“WhAT Will you - The Walt Disney Company

Gen e r a l Ma n a g e r s na m e da t Di s n ey an d Pi x a rAni m at i o n St u d i o sDisney animation executive Andrew Millstein has been namedgeneral manager for Walt Disney Animation Studios, andrenowned industry effects production veteran Jim Morris will takeon a parallel role as general manager for Pixar Animation Studios.Both executives will be responsible for guiding overall operationsof their respective studios, and will continue to oversee all aspectsof production related to animated features, short films and specialanimated projects. They will report directly to Ed Catmull,President Pixar and Walt Disney Animation Studios.Expa n s i v e Sl a t e of Up c o m i n gPlat i n u m Ed i t i o n s An n o u n c e dWalt Disney Studios Home Entertainment recently unveiled fiveadditions to the Platinum Collection of animated features to bereleased on DVD and for the first time on Disney Blu-ray Hi-Def.These include some of Disney’s most beloved classics, Pinocchio,Snow White and the Seven Dwarfs, Fantasia, Fantasia 2000, andBeauty and the Beast. Each will be available for a limited timeonly, in new multi-disc sets featuring rarely seen footage and anarray of new bonus features.is re l e a s e dOn October 28th, Walt Disney Studios Home Entertainmentreleased the direct to video Tinker Bell on DVD and Blu-ray Hi-Def. The film, based on the Disney Fairies franchise, sold over 2million copies in its first 7 days.The Ma g i c of Wa lt Di s n ey ’sSle e p i n g Be a u t y Co m e s t o Li f eo n Bl u -ra y Hi-De fIn October, Walt Disney Studios Home Entertainment (WDSHE)released Sleeping Beauty, in an all new Blu-ray Disc. This releaseof Sleeping Beauty in high-definition marks many “firsts” for thisaward winning title. Sleeping Beauty is the company’s very firstPlatinum Edition title to release on the Blu-ray Disc format bringingthe colors, picture and sound to all new heights. In addition,this special release on Blu-ray offered families a unique opportunityto receive a DVD of the movie to use as they wait to upgradetheir home entertainment systems.Sleeping Beauty is also thefirst title to launch Disney’snew internet-connected BD-Live experience. For the firsttime in history, consumersare able to combine someof today’s most popularinteractive communicationsplatforms – chat, videostreaming, online messaging,communal gamingand more – with their mosttreasured home entertainmentexperiences.For the Q1 FY09 Walt Disney Studios and Walt Disney StudiosHome Entertainment Release Slates, please turn to Page 12.Pag e 3

awards shows, Bowl Week and other national championships allcarried on our family of networks. This is a proud day for ESPNand an exceptional day for this great sport and its passionate fans.”a n d Ve r i z o n FiOS TV Ex p a n dABC’s Vi d e o-On-De m a n d Of f e r i n gDisney-ABC Television Group and Verizon have made ABC’svideo-on-demand (VOD) offering available to Verizon FiOS TVcustomers across the country. Customers can watch episodes ofpopular ABC series like Desperate Housewives, Grey’s Anatomy,Lost, Samantha Who? and Ugly Betty - just one day after theirbroadcast premieres. All the episodes are offered at no charge andin high definition.As with other ABC VOD offerings, Verizon disables the fastforwardoption on the FiOS TV VOD service for all offered ABCcontent. ABC first made its fast-forward-disabled VOD offeringavailable last fall during a trial in California.In 2007, Oklahoma University’sSam Bradford led the nation inpass efficiency.New s fr o mESPN a n d BCS Re a c hFou r -Ye a r Ag r e e m e n tESPN has reached an extensive agreement with the BowlChampionship Series (BCS), granting exclusive TV, radio, digital,international and marketing rights for 15 BCS games from January2011 through January 2014. It includes the Fiesta, Orange andSugar Bowls each season and the BCS National ChampionshipGame in 2011, 2012 and 2013. The announcement was made byGeorge Bodenheimer, President, ESPN, Inc. and ABC Sports, andJohn Swofford, BCS Coordinator and ACC Commissioner.