Media Release -- Marvel Entertainment, Inc. (NYSE: MVL), a global character-based entertainment and licensing company celebrating the 70th anniversary of its founding, today reported operating results for its third quarter and nine months ended September 30, 2009.

Reflecting a lower level of feature film activity and related licensing compared to the year-ago period, Marvel reported Q3 2009 net sales of $105.7 million and net income of $20.4 million, or $0.26 per diluted share, compared to net sales of $182.5 million and net income of $50.6 million, or $0.64 per diluted share, in Q3 2008. The anticipated year-over-year decline in net sales and net income principally reflects approximately $65 million in lower film revenues in Q3 2009 compared to the prior year period, as well as lower licensing segment net sales related to last year's Iron Man and The Incredible Hulk feature films as well as the Spider-Man merchandising joint venture.

Marvel Entertainment, Inc. Segment Net Sales and Operating Income (Unaudited) (in millions)
				Three Months Ended September 30, 2009 2008								Nine Months Ended September 30, 2009 2008
Licensing:		Net Sales		$	48.9			$	58.1			$	181.5			$	237.5
		Operating Income			37.5				42.5				130.5				205.4
Publishing:		Net Sales			32.0				34.0				89.5				92.3
		Operating Income			10.2				12.7				28.2				34.3
Film Production:		Net Sales			24.8				90.2				147.9				119.1
		Operating (Loss) Income			(2.3	)			40.4				25.0				40.6
All Other:		Net Sales			-				0.2				-				3.0
		Operating (Loss)			(8.8	)			(7.4	)			(20.9	)			(19.4	)
TOTAL NET SALES				$	105.7			$	182.5			$	418.9			$	451.9
TOTAL OPERATING INCOME				$	36.6			$	88.2			$	162.8			$	260.9

Marvel's Chairman, Morton Handel, commented, "Despite the absence of any Marvel Studios feature film releases in 2009, Marvel continued to deliver solid operating performance across all our operating segments. Anticipation for the high profile Iron Man 2 feature film continues to build, and we are focusing our efforts on the film's May 2010 release and the related licensing opportunities. At the same time, we are making solid progress on the development and pre-production of our Thor, The First Avenger: Captain America and The Avengers feature film projects.

"On August 31, 2009, The Walt Disney Company and Marvel agreed, subject to Marvel shareholder approval and other customary closing conditions, that Disney will acquire Marvel in a stock and cash transaction. Disney is the ideal home to nurture and further develop the distinctive Marvel brands because of its ability to extend the breadth, diversity and global reach of Marvel-branded entertainment and consumer products. We continue to expect this transaction will close by calendar year end."

Third Quarter Segment Review:

* As anticipated, Q3 2009 Licensing Segment net sales declined versus the year ago period, primarily due to the recognition in Q3 2008 of merchandise licensing revenue related to the Iron Man and The Incredible Hulk feature films, as well as a decrease in revenue from the Spider-Man merchandising joint venture. Q3 2009 licensing segment net sales reflect a total contribution of $6.3 million from Hasbro, ($3.8 million within domestic consumer products and $2.5 million within international consumer products) compared to a total contribution from Hasbro of $12.0 million in the year ago period ($7.2 million in domestic consumer products and $4.8 million in international consumer products). Licensing Segment operating income also declined in Q3 2009 to $37.5 million (an operating margin of 77%) principally reflecting the lower sales level.

Marvel Entertainment, Inc. Licensing Sales by Division (Unaudited) (in millions)
		Three Months Ended						Nine Months Ended
		9/30/09			9/30/08			9/30/09			9/30/08
Domestic Consumer Products (1)		$	25.6		$	24.8		$	95.9		$	97.8
International Consumer Products			15.8			22.0			61.8			67.0
Spider-Man L.P. (Domestic and International)			2.4			8.1			10.3			50.9
Studio Licensing			5.1			3.2			13.5			21.8
Total Licensing Segment		$	48.9		$	58.1		$	181.5		$	237.5

(1) Domestic Consumer Products includes substantially all of Marvel 's global interactive licensing business.

