TEXT - Fitch rates Walt Disney Co's proposed offering 'A'

Tue Feb 12, 2013 2:20pm EST

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Feb 12 - Fitch Ratings has assigned an 'A' rating to The Walt Disney
Company's (Disney) proposed offering of two-year unsecured floating 
rate notes. The Rating Outlook is Stable. Approximately $17.5 billion of debt 
was outstanding as of Dec. 29, 2012.  A complete list of ratings is provided at 
the end of this release. 

Proceeds will be used for general corporate purposes. Fitch expects the company 
to use the proceeds of this issuance to term-out commercial paper (CP) 
outstanding, which totaled $3 billion at Dec. 29, 2012.  The notes will be 
issued under Disney's existing indenture dated Sept. 24, 2001, and will be pari 
passu with all existing debt. Similar to existing bonds, there are no financial 
covenants. 

KEY RATING DRIVERS:

The ratings and Outlook reflect Disney's ample financial flexibility, 
underpinned by strong free cash flow (FCF) generation that Fitch expects to 
exceed $3.5 billion beginning fiscal 2013, and total leverage around 1.5x. 
Ratings incorporate Fitch's expectations that the company's share repurchases 
and M&A activity will likely exceed FCF generation given strong liquidity and 
current credit profile. The company's acquisition of Lucasfilm Limited for $2 
billion in cash and $2 billion of equity, along with the contemplated equity 
repurchase over the subsequent 24 months, is within Fitch's expectations for the
company's financial policy and within the current ratings. 

The company's pro forma maturity schedule over the next several years 
(approximately $1 billion of maturities through calendar year end (CYE) 2013 
(excluding CP balance), approximately $1.55 billion of maturities in CY 2014, 
and $1.5 billion in CY 2015) will be easily manageable with FCF and access to 
the capital markets. Fitch does not expect debt reduction going forward.

The ratings incorporate the cyclicality of Disney's businesses, particularly 
Parks & Resorts (31% of revenue), Consumer Products (8%), and the advertising 
portion of Broadcast and Cable Networks (18%). These businesses have exhibited a
degree of resiliency in the recent sluggish macroeconomic backdrop but remain at
risk in the event of a more severe economic downturn. Should macroeconomic 
volatility return, Fitch expects these cyclical businesses to be under renewed 
pressure but that the company's credit and financial profile will likely remain 
within current ratings. The ratings incorporate Fitch's expectation that the 
Studio Entertainment business, similar to that of its peers, will remain 
volatile and low margin, given the hit-driven nature. The decline of DVD sales, 
which is the window in which many films become profitable, is becoming less of a
concern amid the growth of higher-margin digital distribution, and should be 
accommodated within current ratings.

Disney's liquidity at Dec. 29, 2012 was strong and consisted of $3.2 billion of 
cash ($320 million of which was held at the International Theme Parks), as well 
as $4.5 billion available under two revolving credit facilities (RCF) of $2.25 
billion each; the first matures in February 2015 and the second in June 2017. 
These facilities backstop Disney's CP program. Liquidity is further supported by
the company's aforementioned strong annual FCF generation. 

Total debt at Dec. 29, 2012 was $17.5 billion and consisted of:

--$3 billion of CP;

--$12.3 billion of notes and debentures, with maturities ranging from December 
2013-2093;

--$269 million of debt related to Hong Kong Disneyland (Disneyland Paris debt is
no longer outstanding after Disney refinanced it with intercompany debt in 
September 2012), which is non-recourse back to Disney but which Fitch 
consolidates under the assumption that the company would back the loan payments;


--Approximately $1.3 billion of foreign currency-denominated debt, including 
approximately $300 million of debt assumed in the February 2012 acquisition of 
UTV, which was refinanced in September 2012.

--$524 million of other debt.  

Fitch notes the company's pension was 70% funded at Sept. 29, 2012 (the last 
reported date). While annual pension funding obligations of several hundred 
million dollars should continue over the next few years, they will be more than 
covered by FCF. 

RATING SENSITIVITIES

Positive: Upward momentum to the ratings is unlikely over the intermediate term.
However, a compelling rationale for, and an explicit public commitment to more 
conservative leverage thresholds could result in upgrade consideration. 

Negative: Rating pressure is less likely to be driven by operating performance 
than by discretionary actions (debt-funded acquisitions) on the part of 
management.

Fitch currently rates Disney as follows:

The Walt Disney Company
--Issuer Default Rating (IDR) 'A';
--Senior unsecured debt 'A';
--Short-term IDR 'F1';
--Commercial paper 'F1'.

ABC Inc.
--IDR 'A';
--Senior unsecured debt 'A'.

Disney Enterprises, Inc.
--IDR 'A';
--Senior unsecured debt 'A'.

Fitch links the IDRs of the issuing entities (predominantly based on the lack of
any material restrictions on movements of cash between the entities) and treats 
the unsecured debt of the entire company as pari passu. Fitch recognizes the 
absence of upstream guarantees from the operating assets and that debt at Disney
Enterprises is structurally senior to the holding company debt. However, Fitch 
does not distinguish the issue ratings at the two entities due to the strong 'A'
category investment-grade IDR, Fitch's expectations of stable financial 
policies, and the anticipation that future debt will be issued by Walt Disney 
Company. Fitch would consider distinguishing between the ratings if there 
appeared to be heightened risk of the company's IDR falling to non-investment 
grade (where Disney Enterprises' enhanced recovery prospects would be more 
relevant).
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