“The BCS will thrive on ESPN,” Bodenheimer said. “Our sloganis ‘College Football Lives Here’ and the BCS will now top collegefootball’s best regular-season and studio coverage, the sport’s topSwofford added, “We are tremendously pleased to reach anagreement with ESPN and feel that the BCS games from 2011-14will be in good hands. With the continued growth of technologyand the depth of coverage that ESPN gives to the college footballfan on all its platforms during the regular-season, this post-seasonpartnership is a natural fit.”The BCS is a five-game arrangement for post-season collegefootball that is managed by the 11 Football Bowl Subdivisionconferences and Notre Dame. Its purpose is to match the two toprankedteams in the final BCS standings in a national championshipgame and to create competitive match-ups in the four other BCSbowl games.ESPN a n d Th e R&A Re a c hEigh t -Ye a r Ag r e e m e n t fo rThe Op e n Ch a m p i o n sh i pESPN and The R&A, the organizer of The Open Championship,have reached an eight-year agreement that will place all fourrounds of The Open Championship live on ESPN beginning in2010, it was announced by George Bodenheimer, President, ESPN,Inc., and ABC Sports and Peter Dawson, Chief Executive of TheR&A. The new pact will also provide: broad and comprehensiverights for digital platforms; expanded television and digital mediarights for ESPN International; and, extensive same-day weekendhighlights coverage on ABC.ESPN will televise 34 live hours of Championship play over thefour days and produce six hours of encore highlights coverageover the weekend for ABC. The coverage on ABC will extendThe R& A’s relationship with ABC past the half-century mark.The deal also includes: exclusive U.S. coverage of all rounds ofthe Senior Open Championship, which is governed jointly byThe R&A and the PGA European Tour, and coverage of the nexttwo Walker Cups when contested in the United Kingdom (2011and 2015). In all, there will be 90-plus television hours and 40-plus hours of live coverage on ESPN360.com and ESPN MobileTV. ESPN will provide unprecedented live coverage of theChampionships, including the first and second rounds of The OpenChampionship, which will begin at 5 a.m. ET.As in all recent major rights acquisitions, the wide-rangingagreement will cover multiple businesses around the worldthrough ESPN’s various platforms– ESPN, ABC, ESPN2, ESPNDeportes, ESPN International, ESPN.com, ESPN360.com, ESPNDeportes.com and ESPN Mobile Properties,interactive television, ESPN inLatin America/Caribbean, TSNand RDS in Canada, ESPN StarSports in Asia, and ESPN360services in Mexico, Chile and Brazil.For more information visitESPNMediaZone.com.Pag e 5

The 2008 – 2009 NBA Se a s o nKic k s Of f on ABC a n d ESPNESPN’s multimedia presentation of the 2008-09 NBA regularseason will include 90 games, highlighted by 18 exclusivebroadcasts on ABC – the home of the NBA Finals – and 72games on ESPN (which began October 29). ESPN and ABC, inconjunction with the NBA, once again offer a flexible schedule,providing viewers with the best possible matchups with the mostcompelling storylines throughout the season.All games can be seen in high definition on ABC HD and ESPNHD. Additionally, all ESPN telecasts are simulcast on ESPN360.com and ESPN Mobile TV. ESPN Radio will broadcast 26 games,while ESPN Deportes will televise 22 games.ABC and ESPN will look to build on a strong 2007-08performance, in which NBA Playoffviewership was up 52 percent on ABCand 41 percent on ESPN. ESPN’sregular-season audience was up 14percent, the best since the NBAreturned to the network for the2002-03 season, and ABC wasup nine percent.t o Be c o m e ESPN Am e r i c aESPN recently announced that North American Sports Network(NASN) will be re-branded ESPN America, starting Super BowlSunday, February 1, 2009. The network will continue to bringthe best of North American sports to fans across Europe and theMiddle East. The channel broadcasts over 800 live and as-livesports events each year from Major League Baseball (MLB),National Hockey League (NHL), National Football League(NFL) and NCAA American Football and Basketball. ESPNAmerica will also show the Super Bowl in a number of countriesacross