AMENDED AND RESTATED BYLAWS

OF

TWDC HOLDCO 613 CORP.

(hereinafter called the “Corporation”)1

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the Corporation shall be in the
City of Wilmington, County of New Castle, Delaware.

Section 2. Principal Place of Business. The principal place of business of the

Corporation is hereby fixed and located at 500 South Buena Vista Street, Burbank, California
91521.

Section 3. Other Offices. The Corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may from time to time
determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. Meetings of the stockholders for the election of

directors or for any other purpose shall be held at such time and place, either within or without
the State of Delaware, as shall be designated from time to time by the Board of Directors (and in
the case of a special meeting, by the Board of Directors or the person calling the special meeting
as authorized by Section 3 of this Article II) and stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

Section 2. Annual Meetings. The Annual Meetings of Stockholders shall be held on

such date and at such time and place as may be fixed by the Board of Directors and stated in the
notice of the meeting, for the purpose of electing directors and for the transaction of such other
business as is properly brought before the meeting in accordance with these Bylaws.

Section 3. Special Meetings.

(a) General.

A special meeting of stockholders of the Corporation may be called only by (i) the Board
of Directors, (ii) the Chairman of the Board of Directors, or (iii) the Chief Executive Officer,

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As amended and restated December 13, 2017.
and, subject to the provisions of Section 3(b) of this Article II and all other applicable sections of
the Bylaws, shall be called by the Secretary of the Corporation at the written request in proper
form of one or more stockholders (a “Stockholder Requested Special Meeting”) who have
continuously held as stockholders of record “Net Long Shares” (as defined below) representing
in the aggregate at least twenty-five percent (25%) (the “Requisite Percentage”) of the
outstanding shares of the Corporation’s common stock (“Common Stock”) for at least one year
prior to the date such request is delivered to the Secretary (the “Request Date”). Written notice
of a special meeting stating the place, date and hour of the meeting and the purpose or purposes
for which the meeting is called shall be given not less than 10 nor more than 60 days before the
date of the meeting to each stockholder entitled to vote at such meeting, and only such business
as is stated in such notice shall be acted upon thereat.

(b) Stockholder Requested Special Meetings.

(1) For purposes of determining whether stockholders have held the Requisite
Percentage of the outstanding shares of Common Stock for at least one year prior to the Request
Date, “Net Long Shares” shall mean those shares of Common Stock as to which the stockholder
in question possesses (x) the sole power to vote or direct the voting, (y) the sole economic
incidents of ownership (including the sole right to profits and the sole risk of loss), and (z) the
sole power to dispose of or direct the disposition. The number of shares calculated in accordance
with clauses (x), (y) and (z) shall not include any shares (1) sold by such stockholder in any
transaction that has not been settled or closed, (2) borrowed by such stockholder for any
purposes or purchased by such stockholder pursuant to an agreement to resell or (3) subject to
any option, warrant, derivative or other agreement or understanding, whether any such
arrangement is to be settled with shares of Common Stock or with cash based on the notional
amount of shares subject thereto, in any such case which has, or is intended to have, the purpose
or effect of (A) reducing in any manner, to any extent or at any time in the future, such
stockholder’s rights to vote or direct the voting and full rights to dispose or direct the disposition
of any of such shares or (B) offsetting to any degree gain or loss arising from the sole economic
ownership of such shares by such stockholder. Whether shares constitute “Net Long Shares”
shall be decided by the Board of Directors in its reasonable determination.

(2) A request for a Stockholder Requested Special Meeting must be signed by the
holders of the Requisite Percentage (or their duly authorized agents) and be delivered to the
Secretary at the principal executive offices of the Corporation by registered mail, return receipt
requested or by a nationally recognized private overnight courier service, return receipt
requested.

To be in proper form and valid, a request for a Stockholder Requested Special Meeting
shall (A) set forth a statement of the specific purpose or purposes of the meeting and the matters
proposed to be acted on at such special meeting (including the text of any resolutions proposed
for consideration and, if such business includes a proposal to amend the Bylaws, the language of
the proposed amendment), (B) bear the date of signature of each stockholder (or duly authorized
agent) signing the request, (C) set forth (w) the name and address, as they appear in the
Corporation’s books, of each stockholder signing such request (or on whose behalf the request is
signed), (x) the number of Net Long Shares held by such stockholder, (y) include documentary
evidence that the stockholders held the Requisite Percentage as of the Request Date and for a

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minimum of one full year prior to the Request Date, provided that if any of the stockholders are
not the beneficial owners of the shares representing the Requisite Percentage, then to be valid,
the request must also include documentary evidence (or, if not simultaneously provided with the
request, such documentary evidence must be delivered to the Secretary within ten (10) days after
the Request Date) that the beneficial owners on whose behalf the request is made held, together
with any requesting stockholders who are beneficial owners, the Requisite Percentage as of the
Request Date and for a minimum of one full year prior to the Request Date and (z) a certification
from the stockholder submitting the request that the stockholders signing the request in the
aggregate satisfy the Requisite Percentage, (D) describe any material interest of each such
stockholder in the specific purpose or purposes of the meeting, (E) contain any other information
that would be required to be provided by a stockholder seeking to nominate directors or bring an
item of business before an annual meeting of stockholders pursuant to Article II, Section 10 of
these Bylaws, (F) include an acknowledgment by each stockholder and any duly authorized
agent that any reduction in Net Long Shares owned by such stockholder as of the date of delivery
of the special meeting request and prior to the record date for the proposed meeting requested by
such stockholder shall constitute a revocation of such request to the extent of such reduction, and
(G) include an agreement by each stockholder and any duly authorized agent to notify the
Corporation promptly in the event of any decrease in Net Long Shares held by such stockholder
following the delivery of the request and prior to the Stockholder Requested Special Meeting. In
addition, the stockholder and any duly authorized agent shall promptly provide any other
information reasonably requested by the Corporation.

The Corporation will provide the requesting stockholders with notice of the record date
for the determination of stockholders entitled to vote at the Stockholder Requested Special
Meeting. Each requesting stockholder is required to update the notice delivered pursuant to this
Section 3(b) not later than ten (10) business days after such record date to provide any material
changes in the foregoing information as of such record date and, with respect to the information
required under clause (C)(y) of the previous paragraph, also as of a date not more than five (5)
business days before the scheduled date of the Stockholder Requested Special Meeting as to
which the request relates.

Any requesting stockholder may revoke a request for a special meeting at any time by
written revocation delivered to the Secretary at the principal executive offices of the Corporation.
If, following such revocation (including any revocation resulting from a disposition of shares) at
any time before the date of the Stockholder Requested Special Meeting, the remaining unrevoked
requests are from stockholders holding in the aggregate less than the Requisite Percentage, the
Board of Directors, in its discretion, may cancel the Stockholder Requested Special Meeting.

(3) Notwithstanding the foregoing, a special meeting request shall not be valid, and
the Secretary shall not be required to call the Stockholder Requested Special Meeting if (A) the
request for such special meeting does not comply with this Section 3(b), (B) the Board of
Directors, the Chairman of the Board of Directors or the Chief Executive Officer has called or
calls an annual or special meeting of stockholders to be held not later than ninety (90) days after
the date on which a valid request has been delivered to the Secretary (the “Delivery Date”) and
the Board of Directors determines in good faith that the business of such meeting includes
(among any other matters properly brought before the meeting) an identical or substantially
similar item of business (a “Similar Item”) specified in the stockholder’s request, (C) the request

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is received by the Secretary during the period commencing ninety (90) days prior to the first
anniversary of the date of the immediately preceding annual meeting and ending on the date of
the next annual meeting, (D) if two or more special meetings have been called at the request of
stockholders and convened within the 12-month period ending on the Delivery Date, (E) the
request contains a Similar Item to an item that was presented at any meeting of stockholders held
within one hundred and twenty (120) days prior to the Delivery Date (and, for purposes of this
clause (E) the election of directors shall be deemed a “Similar Item” with respect to all items of
business involving the election or removal of directors), (F) the request relates to an item of
business that is not a proper subject for action by the stockholders of the Corporation under
applicable law or (G) the request was made in a manner that involved a violation of Regulation
14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or other
applicable law. The Board of Directors shall determine in good faith whether the requirements
set forth in this Section 3(b) have been satisfied and such determination shall be binding on the
Corporation and its stockholders.

(4) If a valid special meeting request has been made, the Stockholder Requested
Special Meeting shall be held at such date, time and place as the Board of Directors shall fix;
provided, however, that the date of any such special meeting shall be not more than 90 days after
the Special Meeting Request is delivered to the Secretary.

(5) Business transacted at any Stockholder Requested Special Meeting shall be

limited to the purpose(s) stated in a valid special meeting request for such meeting; provided,
however, that nothing herein shall prohibit the Corporation from submitting matters to a vote of
the stockholders at any Stockholder Requested Special Meeting.

(6) If none of the stockholders who submitted the request for a Stockholder
Requested Special Meeting appears or sends a qualified representative to present the matters to
be presented for consideration that were specified in the special meeting request, the Corporation
need not present such matters for a vote at such meeting, notwithstanding that proxies in respect
of such matter may have been received by the Corporation.

Section 4. Quorum. Except as may be otherwise provided by law or by the

Certificate of Incorporation, the holders of a majority in voting power of the capital stock issued
and outstanding and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of business. If,
however, such quorum shall not be present or represented at any meeting of the stockholders, a
minority of the stockholders entitled to vote thereat, present in person or represented by proxy,
shall have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally noticed. If the adjournment is for
more than 30 days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at
the meeting.

Section 5. Voting. Unless otherwise required by law, the Certificate of Incorporation

or these Bylaws, (i) at all meetings of stockholders for the election of directors, a plurality of

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votes cast shall be sufficient to elect, and (ii) any other question brought before any meeting of
stockholders shall be decided by the vote of the holders of a majority in voting power of the
stock represented and entitled to vote thereon. Unless otherwise provided in the Certificate of
Incorporation, each stockholder represented at a meeting of stockholders shall be entitled to cast
one vote for each share of the capital stock entitled to vote thereat held by such stockholder. The
Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of
stockholders, in his discretion, may require that any votes cast at such meeting shall be cast by
written ballot.

Section 6. Organization.

(a) All meetings of the stockholders shall be presided over by the Chairman of the
Board of Directors and, if he is not present, by such officer or director as is designated by the
Board of Directors. The Secretary of the Corporation or, if he is not present, any Assistant
Secretary or other person designated by the presiding officer shall act as secretary of the meeting.

(b) The date and time of the opening and the closing of the polls for each matter upon
which the stockholders will vote at a meeting shall be announced at the meeting by the person
presiding over the meeting. The Board of Directors may adopt by resolution such rules and
regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to
the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the
chairman of any meeting of stockholders shall have the right and authority to prescribe such
rules, regulations and procedures and to do all such acts as, in the judgment of such chairman,
are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures,
whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may
include, without limitation, the following (i) the establishment of an agenda or order of business
for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of
those present; (iii) limitations on attendance at or participation in the meeting to stockholders of
record of the Corporation, their duly authorized and constituted proxies or such other persons as
the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the
time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or
comments by participants. Unless and to the extent determined by the Board of Directors or the
chairman of the meeting, meetings of stockholders shall not be required to be held in accordance
with the rules of parliamentary procedure.

Section 7. List of Stockholders Entitled to Vote. The officer of the Corporation who
has charge of the stock ledger of the Corporation shall prepare and make, at least 10 days before
every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order, and showing the address of each stockholder and the number of
shares registered in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary business hours for a
period of at least 10 days prior to the meeting at the principal place of business of the
Corporation. The list shall also be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder of the Corporation who is
present.

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 Section 8. Stock Ledger. The stock ledger of the Corporation shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger, the list required by
Section 7 of this Article II or the books of the Corporation, or to vote in person or by proxy at
any meeting of stockholders.

