Disney Board Unanimously Rejects Comcast Proposal

BURBANK, Calif., Feb. 16, 2004 –The Board of Directors of The Walt Disney Company today unanimously rejected the proposal by Comcast Corporation to acquire Disney by trading .78 of a share of Comcast for each share of Disney. The Board noted that .78 of a share of Comcast is selling in the market for $3.60 less than the market price of a share of Disney. This deficit of value in the Comcast proposal has existed from the very first day after Comcast announced it, when the deficit was $3.24 per Disney share or a total of $6.6 billion.

The Board stated, “We are committed to creating shareholder value now and in the future and will carefully consider any legitimate proposal that would accomplish that objective. In any proposal by Comcast, or any other company, the Board will consider and assess the value to be received in exchange for the shares of Disney, and also the appropriate premium to reflect the full value of Disney. The Board has confidence in the business, financial and creative direction of Disney under the leadership of Michael Eisner and his management team. Furthermore, the Board expects the company’s current structure and strategy will maximize shareholder value. The interests of Disney shareholders, which represent the fundamental priority of the Board, would not be served by accepting any acquisition proposal that does not reflect fully Disney’s intrinsic value and earnings prospects.”

Note: Some statements in this release constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. Actual results may differ materially from the results implied by these forward-looking statements, depending upon a variety of factors including the general state of the economy and other factors identified in our filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K. Neither The Walt Disney Company nor its Board of Directors undertakes any responsibility to update those statements.