Europe including Germany, France, the Netherlands andPoland. Additionally, the network provides high-quality signatureESPN original studio programs, such as Pardon the Interruption,Around the Horn, The Sports Reporters, Baseball Tonight, CollegeGameDay, NASCAR Now and more. Since ESPN acquired NASNin 2007, the network has expanded to 14 million households across43 countries, with an additional three million subscribers in theMiddle East.ESPN a n d SEC Re a c h15-Ye a r Ag r e e m e n tESPN and the SoutheasternConference (SEC) have reacheda milestone 15-year agreementbeginning in 2009-10 andcontinuing through 2023-24, itwas recently announced. Thelandmark deal – the longestnational rights agreement inESPN history -- will resultin ESPN entities carryingmore than 5,500 SEC events,including football, men’s andwomen’s basketball, Olympicsports and SEC Championships.ESPN has televised the SECsince 1982. All nationalprogramming will fall under thebranding “SEC on ESPN.”2007 HeismanTrophy winner,Tim Tebow, ofthe FloridaGators.ESPN STAR Sp o r t s Se c u r e sRigh t s t o Ch a m p i o n s Le a g u eTwe n t y 20Kobe Bryant of the Los Angeles Lakers facesoff against the Sacramento Kings.ESPN STAR Sports recently secured the ten-year commercial rightsfor the Champions League Twenty20, making it the highest valuecricket tournament on a per game basis. ESPN Star Sports offersworldwide coverage of sports, with an emphasis on Asia. Coverageincludes major international sporting events with a distinct skew tothe Indian sub-continent.Pag e 6

New s fr o mWha t Wi l l Yo u Ce l e b r at ein 2009?The Disneyland and Walt Disney World resorts recently announcedthat they will lead the growing trend of American families hittingthe road lately to mark life’s special occasions — birthdays, anniversaries,graduations, reunions and other celebrations- in 2009 with ‘What Will You Celebrate?’ — newservices and entertainment that will allow gueststo turn their personal milestones into magicalDisney experiences.At PixieHollow.com,registered guests areinvited to create theirown fairy avatar aspart of the experienceof Disney’s onlineworld of fairies.New planning tools and assistance will make iteasier than ever for Guests to plan celebrationslarge and small, personalizing each experience.Fresh entertainment such as interactive streetparties at Disneyland Park and Magic Kingdomwill invite guests to join the fun. And to kick it alloff, Disney Parks announced a first-ever opportunityfor Guests to receive free admission to oneof the theme parks of the Disneyland Resortor Walt Disney World Resort on theirbirthday in 2009.To learn more about ‘What WillYou Celebrate?,’ please visitDisneyParks.com.La u n c h e sPixie Ho l l o w Vi r t u a l Wo r l dDisney Online recently announced the official opening of DisneyFairies Pixie Hollow (PixieHollow.com), an online virtual worldwhere guests can create their very own Fairy to take flight alongsideTinker Bell and tons of Fairy friends.In conjunction with the launch, Disney Consumer Products(DCP) is introducing a unique assortment of Disney Fairies toysthat connect to Pixie Hollow, including the new award-winningClickables Fairy Collection, which features magical jewelryand toys that seamlessly bring the fun of virtual social networking,gaming, trading and collecting into the real world for continuousplay.Pag e 7

Dis n ey Un v e i l s Pr e l i m i n a ry De s i g nf o r Fa m i ly Re s o r t in Ha w a i iWalt Disney Parks & Resorts recently shared an early glimpse ofplans for its upcoming resort on Oahu.Scheduled to open in 2011, the mixed-use integrated resortincludes 350 traditional hotel rooms and 480 vacation villasdedicated to Disney Vacation Club, Disney’s rapidly growingtimeshare business, at the picturesque Ko Olina Resort & Marinalocated on the western side of Oahu.Disney announced the Hawaii project in October 2007. During thepast year, the Walt Disney Imagineering team has been learningabout Hawaii and working with local architects and cultural expertsas part of the resort’s creative design process.Dis n ey Re l e a s e s “Mo s t Wa n t e d ”Hol i d ay Gi f t Li s tDisney