Section 9. Inspectors of Election. Before any meeting of stockholders, the Board of

Directors shall appoint one or more inspectors to act at the meeting and make a written report
thereof. The Board of Directors may designate one or more persons as alternate inspectors to
replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at
the meeting. Each inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector with strict impartiality and according to the
best of his ability.

The inspectors shall:

(a) ascertain the number of shares outstanding and the voting power of each,

(b) determine the shares represented at the meeting and the validity of proxies and
ballots,

(c) count all votes and ballots,

(d) determine and retain for a reasonable period a record of the disposition of any
challenges made to any determination made by the inspectors, and

(e) certify their determination of the number of shares represented at the meeting and
their count of all votes and ballots.

The inspectors may appoint or retain other persons or entities to assist the inspectors in the
performance of the duties of the inspectors. In determining the validity and counting of proxies
and ballots, the inspectors shall act in accordance with applicable law.

Section 10. Notice of Stockholder Business and Nominations.

(a) Annual Meetings of Stockholders.

(1) Nominations of persons for election to the Board of Directors of the Corporation
and the proposal of business to be considered by the stockholders may be made at an annual
meeting of stockholders only (a) pursuant to the Corporation’s notice of meeting (or any
supplement thereto), (b) by or at the direction of the Board of Directors, (c) by any stockholder
of the Corporation who was a stockholder of record of the Corporation at the time the notice
provided for in this Section 10 is delivered to the Secretary of the Corporation, who is entitled to
vote at the meeting and who complies with the notice procedures set forth in this Section 10, or
(d) with respect to nominations, by any Eligible Stockholder (as defined in Article II, Section 11
of these Bylaws) whose Stockholder Nominee (as defined in Article II, Section 11 of these
Bylaws) is included in the Corporation’s proxy materials for the relevant annual meeting.

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 (2) For nominations or other business to be properly brought before an annual
meeting by a stockholder pursuant to clause (c) of paragraph (a)(1) of this Section 10, the
stockholder must have given timely notice thereof in writing to the Secretary of the Corporation
and any such proposed business other than the nomination of persons for election to the Board of
Directors must constitute a proper matter for stockholder action. To be timely, a stockholder’s
notice shall be delivered to the Secretary at the principal executive offices of the Corporation not
later than the close of business on the ninetieth day nor earlier than the close of business on the
one hundred twentieth day prior to the first anniversary of the preceding year’s annual meeting
(provided, however, that in the event that the date of the annual meeting is more than thirty days
before or more than seventy days after such anniversary date, notice by the stockholder must be
so delivered not later than the close of business on the ninetieth day prior to such annual meeting
or if later the tenth day following the day on which public announcement of the date of such
meeting is first made by the Corporation). In no event shall the public announcement of an
adjournment or postponement of an annual meeting commence a new time period (or extend any
time period) for the giving of a stockholder’s notice as described above. Such stockholder’s
notice shall set forth: (a) as to each person whom the stockholder proposes to nominate for
election as a director all information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or is otherwise required, in
each case pursuant to Regulation 14A under the Exchange Act (and such person’s written
consent to being named in the proxy statement as a nominee and to serving as a director if
elected); (b) as to any other business that the stockholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting, the text of the proposal
or business (including the text of any resolutions proposed for consideration and in the event that
such business includes a proposal to amend the Bylaws of the Corporation, the language of the
proposed amendment), the reasons for conducting such business at the meeting and any material
interest in such business of such stockholder and the beneficial owner, if any, on whose behalf
the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if
any, on whose behalf the nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (ii) the
class and number of shares of capital stock of the Corporation which are owned beneficially and
of record by such stockholder and such beneficial owner, (iii) a representation that the
stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and
or by proxy at the meeting to propose such business or nomination, and (iv) a representation
whether the stockholder or the beneficial owner, if any, intends or is part of a group which
intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage
of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect
the nominee and/or (b) otherwise to solicit proxies from stockholders in support of such proposal
or nomination. The Corporation may require any proposed nominee to furnish such other
information as it may reasonably require to determine the eligibility of such proposed nominee to
serve as a director of the Corporation.

(3) Notwithstanding anything in the second sentence of paragraph (a)(2) of this

Section 10 to the contrary, in the event that the number of directors to be elected to the Board of
Directors of the Corporation at an annual meeting is increased and there is no public
announcement by the Corporation naming the nominees for the additional directorships at least
one hundred days prior to the first anniversary of the preceding year’s annual meeting, a
stockholder’s notice required by this Section 10 shall also be considered timely, but only with

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respect to nominees for the additional directorships, if it shall be delivered to the Secretary at the
principal executive offices of the Corporation not later than the close of business on the tenth day
following the day on which such public announcement is first made by the Corporation.

(b) Special Meetings of Stockholders.

Only such business shall be conducted at a special meeting of stockholders as shall have
been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations
of persons for election to the Board of Directors may be made at a special meeting of
stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting
(1) by or at the direction of the Board of Directors, or (2) provided that the Board of Directors
has determined that directors shall be elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at the time the notice provided for in this Section 10
is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and upon
such election and who complies with the notice procedures set forth in this Section 10. In the
event the Corporation calls a special meeting of stockholders for the purpose of electing one or
more directors to the Board of Directors, any such stock- holder entitled to vote in such election
of directors may nominate a person or persons (as the case may be) for election to such
position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice
required by paragraph(a)(2) of this Section 10 shall be delivered to the Secretary at the principal
executive offices of the Corporation not earlier than the close of business on the one hundred
twentieth day prior to such special meeting and not later than the close of business on the later of
the ninetieth day prior to such special meeting or the tenth day following the day on which public
announcement is first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting. In no event shall the public announcement
of an adjournment or postponement of a special meeting commence a new time period (or extend
any time period) for the giving of a stockholder’s notice as described above.

(c) General.

(1) Only such persons who are nominated in accordance with the procedures set forth
in this Section 10 (in the case of an annual or special meeting) or in Article II. Section 11 of
these Bylaws (in the case of an annual meeting only) shall be eligible to be elected at an annual
or special meeting of stockholders of the Corporation to serve as directors and only such
business shall be conducted at a meeting of stockholders as shall have been brought before the
meeting in accordance with the procedures set forth in this Section 10. Except as otherwise
provided by law, the chairman of the meeting shall have the power and duty (a) to determine
whether a nomination or any business proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with the procedures set forth in this Section 10
(including whether the stockholder or beneficial owner, if any, on whose behalf the nomination
or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the
case may be, proxies in support of such stockholder’s nominee or proposal in compliance with
such stockholder’s representation as required by clause (a)(2)(c)(iv) of this Section 10) and, if
applicable, Section 3(b) and (b) if any proposed nomination or business was not so made or
proposed in compliance with this Section 10 and, if applicable, Section 3(b) to declare that such
nomination shall be disregarded or that such proposed business shall not be transacted.

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 (2) For purposes of this Section 10 and Section 11 of this Article II, “public
announcement” shall mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a document publicly filed by
the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or
15(d) of the Exchange Act.

(3) Notwithstanding the foregoing provisions of this Section 10, a stockholder shall
also comply with all applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this Section 10. Nothing in this Section 10
shall be deemed to affect any rights (a) of stockholders to request inclusion of proposals in the
Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (b) of the
holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions
of the Certificate of Incorporation.

Section 11. Proxy Access.

(a) Subject to the provisions of this Section 11, the Corporation shall include in its
proxy statement (including its form of proxy) for an annual meeting of stockholders the name of
any stockholder nominee for election to the Board of Directors submitted pursuant to this Section
11 (each a “Stockholder Nominee”) provided (i) timely written notice of such Stockholder
Nominee satisfying this Section 11 (“Notice”) is delivered to the Corporation by or on behalf of
a stockholder or stockholders that, at the time the Notice is delivered, satisfy the ownership and
other requirements of this Section 11 (such stockholder or stockholders, and any person on
whose behalf they are acting, the “Eligible Stockholder”), (ii) the Eligible Stockholder expressly
elects in writing at the time of providing the Notice to have its nominee included in the
Corporation’s proxy statement pursuant to this Section 11, and (iii) the Eligible Stockholder and
the Stockholder Nominee otherwise satisfy the requirements of this Section 11 and the director
qualifications requirements set forth in the Corporation’s Corporate Governance Guidelines and
any other document setting forth qualifications for directors.

(b) To be timely, an Eligible Stockholder’s notice must be delivered to the Secretary

of the Corporation at the principal executive offices of the Corporation, not later than the close of
business on the one hundred twentieth day nor earlier than the close of business on the one
hundred fiftieth day prior to the first anniversary of the preceding year’s annual meeting
(provided, however, that in the event that the date of the annual meeting is more than thirty days
before or more than seventy days after such anniversary date, notice by the stockholder must be
so delivered not later than the close of business on the one hundred twentieth day prior to such
annual meeting or if later the tenth day following the day on which public announcement of the
date of such meeting is first made by the Corporation). In no event shall the public
announcement of an adjournment or postponement of an annual meeting commence a new time
period (or extend any time period) for the giving of the Eligible Stockholder’s notice.

(c) In addition to including the name of the Stockholder Nominee in the

Corporation’s proxy statement for the annual meeting, the Corporation also shall include (i) the
information concerning the Stockholder Nominee and the Eligible Stockholder that is required to
be disclosed in the Corporation’s proxy statement pursuant to Section 14 of the Exchange Act
and the rules and regulations promulgated thereunder and (ii) if the Eligible Stockholder so

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elects, a Statement (defined below) (collectively, the “Required Information”). Nothing in this
Section 11 shall limit the Corporation’s ability to solicit against and include in its proxy
statement its own statements relating to any Stockholder Nominee.

(d) The number of Stockholder Nominees (including Stockholder Nominees that

were submitted by an Eligible Stockholder for inclusion in the Corporation’s proxy statement
pursuant to this Section 11 but either are subsequently withdrawn or that the Board of Directors
decides to nominate (a “Board Nominee”)) appearing in the Corporation’s proxy statement with
respect to a meeting of stockholders shall not exceed the greater of (x) two or (y) 20% of the
number of directors in office as of the last day on which notice of a nomination may be delivered
pursuant to this Section 11 (the “Final Proxy Access Nomination Date”) or, if such amount is not
a whole number, the closest whole number below 20% (the “Permitted Number”); provided,
however, that (i) the Permitted Number shall be reduced by the number of director candidates for
which the Corporation shall have received one or more valid Notices that a stockholder intends
to nominate director candidates at such annual meeting of stockholders pursuant to paragraph
(a)(2) of Section 10 of this Article II, (ii) any director in office as of the nomination deadline
who was included in the Corporation’s proxy statement as a Stockholder Nominee for any of the
two preceding annual meetings and whom the Board of Directors decides to nominate for
election to the Board of Directors also will be counted against the Permitted Number, and (iii) in
the event that one or more vacancies for any reason occurs on the Board of Directors at any time
after the Final Proxy Access Nomination Date and before the date of the applicable annual
meeting of stockholders and the Board of Directors resolves to reduce the size of the Board of
Directors in connection therewith, the Permitted Number shall be calculated based on the number
of directors in office as so reduced. In the event that the number of Stockholder Nominees
submitted by Eligible Stockholders pursuant to this Section 11 exceeds the Permitted Number,
each Eligible Stockholder shall select one Stockholder Nominee for inclusion in the
Corporation’s proxy statement until the Permitted Number is reached, going in order of the
amount (greatest to least) of voting power of the Corporation’s capital stock entitled to vote on
the election of directors as disclosed in the Notice. If the Permitted Number is not reached after
each Eligible Stockholder has selected one Stockholder Nominee, this selection process shall
continue as many times as necessary, following the same order each time, until the Permitted
Number is reached.