* Q3 2009 Publishing Segment net sales declined 6%, or $2 million, compared to Q3 2008 and were in line with Q2 2009 net sales. The year-over-year decline principally reflects $3.2 million in lower custom publishing and advertising revenue compared to the prior year period, partially offset by a year-over-year increase of $1.6 million in revenue from the book market. Operating income declined by $2.5 million, or 19.7%, on a year-over-year basis, to $10.2 million and operating margin decreased to 32% in Q3 2009 versus 37% in Q3 2008, principally due to an increase in talent costs and the decrease in custom publishing which carries a higher margin.
* Film Production Segment net sales declined to $24.8 million in Q3 2009 from $90.2 million in Q3 2008. Net sales in Q3 2009 primarily reflect the recognition of revenues associated with the international pay TV window for Iron Man and the domestic pay TV window for The Incredible Hulk as well as contributions from DVD sales for both Iron Man and The Incredible Hulk. Against these revenues Marvel amortized capitalized film production costs of $20.5 million. Year-ago Q3 film production segment results reflected theatrical box office revenues from Iron Man and The Incredible Hulk and the opening of the home video window in certain international pre-sold territories for Iron Man.
* In the All Other category, Marvel recorded Q3 2009 and Q3 2008 operating losses of $8.8 million and $7.4 million, respectively, reflecting respective corporate overhead expense of $9.5 million and $7.6 million. Q3 2009 corporate overhead includes a provision of $2.9 million for transaction costs (principally legal fees) associated with Disney's proposed acquisition of Marvel.

Balance Sheet and Cash Use Update:

As of September 30, 2009, Marvel had cash and cash equivalents of $109.6 million, restricted cash of $79.0 million and no outstanding borrowings under its $100 million line of credit. Marvel's outstanding film-facility borrowings increased to $21.5 million at September 30, 2009 compared to no outstanding film borrowings at June 30, 2009. The quarterly sequential increase in film-facility borrowings reflects ongoing production funding for the Iron Man 2 feature film.

Marvel Studios Entertainment Pipeline

(scheduled release dates are subject to change)

Feature Films

Scheduled release date

Iron Man 2

May 7, 2010

Thor
May 20, 2011

The First Avenger: Captain America

July 22, 2011

The Avengers
May 4, 2012

Animated TV Series
Status

The Super Hero Squad
52, 30-minute episodes airing on Cartoon Network in the U.S. and
launching on International broadcast channels in Q4 2009

The Avengers: Earth's Mightiest Heroes
52, 30-minute episodes in production; timing and network TBD

 

Marvel Licensed Entertainment Pipeline

(scheduled release dates are subject to change)

Feature Films

Scheduled Release Date

Spider-Man 4

May 6, 2011

Animated TV Series

Status

Black Panther
6, 30-minute episodes in production for BET; timing TBD

Fantastic Four: World's Greatest Heroes
26, 30-minute episodes airing on Nicktoons in the U.S., various
networks internationally and on Marvel.com and Marvelkids.com

Iron Man: Armored Adventures
52, 30-minute episodes. Episodes 1-26 are airing on Nicktoons in the
U.S. and are on air internationally. Episodes 27-52 are currently in
development

Spectacular Spider-Man
26, 30-minute episodes airing on Disney XD in the U.S. and on
various networks internationally

Wolverine and the X-Men

52, 30-minute episodes. Episodes 1-26 are airing on Nicktoons in the
U.S. and are on air internationally. Episodes 27-52 are currently in
development

Marvel Anime: Iron Man

12, 30-minute episodes in production. Scheduled to launch on Animax
in Japan in Q2 2010. Scheduled to launch in the U.S. in 2011

Marvel Anime: Wolverine
12, 30-minute episodes in production. Scheduled to launch on Animax
in Japan in Q3 2010. Scheduled to launch in the U.S. in 2011

Licensed Broadway Musical

Status

Spider-Man, Turn off the Dark, Julie Taymor director; music &
lyrics by U2's Bono and The Edge
Opening Night TBD