is ringing in the holidays with a dazzling selection ofaward-winning toys and electronics that are topping hot industryholiday lists. Disney’s “Most Wanted” list features imaginativetoys, gadgets, robots and media players inspired by the hottest inkids and tween entertainment: from the hit High School Musical3: Senior Year film released in October to the Hannah MontanaTV series on Disney Channel; from Disney’s virtual worlds PixieHollow (PixieHollow.com) and Club Penguin (ClubPenguin.com)to the Playhouse Disney TV series for preschoolers; and fromDisney’s latest DVD and Blu-ray Disc releases Tinker Bell andSleeping Beauty Platinum Edition to Disney·Pixar favorites Carsand WALL·E.Disney Consumer Products also unveiled its “Disney Holiday GiftIdeas for Under $20 List” featuring toys and electronics, appareland accessories, holiday décor, books and more for familieslooking to stretch their holiday dollar.Disney’s holiday toys and electronics are available at a variety ofretailers nationwide, Disney Store locations throughout the U.S.,and DisneyShopping.com.New Co n s u m e r Pr o d u c t s Ex t e n dClu b Pe n g u i n Of f l i n eClub Penguin, one of the largest and fastest-growing virtual worldsfor children, recently celebrated its third anniversary by hosting anonline/offline party and launching a much-anticipated line of newconsumer products.The new toyline includes collectible plush, mini-figures and playsets that come with a code for kids to redeem virtual items onClubPenguin.com. A limited assortment of home furnishings,books and apparel is also available, and a Nintendo DS gameis planned forrelease thisholiday season.Above is an artist rendering of the Disney Vacation Club’s Ko Olina Resort.Pag e 9

The Club Penguin virtual world is visited by millions ofchildren around the globe and is valued by parents for its provencommitment to safety. The company recently opened internationaloffices in the United Kingdom, Australia, and Brazil to provideadditional support to fans there. As the virtual world’s popularityhas grown, so has demand for products.New s fr o mDis n ey In t e r a c t i v e St u d i o s Re l e a s e sDis n ey Fa i r i e s: Ti n k e r Be l lDisney Interactive Studios recently announced the release ofDisney Fairies: Tinker Bell for Nintendo DS. The game expandson Tinker Bell’s adventures in the all-new movie Tinker Bell fromWalt Disney Studios Home Entertainment available now on DisneyDVD and Blu-ray Hi-Def and connects with the recently launchedDisney Fairies Pixie Hollow (PixieHollow.com) virtual world fromDisney Online.Bolt Vi d e o Ga m e s No w Av a i l ab l eDisney Interactive Studios announced that Disney’s Bolt videogame is available at retail stores throughout the United States.Inspired by the animated comedy adventure of the same namefrom Walt Disney Animation Studios, Bolt game versions areavailable for the Xbox 360® video game and entertainmentsystem from Microsoft, the Wii home video game console,PLAYSTATION®3 computer entertainment system, PlayStation®2computer entertainment system, Nintendo DS and WindowsbasedPC.The Nintendo DS version also includes DGamer, DisneyInteractive Studios’ innovative new technology that provides aconnected game community for Disney video game fans. WithDGamer, players earn content, interact and chat with others onNintendo DS through the Nintendo Wi-Fi Connection or on acomputer through the dgamer.com website.For more information, log on to BoltVideoGame.com.Dis n ey In t e r a c t i v e St u d i o s Re l e a s eNew High Sc h o o l Mu s i c a l 3 a n dDis n ey Si n g It Vi d e o Ga m e sThe holidays came early this year with the announcement of DisneyInteractive Studios’ release of two new music and dance videogames featuring popular music videos from Disney artists anddance moves from all three High School Musical films.High School Musical 3: Senior Year DANCE! for the Wiiand Nintendo DS are now available in stores. Fans experiencedthe latest sensation as the games released just three days beforeDisney’s High School Musical 3: Senior Year leapt onto the bigscreen.High School Musical 3: Senior Year DANCE! for the Xbox360® video game and entertainment system from Microsoft,PlayStation®2 computer entertainment system and Windows-basedPC were released the first week of November.Pag e 10