(e) An Eligible Stockholder must have owned (as defined below) continuously for at
least three years a number of shares that represents 3% or more of the total voting power of the
Corporation’s outstanding shares of capital stock entitled to vote in the election of directors (the
“Required Shares”) as of both the date the Notice is delivered to or received by the Corporation
in accordance with this Section 11 and the record date for determining stockholders entitled to
vote at the meeting and must continue to own the Required Shares through the meeting date. For
purposes of satisfying the ownership requirement under this Section 11, the voting power
represented by the shares of the Corporation’s capital stock owned by one or more stockholders,
or by the person or persons who own shares of the Corporation’s capital stock and on whose
behalf any stockholder is acting, may be aggregated, provided that (i) the number of stockholders
and other persons whose ownership of shares is aggregated for such purpose shall not exceed 20,
(ii) each stockholder or other person whose shares are aggregated shall have held such shares
continuously for at least three years, and (iii) a group of two or more funds that are (A) under
common management and investment control, (B) under common management and funded

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primarily by the same employer (or by a group of related employers that are under common
control), or (C) a “group of investment companies,” as such term is defined in Section
12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended, shall be treated as one
stockholder or person for this purpose. Whenever an Eligible Stockholder consists of a group of
stockholders and/or other persons, any and all requirements and obligations for an Eligible
Stockholder set forth in this paragraph (e) must be satisfied by and as to each such stockholder or
other person, except that shares may be aggregated to meet the Required Shares as provided in
this paragraph (e). With respect to any one particular annual meeting, no stockholder or other
person may be a member of more than one group of persons constituting an Eligible Stockholder
under this Section 11.

(f) For purposes of this Section 11, an Eligible Stockholder shall be deemed to “own”
only those outstanding shares of the Corporation’s capital stock as to which the person possesses
both (i) the full voting and investment rights pertaining to the shares and (ii) the full economic
interest in (including the opportunity for profit and risk of loss on) such shares; provided that the
number of shares calculated in accordance with clauses (i) and (ii) shall not include any shares
(x) sold by such person or any of its affiliates in any transaction that has not been settled or
closed, (y) borrowed by such person or any of its affiliates for any purposes or purchased by such
person or any of its affiliates pursuant to an agreement to resell, or (z) subject to any option,
warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered
into by such person or any of its affiliates, whether any such instrument or agreement is to be
settled with shares or with cash based on the notional amount or value of outstanding shares of
the Corporation’s capital stock, in any such case which instrument or agreement has, or is
intended to have, the purpose or effect of (A) reducing in any manner, to any extent or at any
time in the future, such person’s or affiliates’ full right to vote or direct the voting of any such
shares, and/or (B) hedging, offsetting or altering to any degree gain or loss arising from the full
economic ownership of such shares by such person or affiliate. A person shall “own” shares
held in the name of a nominee or other intermediary so long as the person retains the right to
instruct how the shares are voted with respect to the election of directors and possesses the full
economic interest in the shares. A person’s ownership of shares shall be deemed to continue
during any period in which (i) the person has loaned such shares, provided that the person has the
power to recall such loaned shares on five business days’ notice and recalls such loaned shares
not more than five business days after being notified that any of its Stockholder Nominees will
be included in the Corporation’s proxy statement, or (ii) the person has delegated any voting
power by means of a proxy, power of attorney or other instrument or arrangement that is
revocable at any time by the person. The terms “owned,” “owning” and other variations of the
word “own” shall have correlative meanings. For purposes of this Section 11, the term
“affiliate” shall have the meaning ascribed thereto in the regulations promulgated under the
Exchange Act.

(g) An Eligible Stockholder must provide with its Notice the following information in
writing to the Secretary: (i) one or more written statements from the record holder of the shares
(and from each intermediary through which the shares are or have been held during the requisite
three-year holding period) verifying that, as of a date within seven calendar days prior to the date
the Notice is delivered to or received by the Corporation, the Eligible Stockholder owns, and has
owned continuously for the preceding three years, the Required Shares, and the Eligible
Stockholder’s agreement to provide (A) within five business days after the record date for the

11
meeting, written statements from the record holder and intermediaries verifying the Eligible
Stockholder’s continuous ownership of the Required Shares through the record date and (B)
immediate notice if the Eligible Stockholder ceases to own any of the Required Shares prior to
the date of the applicable annual meeting of stockholders; (ii) documentation satisfactory to the
Corporation demonstrating that a group of funds qualifies to be treated as one stockholder or
person for purposes of this Section 11; (iii) a representation that the Eligible Stockholder
(including each member of any group of stockholders that together is an Eligible Stockholder
hereunder): (A) intends to continue to own the Required Shares through the date of the annual
meeting, (B) acquired the Required Shares in the ordinary course of business and not with the
intent to change or influence control of the Corporation, and does not presently have such intent,
(C) has not nominated and will not nominate for election to the Board of Directors at the meeting
any person other than the Stockholder Nominee(s) being nominated pursuant to this Section 11,
(D) has not engaged and will not engage in, and has not and will not be, a “participant” in
another person’s “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in
support of the election of any individual as a director at the meeting other than its Stockholder
Nominee(s) or a Board Nominee, (E) will not distribute to any stockholder any form of proxy for
the meeting other than the form distributed by the Corporation, and (F) has provided and will
provide facts, statements and other information in all communications with the Corporation and
its stockholders that are or will be true and correct in all material respects and do not and will not
omit to state a material fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading; (iv) the written consent of each
Stockholder Nominee to be named in the Corporation’s proxy statement as a nominee and to
serve as a director if elected; (v) a copy of the Schedule 14N that has been filed with the SEC as
required by Rule 14a-18 under the Exchange Act; (vi) any other information that would be
required to be provided by a stockholder seeking to nominate directors pursuant to paragraph
(a)(2) of Section 10 of this Article II; (vii) in the case of a nomination by a group of stockholders
that together is an Eligible Stockholder, the designation by all group members of one group
member that is authorized to act on behalf of all members of the nominating stockholder group
with respect to the nomination and matters related thereto, including withdrawal of the
nomination; and (viii) an undertaking that the Eligible Stockholder agrees to (A) assume all
liability stemming from any legal or regulatory violation arising out of the Eligible Stockholder’s
communications with the Corporation’s stockholders or out of the information that the Eligible
Stockholder provides to the Corporation, (B) in a form satisfactory to the Corporation, indemnify
and hold harmless the Corporation and each of its directors, officers and employees individually
against any liability, loss or damages in connection with any threatened or pending action, suit or
proceeding, whether legal, administrative or investigative, against the Corporation or any of its
directors, officers or employees arising out of any nomination submitted by the Eligible
Stockholder pursuant to this Section 11, (C) file with the SEC any solicitation or other
communication with the Corporation’s stockholders relating to the meeting at which the
Stockholder Nominee will be nominated, regardless of whether any such filing is required under
Section 14 of the Exchange Act and the rules and regulations promulgated thereunder or whether
any exemption from filing is available for such solicitation or other communication under
Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, and (D)
comply with all other applicable laws, rules, regulations and listing standards with respect to any
solicitation in connection with the meeting.

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 (h) The Eligible Stockholder may include with its Notice, a written statement for
inclusion in the Corporation’s proxy statement for the meeting, not to exceed 500 words in
support of each Stockholder Nominee, in support of the Stockholder Nominee’s candidacy (the
“Statement”). Notwithstanding anything to the contrary contained in this Article II, the
Corporation may omit from its proxy statement any information or Statement that it believes
would violate any applicable law, rule, regulation or listing standard.

(i) Each Stockholder Nominee must (i) provide within five business days of the
Corporation’s request an executed agreement, in a form deemed satisfactory to the Corporation,
that (A) the Stockholder Nominee has read and agrees to adhere to the Corporation’s Corporate
Governance Guidelines, the Corporation’s Code of Business Conduct and Ethics for Directors
and any other Corporation policies and guidelines applicable to directors, including with regard
to securities trading, (B) the Stockholder Nominee is not and will not become a party to (1) any
agreement, arrangement or understanding with, and has not given any commitment or assurance
to, any person or entity as to how such person, if elected as a director of the Corporation, will act
or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the
Corporation or (2) any Voting Commitment that could limit or interfere with such person’s
ability to comply, if elected as a Director of the Corporation, with such person’s fiduciary duties
under applicable law, (C) the Stockholder Nominee is not and will not become a party to any
agreement, arrangement or understanding with any person or entity other than the Corporation
with respect to any direct or indirect compensation, reimbursement or indemnification (a
“Compensation Arrangement”) in connection with such person’s nomination for director and/or
service as a director that has not been disclosed to the Corporation; (ii) complete, sign and
submit all questionnaires required of the Corporation’s Board of Directors within five business
days of receipt of each such questionnaire from the Corporation; and (iii) provide within five
business days of the Corporation’s request such additional information as the Corporation
determines may be necessary to permit the Board of Directors to determine whether such
Stockholder Nominee meets the requirements of this Section 11 and/or the Corporation’s
requirements with regard to director qualifications and policies and guidelines applicable to
directors, including whether (A) such Stockholder Nominee is independent under the committee
independence requirements set forth in the rules of the principal U.S. exchange on which shares
of the Corporation are listed, the listing standards of each U.S. exchange upon which the capital
stock of the Corporation is listed, any applicable rules of the Securities and Exchange
Commission, and any publicly disclosed standards used by the Board of Directors in determining
and disclosing the independence of the directors (the “Independence Standards”), (B) such
Stockholder Nominee has any direct or indirect relationship with the Corporation that has not
been deemed categorically immaterial pursuant to the Corporation’s Corporate Governance
Guidelines, and (C) such Stockholder Nominee is not and has not been subject to (1) any event
specified in Item 401(f) of Regulation S-K under the Securities Act of 1933, as amended (the
“Securities Act”) or (2) any order of the type specified in Rule 506(d) of Regulation D under the
Securities Act.

(j) In the event that any information or communications provided by the Eligible
Stockholder or Stockholder Nominee to the Corporation or its stockholders ceases to be true and
correct in any respect or omits a fact necessary to make the statements made, in light of the
circumstances under which they were made, not misleading, each Eligible Stockholder or
Stockholder Nominee, as the case may be, shall promptly notify the Secretary of any such

13
inaccuracy or omission in such previously provided information and of the information that is
required to make such information or communication true and correct; it being understood that
providing any such notification shall not be deemed to cure any defect or limit the Corporation’s
right to omit a Stockholder Nominee from its proxy materials as provided in this Section 11.

(k) The Corporation shall not be required to include, pursuant to this Section 11, a
Stockholder Nominee in its proxy statement (or, if the proxy statement has already been filed, to
allow the nomination of a Stockholder Nominee, notwithstanding that proxies in respect of such
vote may have been received by the Corporation) (i) if the Eligible Stockholder who has
nominated such Stockholder Nominee has nominated for election to the Board of Directors at the
meeting any person other than pursuant to this Section 11, or has or is engaged in, or has been or
is a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under
the Exchange Act in support of the election of any individual as a director at the meeting other
than its Stockholder Nominee(s) or a Board Nominee, (ii) who is not independent under the
Independence Standards, (iii) whose election as a member of the Board of Directors would
violate or cause the Corporation to be in violation of these Bylaws, the Corporation’s certificate
of incorporation, the Corporation’s Corporate Governance Guidelines, the Corporation’s Code of
Business Conduct and Ethics for Directors or other document setting forth qualifications for
directors, the listing standards of any exchange upon which the Corporation’s capital stock is
listed, or any applicable state or federal law, rule or regulation, (iv) if the Stockholder Nominee
is or becomes a party to any undisclosed Voting Commitment, (v) if the Stockholder Nominee is
or becomes a party to any undisclosed Compensation Agreement, (vi) who is or has been, within
the past three years, an officer or director of a competitor, as defined in Section 8 of the Clayton
Antitrust Act of 1914, (vii) whose then- current or within the preceding ten years’ business or
personal interests place such Stockholder Nominee in a conflict of interest with the Corporation
or any of its subsidiaries that would cause such Stockholder Nominee to violate any fiduciary
duties of directors established pursuant to Delaware law, including but not limited to the duty of
loyalty and duty of care, (viii) who is a named subject of a pending criminal proceeding
(excluding traffic violations and other minor offenses) or has been convicted in such a criminal
proceeding within the past ten years, (ix) who is subject to any order of the type specified in Rule
506(d) of Regulation D under the Securities Act, or (x) if such Stockholder Nominee or the
applicable Eligible Stockholder shall have provided information to the Corporation in respect of
such nomination that was untrue in any material respect or omitted to state a material fact
necessary in order to make the statement made, in light of the circumstances under which they
were made, not misleading or shall have breached its or their agreements, representations,
undertakings and/or obligations pursuant to this Section 11.

