Wednesday, February 13, 2013

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

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


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

--$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.


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

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'.


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