Disney Sing It, a new video-based karaoke game for the Wii,Xbox 360, PlayStation2 computer entertainment system andPLAYSTATION®3 computer entertainment system was releasedon October 28th. Disney Sing It is the only karaoke video gameto feature a mix of popular songs and music videos from favoriteHollywood Records artists, Disney Channel Original Series andDisney Channel Original Movies.New s fr o mDisney Corporate ResponsibilityTWDC Gr a n t s $1.5 Mi l l i o n t oTre e Peo p l e t o Re f o r e s t Fi r e-Ra v a g e d Ar e a s Su r r o u n d i n g L.A.The Walt Disney Company announced a grant of $1.5 million toTreePeople, a non-profit organization, to help reforest fire-ravagedareas in the mountains surrounding greater Los Angeles. UnderTreePeople’s California Wildfire Restoration Initiative, of whichDisney is the biggest financial supporter, thousands of volunteerswill plant an estimated 60,000 new trees over the next three years.Dis n ey In t e r a c t i v e St u d i o s’PURE So a r s In t o St o r e s !PURE, the award-winning action sports video game availablefor the Xbox 360 video game and entertainment system fromMicrosoft, PLAYSTATION3 computer entertainment system andWindows based-PC, soared into major retailers in October.Disney announced its gift at TreePeople’s21st annual “An Evening under the HarvestMoon” in October. The event honoredDisney’s previous work to plant andcare for trees and to educate kids aboutthe urban environment and stewardshipof natural resources. Earlier this year,Disney, with a $250,000 grant and thesupport of its VoluntEARS, launchedwith TreePeople an initiative to greenLos Angeles school campuses, parks and other spaces wherechildren gather in support of the city’s Million Trees LA initiative.Developed by Black Rock Studio, Disney Interactive Studios’award-winning development studio in Brighton, England, PUREwas selected as the ‘Best Racing Game’ of E3 2008 by the GameCritics Awards, the most prestigious awards for the annual E3Media & Business Summit.For more information, please log on toDisneyInteractiveStudios.com.Dis n ey In t e r a c t i v e St u d i o sExc avat e s Ne w In t e r g a l a c t i cAdv e n t u r e s Wi thSpe c t r o b e s : Be y o n d Th e Po r t a l sDisney Interactive Studios released Spectrobes: Beyond ThePortals on October 8th to U.S. retailers. It is the sequel toSpectrobes, one of the best-selling third-party Nintendo DS gamesof 2007 with more than1 million units shippedworldwide. Spectrobes:Beyond The Portalsincludes DGamer, DisneyInteractive Studios’innovative technology thatprovides a fun, connectedonline game community forDisney video game fans.A TreePeoplevolunteer plantsa tree seedlingat Malibu Creek StatePark. Above L-R,Disney’s Beth Stevens(Environmental Affairs)and Jennifer Anopolsky(CorporateResponsibility)present a check toTreePeople President,Andy Lipkis.Pag e 11

Walt Di s n e y St u d i o s Q1 FY09 Re l e a s e Sl a t eQ1 FY09 Q1 FY08Title Studio Date Title Studio DateBeverly Hills Disney 10/3/08ChihuahuaHappy Go Lucky Miramax 10/10/08Morning Light Disney 10/17/08High School Disney 10/24/08Musical 3Bolt Disney 11/21/08Doubt Miramax 12/12/08Bedtime Stories Disney 12/25/08Gone Baby Gone Miramax 10/19/07Dan in Real Life Touchstone 10/26/07No Country for Old Men Miramax 11/9/07Enchanted Disney 11/21/07The Diving Bell and Miramax 11/30/07the ButterflyNational Treasure 2 Disney 12/21/07There Will Be Blood* Miramax 12/26/07* Miramax did not distribute domestically.In Th e at e r sChr i s t m a sWalt Di s n e y St u d i o s Ho m e En t e r ta i n m e n tQ1 FY09 Re l e a s e Sl a t eQ1 FY09Q1 FY08Title Date Title DateSleeping Beauty 10/7/08Tinker Bell 10/28/08Scrubs - The Complete Seventh Season 11/11/08Wall-E 11/18/08Hannah Montana - 11/25/08The Complete First SeasonThe Chronicles of Narnia: 12/2/08Prince CaspianLost - The Complete Fourth Season 12/9/08The Cheetah Girls - One World 12/16/08* Release dates subject to changePag e 12The Jungle Book 10/2/07(40th Anniversary Platinum Edition)Hannah Montana: Life’s What You Make It 10/9/07The Hoax 10/16/07The Invisible 10/16/07Meet the Robinsons 10/23/07Ratatouille 11/6/07Pixar Shorts 11/6/07Santa Clause 3 - The Escape Clause 11/20/07Pirates of the Caribbean - At World’s End 12/4/07High School Musical 2 12/11/07Lost Season 3 12/11/07Underdog 12/18/07