(l) Notwithstanding anything to the contrary set forth herein, if (i) the Stockholder
Nominee and/or the applicable Eligible Stockholder shall have breached its or their agreements,
representations, undertakings and/or obligations pursuant to this Section 11, as determined by the
Board of Directors or the person presiding at the meeting, or (ii) the Eligible Stockholder (or a
qualified representative thereof) does not appear at the meeting to present any nomination
pursuant to this Section 11, (x) the Board of Directors or the person presiding at the meeting
shall be entitled to declare a nomination by an Eligible Stockholder to be invalid, and such
nomination shall be disregarded notwithstanding that proxies in respect of such vote may have
been received by the Corporation and (y) the Corporation shall not be required to include in its

14
proxy statement any successor or replacement nominee proposed by the applicable Eligible
Stockholder or any other Eligible Stockholder.

(m) Any Stockholder Nominee who is included in the Corporation’s proxy statement
for a particular meeting of stockholders but either (i) withdraws from or becomes ineligible or
unavailable for election at the meeting or (ii) does not receive a number of votes cast in favor of
his or her election at least equal to 25% of the shares present in person or represented by proxy at
the annual meeting and entitled to vote on the Stockholder Nominee’s election, shall be
ineligible to be included in the Corporation’s proxy statement as a Stockholder Nominee
pursuant to this Section 11 for the next two annual meetings of stockholders following the
meeting for which the Stockholder Nominee has been nominated for election.

(n) The Board of Directors (and any other person or body authorized by the Board of
Directors) shall have the power and authority to interpret this Section 11 and to make any and all
determinations necessary or advisable to apply this Section 11 to any persons, facts or
circumstances, including the power to determine (i) whether a person or group of persons
qualifies as an Eligible Stockholder, (ii) whether outstanding shares of the Corporation’s capital
stock are “owned” for purposes of meeting the ownership requirements of this Section 11, (iii)
whether a notice complies with the requirements of this Section 11, (iv) whether a person
satisfies the qualifications and requirements to be a Stockholder Nominee, (v) whether inclusion
of the Required Information in the Corporation’s proxy statement is consistent with all
applicable laws, rules, regulations and listing standards, and (vi) whether any and all
requirements of this Section 11 have been satisfied. Any such interpretation or determination
adopted in good faith by the Board of Directors (or any other person or body authorized by the
Board of Directors) shall be conclusive and binding on all persons, including the Corporation
and all record or beneficial owners of stock of the Corporation.

ARTICLE III

DIRECTORS

Section 1. Number and Election of Directors.

(a) Subject to the rights, if any, of the holders of preferred stock of the Corporation to
elect directors of the Corporation, the Board of Directors shall consist of not less than nine nor
more than 21 members with the exact number of directors to be determined from time to time
solely by resolution duly adopted by the Board of Directors. Except as provided in Section 3 of
this Article, directors shall be elected by a “majority of votes cast” (as defined herein) at the
Annual Meeting of stockholders to hold office as provided by Article FIFTH of the Certificate of
Incorporation, unless the election is contested, in which case directors shall be elected by a
plurality of votes cast. An election shall be contested if, as determined by the Board of
Directors, the number of nominees exceeds the number of directors to be elected. For the
purposes of this Section, a “majority of votes cast” means that the number of shares voted “for” a
director exceeds the number of votes cast “against” that director. Each director, including a
director elected to fill a vacancy, shall hold office until his or her successor is elected and
qualified or until his or her earlier death, resignation or removal. Directors need not be
stockholders.

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 (b) If a Director in an uncontested election does not receive a majority of votes cast
for his or her election, the director shall, within ten business days of certification of election
results, submit to the Board a letter of resignation for consideration by the Governance and
Nominating Committee. The Governance and Nominating Committee shall promptly assess the
appropriateness of such nominee continuing to serve as a director and recommend to the Board
the action to be taken with respect to such tendered resignation. The Board will determine
whether to accept or reject such resignation, or what other action should be taken, within 90 days
from the date of the certification of election results.

Section 2. Resignation of Directors. Any director may resign at any time effective
upon giving written notice to the Corporation, unless the notice specifies a later time for the
effectiveness of such resignation.

Section 3. Vacancies. Any vacancy on the Board of Directors, howsoever resulting

may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole
remaining director. Any director elected to fill a vacancy shall hold office for a term as specified
in Article FIFTH of the Certificate of Incorporation.

Section 4. Duties and Powers. The business of the Corporation shall be managed by
or under the direction of the Board of Directors which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by the
stockholders.

Section 5. Chairman of the Board. The Board of Directors shall annually elect one of
its members to be Chairman of the Board and shall fill any vacancy in the position of Chairman
of the Board at such time and in such manner as the Board of Directors shall determine. The
Chairman of the Board shall preside at all meetings of the Board of Directors and of
stockholders. The Chairman shall perform such other duties and services as shall be assigned to
or required of the Chairman by the Board of Directors.

Section 6. Meetings. The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware. Regular meetings of the
Board of Directors may be held without notice at such time and at such place as may from time
to time be determined by the Board of Directors. Special meetings of the Board of Directors
may be called by the Chairman of the Board of Directors, the Chief Executive Officer, the
President or by a majority of the Board of Directors. Notice thereof, stating the place, date and
hour of the meeting, shall be given to each director either by mail not less than four days before
the date of the meeting, or personally or by telephone, telegram, telex or similar means of
communication on 12 hours’ notice, or on such shorter notice as the person or persons calling
such meeting may deem necessary or appropriate in the circumstances.

Section 7. Quorum; Action of Board of Directors. Except as may be otherwise

specifically provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of
the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for
the transaction of business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be

16
present at any meeting of the Board of Directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the meeting, until a
quorum shall be present.

Section 8. Action by Written Consent. Any action required or permitted to be taken

at any meeting of the Board of Directors or of any committee thereof may be taken without a
meeting, if all the members of the Board of Directors or committee, as the case may be, consent
thereto in writing, or by electronic transmission, and the writing or writings or electronic
transmissions are filed with the minutes of proceedings of the Board of Directors or committee.
Such filing shall be in paper form if the minutes are maintained in paper form and shall be in
electronic form if the minutes are maintained in electronic form.

Section 9. Meetings by Means of Conference Telephone. Members of the Board of

Directors of the Corporation, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors or such committee by means of a conference
telephone or similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to this Section 9 shall
constitute presence in person at such meeting.

Section 10. Committees. The Board of Directors may, by resolution passed by a

majority of the whole Board of Directors, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. The Board of Directors may designate
one or more directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of any such committee. In the absence or disqualification of
a member of a committee, and in the absence of a designation by the Board of Directors of an
alternate member to replace the absent or disqualified member, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any absent or disqualified member. Any committee, to the extent
allowed by law and provided in the resolution establishing such committee, shall have and may
exercise all the powers and authority of the Board of Directors in the management of the
business and affairs of the Corporation. The Board of Directors shall have the power to
prescribe the manner in which proceedings of any such committee shall be conducted. In the
absence of any such prescription, such committee shall have the power to prescribe the manner
in which its proceedings shall be conducted. Unless the Board of Directors or such committee
shall otherwise provide, regular and special meetings and other actions of any such committee
shall be governed by the provisions of this Article III applicable to meetings and actions of the
Board of Directors. Each committee shall keep regular minutes and report to the Board of
Directors when required.

Section 11. Fees and Compensation. Directors and members of committees may
receive such compensation, if any, for their services, and such reimbursement for expenses, as
may be fixed or determined by the Board of Directors.

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 ARTICLE IV

OFFICERS

Section 1. General. The officers of the Corporation shall be chosen by the Board of
Directors and shall be a Chief Executive Officer, a President, a Secretary and a Treasurer. The
Board of Directors, in its sole discretion, may also choose one or more Executive Vice
Presidents, Senior Vice Presidents, Vice Presidents, Assistant Secretaries, Assistant Treasurers
and other officers. Any number of offices may be held by the same person, unless otherwise
prohibited by law, the Certificate of Incorporation or these Bylaws.

Section 2. Election. The Board of Directors at its first meeting held after each
Annual Meeting of stockholders shall elect the officers of the Corporation who shall hold their
offices for such terms and shall exercise such powers and perform such duties as shall be
determined from time to time solely by the Board of Directors, which determination may be by
resolution of the Board of Directors or in any bylaw provision duly adopted or approved by the
Board of Directors; and all officers of the Corporation shall hold office until their successors are
chosen and qualified, or until their earlier resignation or removal. Any officer elected by the
Board of Directors may be removed at any time by the Board of Directors with or without cause.
Any vacancy occurring in any office of the Corporation may be filled only by the Board of
Directors.

Section 3. Chief Executive Officer. The Chief Executive Officer of the Corporation
shall, subject to the provisions of these Bylaws and the control of the Board of Directors, have
general and active management, direction and supervision over the business of the Corporation
and over its officers. He shall perform all duties incident to the office of chief executive and
such other duties as from time to time may be assigned to him by the Board of Directors. The
Chief Executive Officer shall report directly to the Board of Directors and shall have the right to
delegate any of his powers to any other officer or employee.

Section 4. President. The President shall report and be responsible to the Chief
Executive Officer. The President shall have such powers and perform such duties as from time
to time may be assigned or delegated to him by the Board of Directors or the Chief Executive
Officer or are incident to the office of President.

Section 5. Executive Vice Presidents. The Executive Vice Presidents shall have such
powers and perform such duties as from time to time may be prescribed for them respectively by
the Board of Directors or are incident to the office of Executive Vice President.

Section 6. Senior Vice Presidents. The Senior Vice Presidents shall have such
powers and perform such duties as from time to time may be prescribed for them respectively by
the Board of Directors or are incident to the office of Senior Vice President.

Section 7. Vice Presidents. The Vice Presidents shall have such powers and perform
such duties as from time to time may be prescribed for them respectively by the Board of
Directors or are incident to the office of Vice President.

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 Section 8. Secretary. The Secretary shall keep or cause to be kept, at the principal
executive office or such other place as the Board of Directors may order, a book of minutes of all
meetings of stockholders, the Board of Directors and its committees, with the time and place of
holding, whether regular or special, and if special, how authorized, the notice thereof given, the
names of those present at Board of Directors and committee meetings, the number of shares
present or represented at stockholders’ meetings, and the proceedings thereof. The Secretary
shall keep, or cause to be kept, a copy of the Bylaws of the Corporation at the principal executive
office or business office of the Corporation.

The Secretary shall keep, or cause to be kept, at the principal executive office or at the
office of the Corporation’s transfer agent or registrar, if one be appointed, a stock register, or a
duplicate stock register, showing the names of the stockholders and their addresses, the number
and classes of shares held by each and, for holders of certificated shares, the number and date of
certificates issued for the same and the number and date of cancellation of every certificate
surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all meetings of the stockholders
and of the Board of Directors and any committees thereof required by these Bylaws or by law to
be given, shall keep the seal of the Corporation in safe custody, and shall have such other powers
and perform such other duties as may be prescribed by the Board of Directors.

Section 9. Treasurer. The Treasurer shall have the custody of the corporate funds
and securities of the Corporation and shall keep and maintain, or cause to be kept and
maintained, adequate and correct accounts of the properties and business transactions of the
Corporation, and shall send or cause to be sent to the stockholders of the Corporation such
financial statements and reports as are by law or these Bylaws required to be sent to them.

