UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM XX
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended September 29, 2007

Commission File Number 1-11605

Incorporated in Delaware
500 South Buena Vista Street, Burbank, California 91521
(818) 560-1000
Securities Registered Pursuant to Section 12(b) of the Act:

I.R.S. Employer Identification
No. 95-4545390

Name of Each Exchange on Which Registered
New York Stock Exchange

Title of Each Class
Common Stock, $.01 par value

Securities Registered Pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. YES 9
NO
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. YES
NO 9
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. YES 9
NO
Indicate by check mark if disclosure of delinquent filers pursuant to Rule 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer 9

Accelerated filer

Non accelerated filer

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
YES

NO 9

The aggregate market value of common stock held by non-affiliates (based on the closing price on the last business day of the registrant’s most recently completed second fiscal quarter as reported on the New York Stock ExchangeComposite Transactions) was $64.3 billion. All executive officers and directors of the registrant and all persons filing a Schedule 13D with the Securities and Exchange Commission in respect to registrant’s common stock have been deemed, solely for the purpose of the foregoing calculation, to be “affiliates” of the registrant.
There were 1,903,484,711 shares of common stock outstanding as of November 14, 2007.

Documents Incorporated by Reference
Certain information required for Part III of this report is incorporated herein by reference to the proxy statement for the 2008 annual meeting of the Company’s shareholders.

The Walt Disney Company

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CONSOLIDATED BALANCE SHEETS
(in millions, except per share data)
September 29,
2007
ASSETS
Current assets
Cash and cash equivalents
Receivables
Inventories
Television costs
Deferred income taxes
Other current assets
Total current assets

$

Film and television costs
Investments
Parks, resorts and other property, at cost
Attractions, buildings and equipment
Accumulated depreciation
Projects in progress
Land
Intangible assets, net
Goodwill
Other assets
Total Assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and other accrued liabilities
Current portion of borrowings
Unearned royalties and other advances
Total current liabilities

$

$

Borrowings
Deferred income taxes
Other long-term liabilities
Minority interests
Commitments and contingencies (Note 14)
Shareholders’ equity
Preferred stock, $.01 par value Authorized –
100 million shares, Issued – none
Common stock, $.01 par value Authorized –
3.6 billion shares, Issued – 2.6 billion shares at September 29, 2007 and 2.5 billion at
September 30, 2006
Retained earnings
Accumulated