9/27/2008# Subscribers(in millions)9/29/2007# Subscribers(in millions)United States (a) 96.6 94.4United Kingdom 9.0 8.8France 5.1 3.9Germany (k) 2.4 2.3Italy 5.2 4.1Spain 2.0 2.1Portugal 0.3 0.3Middle East (e) 0.4 0.3Scandinavia (d) 4.5 3.8South Africa (i) 1.6 1.4Poland (j) 2.9 2.3Turkey (k) 1.0 0.8Asia (b)(m) 5.0 2.2Australia (g)(m) 3.0 2.7India (h) 7.2 4.6Taiwan 5.8 5.6Japan (f) 4.4 3.8Korea (l) 2.2 N/ALatin America (c) 19.2 18.8Int’l Sub-Total 81.2 67.8Worldwide Total 177.8 162.29/27/2008# Nielsen Households(in millions)9/29/2007# Nielsen Households(in millions)ESPN 97.7 96.6ESPN2 93.3 96.2ESPN Classic 63.2 63.2ESPNEWS 67.4 full-time 62.2 full-timeESPNU 22.0 20.0ESPN Deportes 4.1 3.6Oth e r Ca b l e Pr o p e r t i e s9/27/20089/29/2007# Nielsen Households # Nielsen Households(in millions)(in millions)A & E Channel 97.4 95.9Lifetime Channel 97.4 96.1The History Channel 97.0 95.3A & E International (c) 111.8 86.6Toon Disney 71.3 65.8Lifetime Movie Channel 65.8 58.1SOAPnet 70.1 66.2Biography 52.4 47.1History Int’l 51.6 46.9Lifetime Real Women (c) 11.3 9.0ABC Fa m i ly Ch a n n e l s9/27/2008 9/29/2007# Subscribers # Subscribers(in millions) (in millions)ABC Family 96.8 95.3Jetix Kids Europe (c) 52.7 50.6Jetix 20.3 18.9Latin America (c)(a) Nielsen households; International Disney Channels reflect reported subscribers.(b) Includes Brunei, Cambodia, Hong Kong, Indonesia, Malaysia, Palau, Papua New Guinea, Singapore, Thailand, and Vietnam; note that as ofFY2007, Philippines and Korea are being reported by Australia and Japan, respectively.(c) Not tracked by Nielsen(d) Channel launched 28 February 2003. Includes Sweden, Norway and Denmark, Aug ‘05 launched on Teledenmark, Canal Digital, and in Finland(e) Estimated data(f) Channel launched 18 Nov 2003. As of FY’07, Korea is now being reported by Japan.(g) Numbers include New Zealand territory following launch in December 03. As of FY’07, Phillipines is now being reported by Australia.(h) Channel launched 17 Dec 04.(i) Channel launched 25 September 2006(j) Channel launched 02 December 2006; subs number based on estimate until Polish platforms publish official numbers(k) Includes unique MPX(l) Korea separately stated from Japan starting FY’08(m) Philippines is now included in Asia, whereas it was part of Australia in FY07.Pag e 13

Please note:This newsletter has been prepared by the Investor Relations group of The Walt Disney Company solely for the information ofshareholders of the company. It is not intended to be a recommendation with respect to investment decisions. All informationcontained in this newsletter is presented as of the date indicated below, and the company assumes no duty to confirm, revise orupdate the information. Certain statements in this newsletter may constitute “forward-looking statements” within the meaningof the Private Securities Litigation Reform Act of 1995. These statements are made on the basis of our views and assumptionsregarding future events and business performance as of the time the statements are made and we do not undertake any obligationto update these statements. Actual events may differ materially from those expressed or implied. Such differences may resultfrom actions taken by the Company, as well as from developments beyond the Company’s control, including international,political, health concern and military developments and changes in domestic and global economic conditions that may affectour businesses generally. Additional factors are set forth in the Company’s Annual Report on Form 10-K for the year endedSeptember 27, 2008 and in subsequent reports on Form 10-Q under Item 1A “Risk Factors. Reconciliations of non-GAAPfinancial measures to equivalent GAAP financial measures are available on Disney’s Investor Relations website.December 5, 2008 – Burbank, CAPag e 14