The Treasurer shall deposit all moneys and valuables in the name and to the credit of the
Corporation with such depositaries as may be designated by the Board of Directors. The
Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of
Directors, shall render to the Chief Executive Officer, the President and directors, whenever they
request it, an account of all transactions and of the financial condition of the Corporation, and
shall have such other powers and perform such other duties as may be prescribed by the Board of
Directors.

Section 10. Other Officers. Such other officers or assistant officers as the Board of
Directors may choose shall perform such duties and have such powers as from time to time may
be assigned to them by the Board of Directors. The Board of Directors may delegate to any
other officer of the Corporation the power to choose such other officers and to prescribe their
respective duties and powers.

Section 11. Execution of Contracts and Other Documents. Each officer of the
Corporation may execute, affix the corporate seal and/or deliver, in the name and on behalf of
the Corporation, deeds, mortgages, notes, bonds, contracts, agreements, powers of attorney,
guarantees, settlements, releases, evidences of indebtedness, conveyances, or any other
document or instrument which is authorized by the Board of Directors or is required to be
executed in the ordinary course of business, except in cases where the execution, affixation of

19
the corporate seal and/or delivery thereof shall be expressly and exclusively delegated by the
Board of Directors to some other officer or agent of the Corporation.

ARTICLE V

STOCK

Section 1. Stock Certificates.

(a) From and after October 16, 2013, all shares of any or all of the Corporation’s
classes or series of stock shall be issued, recorded and transferred exclusively in uncertificated
book-entry form in accordance with a direct registration program operated by a clearing agency
registered under Section 17A of the United States Securities and Exchange Act. Any certificates
for shares of the Corporation that were issued prior to October 16, 2013 shall continue to be
certificated securities of the Corporation until the certificates therefor have been surrendered to
the Corporation

(b) Within a reasonable time after the issuance or transfer of uncertificated shares, the
Corporation shall send to the registered owner thereof a written notice containing the information
required to be set forth or stated on certificates pursuant to the Delaware General Corporation
Law or a statement that the Corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative participating, optional or other special
rights of each class of stock or series thereof and the qualifications, limitations or restrictions of
such preferences and/or rights.

Section 2. Signatures.

(a) Any share represented by certificates shall be signed, in the name of the
Corporation (i) by the Chairman of the Board of Directors, the President or any Executive Vice
President, Senior Vice President or Vice President and (ii) by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the Corporation.

(b) Where a certificate is countersigned by (i) a transfer agent or (ii) a registrar, any
other signature on the certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of issue.

Section 3. Lost Certificates. The Board of Directors may direct new uncertificated
shares to be issued in place of any certificate theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of
new uncertificated shares, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate,
or his legal representative, to advertise the same in such manner as the Board of Directors shall
require and/or give the Corporation a bond in such sum as it may direct as indemnity against any

20
claim that may be made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

Section 4. Transfers. Transfers of shares of capital stock of the Corporation shall be

made only on the stock record of the Corporation by the holder of record thereof or by his
attorney thereunto authorized by the power of attorney duly executed and filed with the Secretary
of the Corporation or the transfer agent thereof and upon receipt of proper transfer instructions
from the registered owner of such shares, or from a duly authorized attorney or from an
individual presenting proper evidence of succession, assignment or authority to transfer the stock
or, in the case of certificated shares, only on surrender of any certificate or certificates
representing such shares, properly endorsed or accompanied by a duly executed stock transfer
power.

Section 5. Record Date.

(a) In order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of stock, or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be
more than 60 days nor less than 10 days before the date of such meeting, nor more than 60 days
prior to any other action. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b) Notwithstanding Section 5(a) of Article V of these Bylaws, the record date for
determining stockholders entitled to express consent to corporate action in writing without a
meeting shall be as fixed by the Board of Directors or as otherwise established under this Section
5(b). Any person seeking to have the stockholders authorize or take corporate action by written
consent without a meeting shall, by written notice addressed to the Secretary and delivered to the
Corporation, request that a record date be fixed for such purpose. The Board of Directors may
fix a record date for such purpose which shall be no more than 10 days after the date upon which
the resolution fixing the record date is adopted by the Board and shall not precede the date such
resolution is adopted. If the Board of Directors fails within 10 days after the Corporation
receives such notice to fix a record date for such purpose, the record date shall be the day on
which the first written consent is delivered to the Corporation in the manner described in Section
5(c) below unless prior action by the Board of Directors is required under the General
Corporation Law of the State of Delaware, in which event the record date shall be at the close of
business on the day on which the Board of Directors adopts the resolution taking such prior
action.

(c) Every written consent purporting to take or authorizing the taking of corporate
action and/or related revocations (each such written consent and related revocation is referred to
in this Section 5(c) of Article V of the Bylaws as a “Consent”) shall bear the date of signature of
each stockholder who signs the Consent, and no Consent shall be effective to take the corporate
action referred to therein unless, within 60 days of the earliest dated Consent delivered in the

21
manner required by this Section 5(c), Consents signed by a sufficient number of stockholders to
take such action are so delivered to the Corporation.

A Consent shall be delivered to the Corporation by delivery to its registered office in the
State of Delaware, its principal place of business, or an officer or agent of the Corporation
having custody of the book in which proceedings of meetings of stockholders are recorded.
Delivery to the Corporation’s registered office shall be made by hand or by certified or registered
mail, return receipt requested.

In the event of the delivery to the Corporation of a Consent, the Secretary of the
Corporation shall provide for the safe-keeping of such Consent and shall promptly conduct such
ministerial review of the sufficiency of the Consents and of the validity of the action to be taken
by stockholder consent as he deems necessary or appropriate, including, without limitation,
whether the holders of a number of shares having the requisite voting power to authorize or take
the action specified in the Consent have given consent; provided, however, that if the corporate
action to which the Consent relates is the removal or replacement of one or more members of the
Board of Directors, the Secretary of the Corporation shall promptly designate two persons, who
shall not be members of the Board of Directors, to serve as inspectors with respect to such
Consent and such inspectors shall discharge the functions of the Secretary of the Corporation
under this Section 5(c). If after such investigation the Secretary or the inspectors (as the case
may be) shall determine that the Consent is valid and that the action therein specified has been
validly authorized, that fact shall forthwith be certified on the records of the Corporation kept for
the purpose of recording the proceedings of meetings of stockholders, and the Consent shall be
filed in such records, at which time the Consent shall become effective as stockholder action. In
conducting the investigation required by this Section 5(c), the Secretary or the inspectors (as the
case may be) may, at the expense of the Corporation, retain special legal counsel and any other
necessary or appropriate professional advisors, and such other personnel as they may deem
necessary or appropriate to assist them, and shall be fully protected in relying in good faith upon
the opinion of such counsel or advisors.

Section 6. Beneficial Owners. The Corporation shall be entitled to recognize the

exclusive right of a person registered on its books as the owner of shares to receive dividends,
and to vote as such owner, and to hold liable for calls and assessments a person registered on its
books as the owner of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by law.

Section 7. Certain Security Repurchases. The Corporation shall not acquire any of
its voting equity securities at a price exceeding the greater of the then-current market price of
such securities or the average market price of such securities for the preceding thirty trading days
from any person or group who or that is the beneficial owner of more than 2% of the
Corporation’s voting securities, unless the acquisition of such securities is (a) effected pursuant
to the same offer and on terms extended to all holders of securities of such class and to all
holders of any other class from or into which such securities may be converted, or (b) approved
by a vote of a majority of the shares cast, excluding those owned by the beneficial owner whose
shares are being acquired by the Corporation. This provision shall not restrict the Corporation
from acquiring shares in other circumstances, including: (i) reacquiring shares in the open market

22
or in block trades pursuant to a stock repurchase program approved by the Board of Directors, in
each case in accordance with the requirements of Securities and Exchange Commission Rule
10b-18 or any successor rule, or (ii) reacquiring shares pursuant to the terms of a stock option
plan that has been approved by a vote of a majority of the shares of common stock.

Section 8. Stockholder Rights Plans.

(a) Notwithstanding anything in these Bylaws to the contrary, the adoption of a

stockholder rights plan, rights agreement or any other form of distribution to stockholders which
is designed to or has the effect of making an acquisition of large holdings of the Corporation’s
shares of common stock more difficult or expensive (“Stockholder Rights Plan”) shall require
the affirmative vote of a majority of the members of the Board of Directors including a majority
of members who have been determined by the Board of Directors to be independent pursuant to
the requirements of any policy of the Corporation and any applicable regulatory listing
requirement (“Independent Members”).

(b) Any Stockholder Rights Plan adopted after the effective date of this Section shall
expire no later than one year following the date of its adoption or the most recent extension
pursuant to clause (2) below unless (1) a majority of the Board including a majority of the
Independent Members determines to extend the term of the Stockholder Rights Plan or any rights
or options provided thereunder, in which case the Stockholder Rights Plan will remain in effect
until the completion of the next Annual Meeting of Stockholders or (2) the Board unanimously
determines that it is in the best interest of stockholders to extend the term of the Stockholder
Rights Plan or any rights or options provided thereunder notwithstanding any absence of
stockholder ratification.

(c) Paragraphs (a) and (b) of this Section shall not apply to any Stockholder Rights
Plan ratified by the stockholders.

(d) Any decision by the Board of Directors to repeal or amend this Section shall
require the affirmative vote of a majority of the Board including a majority of the Independent
Members of the Board of Directors.

ARTICLE VI

NOTICES

Section 1. Notices. Whenever written notice is required by law, the Certificate of

Incorporation or these Bylaws, to be given to any director or stockholder, such notice may be
given by mail, addressed to such director or stockholder, at his address as it appears on the
records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail. Written notice may
also be given personally or by telegram, telex, cable or facsimile or (to the extent permitted by
law) other electronic transmission followed, if required by law, by deposit in the United States
mail, with postage prepaid.

Section 2. Waivers of Notice. Whenever any notice is required by law, the

Certificate of Incorporation or these Bylaws, to be given to any director or stockholder, a waiver

23
thereof in writing, signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Disbursements. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or persons as the
Board of Directors may from time to time designate.

Section 2. Fiscal Year. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

Section 3. Voting Securities Owned by the Corporation. Powers of attorney, proxies,

waivers of notice of meeting, consents and other instruments relating to securities owned by the
Corporation may be executed in the name of and on behalf of the Corporation by the Chairman
of the Board of Directors, the Chief Executive Officer or the President or any other officer or
officers authorized by the Board of Directors, the Chairman of the Board of Directors, the Chief
Executive Officer or the President, and any such officer may, in the name of and on behalf of the
Corporation, vote, represent and exercise on behalf of the Corporation all rights incident to any
and all shares of any other corporation or corporations standing in the name of the Corporation
and take all such action as any such officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may own securities
and at any such meeting shall possess and may exercise any and all rights and power incident to
the ownership of such securities and which, as the owner thereof, the Corporation might have
exercised and possessed if present. The Board of Directors may, by resolution, from time to time
confer like powers upon any other person or persons.

Section 4. Forum for Adjudication of Disputes. Unless the Corporation consents in

writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware
(or, if and only if the Court of Chancery of the State of Delaware lacks subject matter
jurisdiction, any state court located within the State of Delaware or, if and only if all such state
courts lack subject matter jurisdiction, the federal district court for the District of Delaware)
shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any
derivative action or proceeding brought on behalf of the Corporation, (b) any action or
proceeding asserting a claim of breach of a fiduciary duty owed by any current or former
director, officer or stockholder of the Corporation to the Corporation or the Corporation’s
stockholders, (c) any action or proceeding asserting a claim arising pursuant to, or seeking to
enforce any right, obligation or remedy under, any provision of the General Corporation Law of
the State of Delaware, the Certificate of Incorporation or these Bylaws (as each may be amended
from time to time), (d) any action or proceeding as to which the General Corporation Law of the
State of Delaware confers jurisdiction on the Court of Chancery of the State of Delaware, or (e)
any action or proceeding asserting a claim governed by the internal affairs doctrine. Any person
or entity purchasing or otherwise acquiring or holding or owning (or continuing to hold or own)
any interest in shares of capital stock of the Corporation shall be deemed to have notice of and
consented to the provisions of this Bylaw.

