 $ 0.12 $ 0.55 $ 0.97 The impact on fiscal 2001 of the gain on sale of business and the 2002 pro forma impact of ABC Family each had less than a $0.01 impact. Note: Earnings per share amounts on this schedule may not add due to rounding. 19
  • 20. Table D The following table reflects pro forma net income and earnings (loss) per share had the Company elected to adopt the fair value approach of Statement of Financial Accounting Standards No. 123, Accounting for Stock- Based Compensation (in millions, except for per share data): Quarter Ended Year Ended September 30 September 30 2002 2001 2002 2001 Net income (loss) attributed to Disney Common stock: As reported $ 222 $ 53 $ 1,283 $ (41) Pro forma after option expense 140 (23) 977 (325) Diluted earnings (loss) per share attributed to Disney common stock: As reported 0.11 0.03 0.63 (0.02) Pro forma after option expense 0.07 (0.01) 0.48 (0.15) These pro forma amounts may not be representative of future disclosures since the estimated fair value of stock options is amortized to expense over the vesting period, and additional options may be granted in future years. The pro forma amounts assume that the Company had been following the fair value approach since the beginning of fiscal 1996. Fully diluted shares outstanding and diluted earnings per share include the effect of in-the-money stock options calculated based on the average share price for the period. The dilution from employee options increases as the Company’s share price increases, as shown below: Percentage of Total Incremental Average Hypothetical Disney In-the-Money Diluted Shares Q4 2002 Share Price Options Shares (1) Outstanding EPS Impact (3) $ 20.40 24 mil -- (2) $ 0.00 25.00 104 mil 8 mil .39% 0.00 30.00 135 mil 19 mil .93% 0.01 40.00 207 mil 43 mil 2.10% 0.02 50.00 216 mil 61 mil 2.98% 0.04 (1) Represents the incremental impact on fully diluted shares outstanding assuming the average share prices indicated, using the treasury stock method. Under the treasury stock method, the tax effected proceeds that would be received from the exercise of all in-the-money options are assumed to be used to repurchase shares (2) Fully diluted shares outstanding for the year ended September 30, 2002 total 2,044 million and include the dilutive impact of in-the-money options at the average share price for the period of $20.40. At the average share price of $20.40, the dilutive impact of in-the-money options was 4 million shares for the year (3) Based upon fiscal 2002 earnings of $1,283 or $0.63 per share 20