Animated Direct-to-DVD Projects

Status

Planet Hulk

Production complete. Scheduled for February 2010 release

Thor: Tales of Asgard
Production complete. Release date TBD

Marvel Licensed Video Game Pipeline (scheduled release dates are subject to change)
Game / Publisher	Status
The Punisher: No Mercy / Zen	Released July 2, 2009
Marvel vs. Capcom 2 / Capcom	Released July 29, 2009 for X-Box console and August 13, 2009 for PS3 console
Marvel Ultimate Alliance 2 / Activision	Released September 15, 2009
Marvel Super Hero Squad / THQ	Released October 20, 2009
Iron Man 2 / Sega	Scheduled for April 2010 release
Thor / Sega	Scheduled for May 2011 release
Captain America / Sega	Scheduled for July 2011 release

About Marvel Entertainment, Inc.

Marvel Entertainment, Inc. is one of the world's most prominent character-based entertainment companies, built on a proven library of over 5,000 characters featured in a variety of media over seventy years. Marvel utilizes its character franchises in licensing, entertainment (via Marvel Studios and Marvel Animation) and publishing (via Marvel Comics). Marvel's strategy is to leverage its franchises in a growing array of opportunities around the world, including feature films, consumer products, toys, video games, animated television, direct-to-DVD and online. For more information visit www.marvel.com.

Except for any historical information that they contain, the statements in this news release regarding Marvel's plans are forward-looking statements, including statements relating to (i) the ability to further develop the Marvel brand as a result of the proposed merger with The Walt Disney Company, (ii) the closing of the Disney merger and the expected timing of that closing and (iii) Marvel's future movie, television, theatrical and game releases. These forward-looking statements are subject to certain risks and uncertainties, including those related to Marvel's exposure to the current economic recession, exposure to tightening credit markets, financial difficulties of Marvel's licensees, a decrease in the level of media exposure or popularity of Marvel's characters, changing consumer preferences, delays and cancellations of movies and television productions based on Marvel characters, Marvel Studios' potential inability to attract and retain creative talent, key film talent's potentially becoming incapacitated or suffering reputational damage, the potential lack of popularity of Marvel's films, union activity or other events which could interrupt film production, including strikes by Hollywood writers, directors and actors, piracy of films and related products, Marvel Studios' dependence on a single distributor for each self-produced film, a possible default by the lending banks in our film facility and the risks relating to the proposed merger with The Walt Disney Company as outlined under the heading "Risk Factors" in Amendment No. 1 to the Form S-4 filed by The Walt Disney Company on October 27, 2009 (the "Disney S-4").

These and other risks and uncertainties are described under the headings "Risk Factors" and Management's Discussion and Analysis of Financial Condition and Results of Operations" in Marvel's filings with the Securities and Exchange Commission, including Marvel's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. As noted above, certain risks relating the Marvel's proposed merger with Disney are described in the Disney S-4. Marvel assumes no obligation to publicly update or revise any forward-looking statements.

Important Merger Information and Additional Information:

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction, Disney filed a Registration Statement on Form S-4 with the SEC on September 22, 2009, as amended on October 27, 2009, that includes a preliminary proxy statement of Marvel that also constitutes a preliminary prospectus of Disney. These materials are not yet final and will be further amended. Marvel will mail the proxy statement/prospectus to its stockholders once it is final. Investors are urged to read the definitive proxy statement/prospectus regarding the proposed transaction when it becomes available, because it will contain important information. You may obtain copies of all documents filed with the SEC regarding this transaction, including the definitive proxy statement/prospectus when it becomes available, free of charge at the SEC's website, www.sec.gov, or by directing a request when such a filing is made to The Walt Disney Company, 500 South Buena Vista Street, Burbank, CA 91521-9722, Attention: Shareholder Services or by directing a request when such a filing is made to Marvel's proxy solicitor, MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016 or by calling Mackenzie Partners, Inc. at (800) 322-2885 (toll free) or (212) 929-5500 (call collect).

Disney, Marvel, their respective directors and certain of their executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Marvel is set forth in the preliminary proxy statement/prospectus contained in the Registration Statement on Form S-4 (Amendment No. 1) filed by Disney on October 27, 2009. Information about the directors and executive officers of Disney is set forth in its definitive proxy statement, which was filed with the SEC on January 16, 2009.