24
 ARTICLE VIII

INDEMNIFICATION

Section 1. General. The Corporation shall indemnify to the full extent authorized or
permitted by law (as now or hereafter in effect) any person made, or threatened to be made, a
defendant or witness to any action, suit or proceeding (whether civil or criminal or otherwise) by
reason of the fact that he, his testator or intestate, is or was a director or officer of the
Corporation or by reason of the fact that such director or officer, at the request of the
Corporation, is or was serving any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, in any capacity. Nothing contained herein shall affect any rights
to indemnification to which employees other than directors and officers may be entitled by law.
No amendment or repeal of this Section 1 shall apply to or have any effect on any right to
indemnification provided hereunder with respect to any acts or omissions occurring prior to such
amendment or repeal.

Section 2. Further Assurance. In furtherance and not in limitation of the powers

conferred by statute:

(a) the Corporation may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Corporation, or is serving at the
request of the Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him against such
liability under the provisions of law; and the Corporation may create a trust fund, grant a security
interest and/or use other means (including, without limitation, letters of credit, surety bonds
and/or other similar arrangements), as well as enter into contracts providing indemnification to
the full extent authorized or permitted by law and including as part thereof provisions with
respect to any or all of the foregoing to ensure the payment of such amounts as may become
necessary to effect indemnification as provided therein, or elsewhere.

ARTICLE IX

AMENDMENTS

Section 1. General. These Bylaws may be altered, amended or repealed, in whole or

in part, or new Bylaws may be adopted by either the holders of a majority of the outstanding
capital stock entitled to vote thereon or by the Board of Directors.

ARTICLE X

EMERGENCY PROVISIONS

Section 1. General. The provisions of this Article X shall be operative only during a
national emergency declared by the President of the United States or the person performing the
President’s functions, or in the event of a nuclear, atomic or other attack on the United States or a

25
disaster making it impossible or impracticable for the Corporation to conduct its business
without recourse to the provisions of this Article X. Said provisions in such event shall override
all other Bylaws of the Corporation in conflict with any provisions of this Article X, and shall
remain operative so long as it remains impossible or impracticable to continue the business of the
Corporation otherwise, but thereafter shall be inoperative; provided that all actions taken in good
faith pursuant to such provisions shall thereafter remain in full force and effect unless and until
revoked by action taken pursuant to the provisions of the Bylaws other than those contained in
this Article X.

Section 2. Unavailable Directors. All directors of the Corporation who are not
available to perform their duties as directors by reason of physical or mental incapacity or for
any other reason or who are unwilling to perform their duties or whose whereabouts are
unknown shall automatically cease to be directors, with like effect as if such persons had
resigned as directors, so long as such unavailability continues.

Section 3. Authorized Number of Directors. The authorized number of directors

shall be the number of directors remaining after eliminating those who have ceased to be
directors pursuant to Section 2 of this Article X, or the minimum number required by law,
whichever number is greater.

Section 4. Quorum. The number of directors necessary to constitute a quorum shall

be one-third of the authorized number of directors as specified in Section 3 of this Article X, or
such other minimum number as, pursuant to the law or lawful decree then in force, it is possible
for the Bylaws of a Corporation to specify.

Section 5. Creation of Emergency Committee. In the event the number of directors

remaining after eliminating those who have ceased to be directors pursuant to Section 2 of this
Article X is less than the minimum number of authorized directors required by law, then until the
appointment of additional directors to make up such required minimum, all the powers and
authorities which the Board of Directors could by law delegate including all powers and
authorities which the Board of Directors could delegate to a committee, shall be automatically
vested in an emergency committee, and the emergency committee shall thereafter manage the
affairs of the Corporation pursuant to such powers and authorities and shall have all other powers
and authorities as may by law or lawful decree be conferred on any person or body of persons
during a period of emergency.

Section 6. Constitution of Emergency Committee. The emergency committee shall

consist of all the directors remaining after eliminating those who have ceased to be directors
pursuant to Section 2 of this Article X, provided that such remaining directors are not less than
three in number. In the event such remaining directors are less than three in number, the
emergency committee shall consist of three persons, who shall be the remaining director or
directors and either one or two officers or employees of the Corporation, as the remaining
director or directors may in writing designate. If there is no remaining director, the emergency
committee shall consist of the three most senior officers of the Corporation who are available to
serve, and if and to the extent that officers are not available, the most senior employees of the
Corporation. Seniority shall be determined in accordance with any designation of seniority in
the minutes of the proceedings of the Board, and in the absence of such designation, shall be

26
determined by rate of remuneration. In the event that there are no remaining directors and no
officers or employees of the Corporation available, the emergency committee shall consist of
three persons designated in writing by the stockholder owning the largest number of shares of
record as of the date of the last record date.

Section 7. Powers of Emergency Committee. The emergency committee, once

appointed, shall govern its own procedures and shall have power to increase the number of
members thereof beyond the original number, and in the event of a vacancy or vacancies therein,
arising at any time, the remaining member or members of the emergency committee shall have
the power to fill such vacancy or vacancies. In the event at any time after its appointment all
members of the emergency committee shall die or resign or become unavailable to act for any
reason whatsoever, a new emergency committee shall be appointed in accordance with the
foregoing provisions of this Article X.

Section 8. Directors Becoming Available. Any person who has ceased to be a

director pursuant to the provisions of Section 2 of this Article X and who thereafter becomes
available to serve as a director shall automatically become a member of the emergency
committee.

Section 9. Election of Board of Directors. The emergency committee shall, as soon

after its appointment as is practicable, take all requisite action to secure the election of a board of
directors, and upon such election all the powers and authorities of the emergency committee
shall cease.

Section 10. Termination of Emergency Committee. In the event, after the

appointment of an emergency committee, a sufficient number of persons who ceased to be
directors pursuant to Section 2 of this Article X become available to serve as directors, so that if
they had not ceased to be directors as aforesaid, there would be enough directors to constitute the
minimum number of directors required by law, then all such persons shall automatically be
deemed to be reappointed as directors and the powers and authorities of the emergency
committee shall be at an end.

27
CORPORATE GOVERNANCE GUIDELINES
(As amended and restated by the Board of Directors through October 2014)

COMPOSITION OF THE BOARD OF DIRECTORS

The Certificate of Incorporation of The Walt Disney Company provides that the Board
of Directors shall consist of not less than nine or more than 21 Directors, with the exact
number being determined from time to time by resolution of the Board. The Board
believes that a desirable target number of Directors is 9 to 13, allowing, however, for
changing circumstances that may warrant a higher or lower number.
It is the policy of the Board of Directors that the Board at all times reflect the following
characteristics.
Each Director shall at all times represent the interests of the shareholders of the
Company.
Each Director shall at all times exhibit high standards of integrity, commitment and
independence of thought and judgment.
Each Director shall dedicate sufficient time, energy and attention to ensure the diligent
performance of his or her duties, including by attending shareholder meetings and
meetings of the Board and Committees of which he or she is a member, and by
reviewing in advance all meeting materials.
The Board shall meet the standards of independence from the Company and its
management set forth under “Director Independence” below.
The Board shall encompass a range of talent, skill and expertise sufficient to provide
sound and prudent guidance with respect to all of the Company’s operations and
interests.
The Board shall reflect the diversity of the Company’s shareholders, employees,
customers, guests and communities.

FUNCTIONS OF THE BOARD OF DIRECTORS

The responsibility of the Board of Directors is to supervise and direct the management
of the Company in the interest and for the benefit of the Company’s shareholders. To
that end, the Board of Directors shall, acting directly or through Committees, have the
following duties:
1. Overseeing the conduct of the Company’s business to evaluate whether the
business is being properly managed;
2. Reviewing and, where appropriate, approving the Company’s major financial
objectives, plans and actions;
3. Reviewing and, where appropriate, approving major changes in, and determinations
of other major issues respecting, the appropriate auditing and accounting principles

© Disney. All Rights Reserved.

 and practices to be used in the preparation of the Company’s financial statements;
4. Assessing major risk factors relating to the Company and its performance, and
reviewing measures to address and mitigate such risks;
5. Regularly evaluating the performance and approving the compensation of the
Chief Executive Officer and, with the advice of the Chief Executive Officer, regularly
evaluating the performance of principal senior executives; and
6. Planning for succession with respect to the position of Chief Executive Officer and
monitoring management’s succession planning for other key executives.
7. The Board of Directors has delegated to the Chief Executive Officer, working with
the other executive officers of the Company and its affiliates, the authority and
responsibility for managing the business of the Company in a manner consistent
with the standards of the Company, and in accordance with any specific plans,
instructions or directions of the Board.
The Chief Executive Officer shall seek the advice and, in appropriate situations, the
approval of the Board with respect to extraordinary actions to be undertaken by the
Company, including those that would make a significant change in the financial structure
or control of the Company, the acquisition or disposition of any significant business or
the entry of the Company into a major new line of business.

DIRECTOR INDEPENDENCE
It is the policy of the Board of Directors that a substantial majority of Directors be
independent of the Company and of the Company’s management. For a Director to
be deemed “independent,” the Board shall affirmatively determine that the Director
has no material relationship with the Company or its affiliates or any member of
the senior management of the Company or his or her affiliates. This determination
shall be disclosed in the proxy statement for each annual meeting of the Company’s
shareholders. In making this determination, the Board shall apply the following
standards:

• A Director who is, or has been within the last three years, an employee of the
Company, or whose immediate family member is, or has been within the last three
years an executive officer of the Company, may not be deemed independent.
Employment as an interim Chairman or Chief Executive Officer will not disqualify a
Director from being considered independent following that employment.

• A Director who has received, or who has an immediate family member who has
received, during any twelve-month period within the last three years, more than
$120,000 in direct compensation from the Company, other than director and
committee fees and pension or other forms of deferred compensation for prior
service (provided such compensation is not contingent in any way on continued
service), may not be deemed independent. Compensation received by a Director for
former service as an interim Chairman or Chief Executive Officer and compensation
received by an immediate family member for service as a non-executive employee
of the Company will not be considered in determining independence under this

© Disney. All Rights Reserved.

 test.

• (A) A Director who is a current partner or employee of a firm that is the Company’s
external auditor; (B) a Director who has an immediate family member who is a
current partner of such firm; (C) a Director who has an immediate family member
who is a current employee of such a firm and personally works on the Company’s
audit; or (D) a Director who was, or whose immediate family member was, within the
last three years a partner or employee of such a firm and personally worked on the
Company’s audit within that time may not be deemed independent.

• A Director who is, or whose immediate family member is, or has been within the last
three years, employed as an executive officer of another company where any of the
Company’s present executive officers at the time serves or served on that company’s
compensation committee may not be deemed independent.

• A Director who is a current employee or general partner, or whose immediate family

member is a current executive officer or general partner, of an entity that has made
payments to, or received payments from, the Company for property or services in an
amount which, in any of the last three fiscal years, exceeds the greater of $1 million
or 2% of such other entity’s consolidated gross revenues, may not be deemed
independent.
Further to the provision above that applies to goods and services generally, a Director
may not be deemed independent if
1. the Director or his or her spouse, parent, sibling or child is a provider of professional
services (such as legal, accounting or investment banking services) to the Company,
any of its affiliates, any executive officer or any affiliate of an executive officer,
2. the Director or his or her spouse is an executive officer, general partner or significant
equity holder (i.e., in excess of 10%) of an entity that provides professional services
to the Company, any of its affiliates, any executive officer or any affiliate of an
executive officer, or
3. the Director’s parent, sibling or child is an executive officer, general partner or
significant equity holder (i.e., in excess of 10%) who participates substantively in an
entity’s provision of professional services to the Company, any of its affiliates, any
executive officer or any affiliate of an executive officer,
and the Director, family member or entity received payments with respect to such
services in an amount which, in the preceding twelve months, exceeded $100,000.

• A Director who is, or whose immediate family member is employed as an executive

officer of a tax-exempt entity that received significant contributions (i.e., more than
2% of the annual revenues received by the entity or more than $200,000 in a single
fiscal year, whichever amount is lower) from the Company, any of its affiliates, any
executive officer or any affiliate of an executive officer within the preceding twelve-
month period may not be deemed independent, unless the contribution was
approved in advance by the Board of Directors.
In addition, in affirmatively determining the independence of any Director who will

© Disney. All Rights Reserved.

serve on the Compensation Committee, the Board must consider all factors specifically
relevant to determining whether a Director has a relationship with the Company that is
material to that Director’s ability to be independent from management in connection
with the duties of a Compensation Committee member, including, but not limited to:
1. the source of compensation of such Director, including any consulting, advisory or
other compensatory fee paid by the Company to such Director; and
2. whether such Director is affiliated with the Company or any of its affiliates.
For purposes of these Guidelines, the terms:

• “affiliate” means any consolidated subsidiary of the Company and any other
Company or entity that controls, is controlled by or is under common control
with the Company, as evidenced by the power to elect a majority of the board of
directors or comparable governing body of such entity;

• “executive officer” means an “officer” within the meaning of Rule 16a-1(f) under the
Securities Exchange Act of 1934; and

• “immediate family” means spouse, parents, children, siblings, mothers- and fathers-
in-law, sons- and daughters-in-law, brothers- and sisters-in-law and anyone (other
than employees) sharing a person’s home, but excluding any person who is no
longer an immediate family member as a result of legal separation or divorce, or
death or incapacitation.
The Board shall undertake an annual review of the independence of all non-employee
Directors. In advance of the meeting at which this review occurs, each non-employee
Director shall be asked to provide the Board with full information regarding the
Director’s business and other relationships with the Company and its affiliates and with
senior management and their affiliates to enable the Board to evaluate the Director’s
independence.
Directors have an affirmative obligation to inform the Board of any material changes
in their circumstances or relationships that may impact their designation by the Board
as “independent.” This obligation includes all business relationships between, on the
one hand Directors or members of their immediate family, and, on the other hand,
the Company and its affiliates or members of senior management and their affiliates,
whether or not such business relationships are subject to the approval requirement of
the Board’s policy referred to in the following provision.

BUSINESS RELATIONSHIPS WITH DIRECTORS

For the purpose of minimizing the risk of actual or perceived conflicts of interest
(but without affecting any determination of Director independence pursuant to the
preceding provisions), the Board shall adopt a policy providing for the review of
transactions with the Company or any of its affiliates in which any Director (including any
member of a Director’s immediate family) has a direct or indirect material interest.

© Disney. All Rights Reserved.

STOCK OWNERSHIP BY DIRECTORS
It is the policy of the Board that all Directors, consistent with their responsibilities to
the shareholders of the Company as a whole, hold a significant equity interest in the
Company. Toward this end, the Board expects that all Directors own, or acquire within
three years of first becoming a Director, shares of common stock of the Company
(including share units under the Company’s 1997 Non-Employee Directors Stock and
Deferred Compensation Plan, or any successor plan) having a market value of at least
five times the annual Board retainer for the Director.
The Board recognizes that exceptions to this policy may be necessary or appropriate
in individual cases, and may approve such exceptions from time to time as it deems
appropriate in the interest of the Company’s shareholders.

DIRECTOR COMPENSATION
The compensation of Directors who are not employees of the Company shall be
determined annually by the Board of Directors acting upon recommendation of
the Governance and Nominating Committee, which may obtain the advice of such
experts as the Committee deems appropriate. Compensation may be paid in the form
of cash or equity interests in the Company or such other forms as the Board deems
appropriate and shall be at levels that are consistent with those in effect for directors of
similarly situated businesses. Separate compensation may be provided to members of
Committees of the Board and additional compensation may be provided to the chairs
of Committees, to any non-executive Chairman of the Board and to any independent
Lead Director. Directors who are also employees of the Company shall not receive any
additional compensation for their service as Directors.

BOARD LEADERSHIP
The Board of Directors shall designate one of its members to serve as Chairman of the
Board. The powers and responsibilities of the Chairman of the Board shall be set forth in
the Corporation’s By-laws, as supplemented from time to time by resolution of the Board
of Directors.
The Chairman of the Board shall serve for such term as the Board shall determine. The
identity of the Chairman shall be set forth in the proxy statement for the Company’s
annual meeting, together with a method for interested parties to communicate directly
with the Chairman or with the non-management Directors as a group.
The Chairman of the Board shall in the normal course be an independent director
unless the Board concludes that, in light of the circumstances then present when any
such decision is made, the best interests of shareholders would be otherwise better
served. In any circumstances in which the Board determines that the best interests of
shareholders would be better served by a Chairman that is not an independent director,
the Board shall (a) provide a written statement in its next proxy materials discussing why
the different arrangement is in the best interests of shareholders, (b) in connection with
each proxy statement thereafter for an annual meeting after which the Board expects
the arrangement to continue, determine whether the arrangement remains in the best

© Disney. All Rights Reserved.

interests of shareholders and include a written statement in the proxy materials giving
the reasons for this determination, and (c) designate one independent Director to serve
as Lead Director, with the duties and responsibilities described below.
In the event the Board makes a determination that it is in the best interests of
shareholders for a non-independent Board member to serve as Chairman, the
independent members of the Board, after consulting with all members of the Board,
shall elect an independent director to serve as Lead Director, with the following
duties and responsibilities: Preside at all meetings of the Board of Directors at which
the Chairman is not present, including executive sessions of non-management
or independent directors; call meetings of the independent or non-management
Directors; serve as liaison between the Chairman and the independent and non-
management Directors; advise as to the scope, quality, quantity and timeliness of
information sent to the Board of Directors; in collaboration with the Chief Executive
Officer and Chairman and with input from other members of the Board develop and
have final authority to approve meeting agendas for the Board of Directors, including
assurance that there is sufficient time for discussion of all agenda items; organize and
lead the Board’s evaluation of the Chief Executive Officer; be responsible for leading the
Board’s annual self-assessment; be available for consultation and direct communication
upon the reasonable request of major shareholders; advise Committee Chairs with
respect to agendas and information needs relating to Committee meetings; provide
advice with respect to the selection of Committee Chairs; and perform such other duties
as the Board may from time to time delegate to assist the Board in the fulfillment of its
responsibilities. The Lead Director will be elected annually, and no Director shall serve
more than five terms as Lead Director unless the Board determines that it is appropriate
to extend this limit.

MANAGEMENT SUCCESSION AND REVIEW

Periodically, but no less frequently than once a year, the Chief Executive Officer of
the Company shall meet with the non-management Directors to discuss potential
successors as Chief Executive Officer. The non-management Directors shall meet in
executive session following such presentations to consider such discussions. The Chief
Executive Officer shall also have in place at all times a confidential written procedure
for the timely and efficient transfer of his or her responsibilities in the event of his or
her sudden incapacitation or departure, including recommendations for longer-term
succession arrangements. The Chief Executive Officer shall review this procedure
periodically with the Chairman of the Board (and the independent Lead Director, if any)
and the Governance and Nominating Committee.
The Chief Executive Officer shall also review periodically with the non-management
Directors the performance of other key members of the senior management of
the Company, as well as potential succession arrangements for such management
members. Any waiver of the requirements of the Company’s Standards of Business
Conduct with respect to any such member of senior management shall be reported to,
and be subject to the approval of, the Board of Directors.

© Disney. All Rights Reserved.

BOARD MEETINGS
The Chairman of the Board, in consultation with the other members of the Board, shall
determine the timing and length of the meetings of the Board. The Board expects
that five regular meetings at appropriate intervals are in general desirable for the
performance of the Board’s responsibilities. In addition to regularly scheduled meetings,
unscheduled Board meetings may be called upon appropriate notice at any time to
address specific needs of the Company.
With respect to each meeting, each Director shall be entitled to suggest the inclusion
of items on the agenda, request the presence of or a report by any member of the
Company’s senior management, or at any Board meeting raise subjects that are not on
the agenda for that meeting.
The agendas for Board meetings shall provide opportunities for the operating heads of
the major businesses of the Company to make presentations to the Board during the
course of the year. At one meeting each year the Board shall be presented the long-
term strategic plan for the Company and the principal issues that the Company expects
to face in the future. Sufficient time shall be allocated for this presentation to allow for
questions by and full discussion with the members of the Board.
The non-management Directors shall meet regularly, in executive session, without
the participation of the Chief Executive Officer or other members of the Company’s
management, to review matters concerning the relationship of the Board with the
management Directors and other members of the Company’s management and such
other matters as the Chairman (or the independent Lead Director, as appropriate) and
participating Directors may deem appropriate. The Board shall not take formal actions
at such sessions, although the participating Directors may make recommendations
for consideration by the full Board. Additional executive sessions may be scheduled
from time to time as determined by a majority of the non-management Directors in
consultation with the Chairman (or the independent Lead Director, as appropriate). In
addition, at least once a year, the independent Directors shall meet in executive session
without members of management or the non-independent Directors present.

BOARD COMMITTEES
Committees shall be established by the Board from time to time to facilitate and assist
in the execution of the Board’s responsibilities. Committees may be standing or ad hoc.
Generally, a Committee shall be constituted to address issues that, because of their
complexity, technical nature, level of detail, time requirements and/or sensitivity, cannot
be adequately addressed within the normal agenda for Board meetings.
There are currently four standing committees:

• Executive Committee

• Audit Committee

• Compensation Committee

© Disney. All Rights Reserved.

• Governance and Nominating Committee
Each Committee shall have a written charter of responsibilities, duties and authorities,
which shall periodically be reviewed by the Board. Each Committee shall report to
the full Board with respect to its activities, findings and recommendations after each
meeting.
Each Committee shall have full power and authority, in consultation with the Chairman
of the Board, to retain the services of such advisers and experts, including counsel, as
the Committee deems necessary or appropriate with respect to specific matters within
its purview.

COMMITTEE MEMBERSHIP
Each year, the Chairman of the Board, after consideration of the desires, experience and
expertise of individual Directors and after consultation with the Chief Executive Officer
and the independent Lead Director as applicable, shall recommend to the Governance
and Nominating Committee the assignment of Directors to Committees, including the
designation of Committee Chairs. The Governance and Nominating Committee shall
review such recommendations and report to the Board thereon.
In acting upon such recommendation and report, the full Board shall consider that the
target size of each Committee should be three to five members, unless circumstances
call for an exception. The full Board should also consider periodic rotation of Committee
members, taking into account the desirability of rotation of Committee members,
the benefits of continuity and experience and applicable legal, regulatory and stock
exchange listing requirements. In addition, the Board should target rotation of
Committee chairmanships approximately every five years.
The Audit, Compensation and Governance and Nominating Committees shall be
composed entirely of Directors who are independent under these Guidelines and any
applicable regulatory requirements or listing standards. The Executive Committee shall
include the Chief Executive Officer of the Company. At least half of its members shall be
independent Directors.
If any Director ceases to be independent under the standards set forth herein while
serving on any Committee whose members must be independent, he or she shall
promptly resign from that Committee.

COMMITTEE MEETINGS
Each Committee Chair, after consultation with the Chairman of the Board, shall establish
agendas and set meetings at the frequency and length appropriate and necessary to
carry out the Committee’s responsibilities.
Any Director who is not a member of a particular Committee may attend any Committee
meeting with the concurrence of the Committee Chair or a majority of the members of
the Committee.

© Disney. All Rights Reserved.

BOARD MATERIALS
Directors shall receive information and data that are important to their understanding of
the businesses of the Company, in writing, and in sufficient time to prepare for meetings.
This material shall be as brief as possible while still providing the desired information; it
shall be analytic as well as informational; and it shall include highlights and summaries
whenever appropriate. Directors may request that the Chief Executive Officer or
appropriate members of senior management present to the Board information on
specific topics relating to the Company and its operations. The Board of Directors may
retain the services of independent advisors as it deems appropriate, and any such
advisors shall report directly to the Board. The cost of any such advisors shall be borne
by the Company.
Directors are encouraged to keep themselves informed with respect to the Company’s
affairs between Board meetings through direct individual contacts with members of the
senior management of the Company and its affiliates. The Secretary of the Company
shall, whenever requested, assist in arranging and facilitating such contacts.

BOARD CONDUCT AND REVIEW

Members of the Board of Directors shall act at all times in accordance with the
requirements of the Company’s Code of Business Conduct and Ethics for Directors. This
obligation shall at all times include, without limitation, strict adherence to the Company’s
policies with respect to conflicts of interest, confidentiality, protection of the Company’s
assets, ethical conduct in all business dealings and respect for and compliance with
applicable law. Any waiver of the requirements of the Code of Business Conduct and
Ethics for Directors with respect to any individual Director shall be reported to, and be
subject to the approval of, the Board of Directors.
The Board shall conduct an annual review and evaluation of its conduct and
performance based upon participation by all Directors in an evaluation that includes,
among other things, an assessment of:
1. the Board’s composition and independence;
2. the Board’s access to and review of information from management, and the quality
of such information;
3. the Board’s responsiveness to shareholder concerns;
4. maintenance and implementation of the Company’s standards of conduct; and
5. maintenance and implementation of these Guidelines.
The review shall seek to identify specific areas, if any, in need of improvement or
strengthening and shall culminate in a discussion by the full Board of the results and
any actions to be taken. The Governance and Nominating Committee shall have
responsibility for ensuring that the annual review and evaluation are carried out.

SELECTION OF NEW DIRECTORS

© Disney. All Rights Reserved.

The Board shall be responsible for selecting its own members. The Board delegates the
screening process for new Directors to the Governance and Nominating Committee.
In selecting new Directors, the Board shall give the highest priority to meeting the
standards and qualifications set forth at the beginning of these Guidelines. In this
connection, the Board shall seek candidates whose service on other boards will not
adversely affect their ability to dedicate the requisite time to service on this Board. The
Board believes that Directors who are full-time employees of other companies should
not serve on more than three other public company boards at a time, and that Directors
who are retired from active employment should not serve on more than six such boards.
The Board may, however, make exceptions to this standard as it deems appropriate in
the interest of the Company’s shareholders.
The Company shall assist the Board by providing appropriate orientation programs
for new Directors, which shall be designed both to familiarize new Directors with the
full scope of the Company’s businesses and key challenges and to assist new Directors
in developing and maintaining skills necessary or appropriate for the performance of
their responsibilities. The Board and the Company’s management shall similarly work
together to develop and implement appropriate continuing education programs for the
same purposes.

BOARD TENURE POLICY

The Board recognizes that it is important for the Board to balance the benefits of
continuity with the benefits of fresh viewpoints and experience. Therefore, the Board
will not nominate for re-election any non-management Director if the Director shall have
completed fifteen years of service as a member of the Board on or prior to the date of
the election as to which the nomination relates.
Unless its submission with respect to a certain event is waived by the Board, each non-
management Director shall submit to the Board a letter of resignation upon resignation
or retirement from, or termination of, the Director’s principal current employment, or
other similarly material changes in professional occupation or association. The Board
shall be free to accept or reject this letter of resignation, and shall act promptly with
respect to the letter and promptly notify the Director concerned of its decision.

SOCIAL RESPONSIBILITY
The Company has a responsibility to the communities in which it operates, as well as
to its shareholders. To allow appropriate Board review and input, management shall
prepare and present to the Board a periodic review of the policies, practices and
contributions made in fulfillment of the Company’s social responsibilities. In addition,
management shall report annually on its diversity efforts and the results thereof.

IMPLEMENTATION OF THE GUIDELINES

If the Board ascertains at any time that any of the Guidelines set forth herein are not in
full force and effect, the Board shall take such action as it deems reasonably necessary to

© Disney. All Rights Reserved.

assure full compliance as promptly as practicable.

These Guidelines are intended as a component of the flexible framework within

which the Board, assisted by its Committees, directs the affairs of the Company. While
they should be interpreted in the context of applicable laws, regulations and listing
requirements, as well as in the context of the Company’s Certificate of Incorporation
and By Laws, they are not intended to establish by their own force any legally binding
obligations.

© Disney. All Rights Reserved.

GOVERNANCE AND NOMINATING
COMMITTEE CHARTER

CHARTER OF THE GOVERNANCE AND NOMINATING

COMMITTEE OF THE BOARD OF DIRECTORS
(As amended and restated by the Board of Directors on October 1, 2010.)

The Governance and Nominating Committee is a committee of, and reports to, the
Board of Directors of The Walt Disney Company. Through this Charter, the Board
delegates certain responsibilities to the Committee to assist the Board in the fulfillment
of its duties to the Company and its shareholders.

AUTHORITY
The Committee shall be given the resources and assistance necessary to discharge its
responsibilities, including unrestricted access to Company personnel and documents.
The Committee shall also have authority, in consultation with the Chairman of the Board,
to engage outside advisers as it deems necessary or appropriate. The Committee
shall have sole authority to retain and terminate any search firm to be used to identify
Director candidates, including sole authority to approve the search firm’s fees and other
retention terms.

MEMBERSHIP
The Committee shall consist of three or more Directors, who shall be appointed
annually, and subject to removal at any time, by the Board of Directors. Each Committee
member shall meet the independence standards set forth in the New York Stock
Exchange listing standards and the Company’s Corporate Governance Guidelines. Each
Committee member shall serve until his or her Committee service is terminated by the
Board.

PROCEDURES
The Committee shall hold at least two regular meetings each year, and such special
meetings as may be required. Meetings may be called by the Chair of the Committee
or the Chairman of the Board. The presence in person or by telephone of two members
shall constitute a quorum. Meetings may be held at any time, any place and in any
manner permitted by applicable law and the Company’s Bylaws. Minutes of the
Committee’s meetings shall be kept. To the extent practicable, the meeting agenda,

© Disney. All Rights Reserved.

draft minutes from the prior meeting and supporting materials shall be provided to
Committee members prior to each meeting to allow time for review. The Committee
shall have authority to create and delegate specific tasks to such standing or ad hoc
subcommittees as it may determine to be necessary or appropriate for the discharge of
its responsibilities. The results of the meetings shall be reported to the full Board.

RESPONSIBILITIES
The Committee’s responsibilities shall be:

(a) to monitor the implementation and operation of the Company’s Corporate

Governance Guidelines;

(b) to review from time to time the adequacy of the Corporate Governance
Guidelines in light of broadly accepted practices of corporate governance, emerging
governance issues and market and regulatory expectations, and to advise and make
recommendations to the Board with respect to appropriate modifications;

(c) to identify and review measures to strengthen the operation of the Corporate
Governance Guidelines, and to advise the Board with respect thereto;

(d) to prepare and supervise the implementation of the Board’s annual reviews of
(i) director independence and (ii) the Board’s performance, as contemplated by the
Corporate Governance Guidelines;

(e) to identify, review and evaluate candidates for election as Director who meet the
standards set forth in the Corporate Governance Guidelines, including such inquiries as
the Committee deems appropriate into the background and qualifications of candidates
and interviews with potential candidates to determine their qualification and interest,
and to recommend to the Board of Directors nominees for any election of directors
in compliance with the Corporate Governance Guidelines (including the policy that a
substantial majority of Directors be independent of the Company and of the Company’s
management);

(f) to advise the Board with respect to such other matters relating to the governance of
the Company as the Committee may from time to time approve, including changes to
terms or scope of this Charter and the Committee’s overall responsibilities;

(g) to recommend to the Board compensation policies for outside directors; and

© Disney. All Rights Reserved.

(h) to carry out such other tasks as the Board may from time to time delegate to the
Committee for action consistent with this Charter.

ANNUAL PERFORMANCE REVIEW

The Committee shall conduct an annual evaluation of its performance in carrying out its
responsibilities hereunder.

© Disney. All Rights Reserved.

AUDIT COMMITTEE CHARTER

CHARTER OF THE AUDIT COMMITTEE OF THE

BOARD OF DIRECTORS
(As amended and restated on November 30, 2016.)

The responsibilities of the Board of Directors of The Walt Disney Company include
oversight of the Company’s systems of internal control, preparation and presentation
of financial reports and compliance with applicable laws, regulations and Company
policies. Through this Charter, the Board delegates certain responsibilities to the Audit
Committee to assist the Board in the fulfillment of its duties to the Company and its
shareholders. As more fully set forth below, the purpose of the Committee is to assist the
Board in its oversight of:

• the integrity of the Company’s financial statements;

• the adequacy of the Company’s system of internal controls;

• the Company’s compliance with legal and regulatory requirements;

• the qualifications and independence of the Company’s independent auditors; and

• the performance of the Company’s independent auditors and of the Company’s

internal audit function.

AUTHORITY
The Committee shall be given the resources and assistance necessary to discharge
its responsibilities, including appropriate funding, as determined by the Committee,
unrestricted access to Company personnel and documents and the Company’s
independent auditors. The Committee shall also have authority, with notice to the
Chairman of the Board, to engage outside legal, accounting and other advisors as it
deems necessary or appropriate.

MEMBERSHIP
The Committee shall consist of three or more directors, who shall be appointed annually
and subject to removal at any time, by the Board of Directors. Each Committee member
shall meet the independence requirements established by rules of the Securities and
Exchange Commission and listing standards of the New York Stock Exchange, as well
as the independence standards set forth in the Company’s Corporate Governance
Guidelines.

© Disney. All Rights Reserved.

All Committee members shall be financially literate, having a basic understanding
of financial controls and reporting. At least one Committee member shall also have
accounting or related financial management expertise, including at a minimum the
expertise required by rules of the Securities and Exchange Commission and listing
standards of the New York Stock Exchange.

No member of the Audit Committee shall receive directly or indirectly any compensation
from the Company other than his or her Directors’ fees and benefits.

PROCEDURES
The Committee shall meet at least four times a year and may call special meetings
as required. Meetings may be called by the Chair of the Committee or the Chairman
of the Board. The presence in person or by telephone of a majority of the members
shall constitute a quorum. Meetings may be held at any time, any place and in any
manner permitted by applicable law and the Company’s Bylaws. Minutes of the
Committee’s meetings shall be kept. To the extent practicable, the meeting agenda,
draft minutes from the prior meeting and supporting materials shall be provided to
Committee members prior to each meeting to allow time for review. The Committee
shall have authority to create and delegate specific tasks to such standing or ad hoc
subcommittees as it may determine to be necessary or appropriate for the discharge
of its responsibilities. The results of the meetings shall be reported regularly to the full
Board.

RESPONSIBILITIES
The Company’s executive management bears primary responsibility for the Company’s
financial and other reporting, for establishing the system of internal controls and for
ensuring compliance with laws, regulations and Company policies. The Committee’s
responsibilities and related key processes are described below. From time to time, the
Committee may take on additional responsibilities, at the request of the Board.

(a) Financial Reporting. The Committee shall monitor the preparation by

management of the Company’s quarterly and annual external financial reports. In
carrying out this responsibility, the Committee shall:
• review with management the significant financial reporting issues, judgments and
estimates used in developing the financial reports, including analyses of the effects
of alternative GAAP methods on the financial statements;

• review the accounting and reporting treatment of significant transactions outside the
Company’s ordinary operations;

• review with management and the Company’s independent auditors significant

© Disney. All Rights Reserved.

 changes to the Company’s accounting principles or their application as reflected in
the financial reports;

• review with management and the Company’s independent auditors the effect of
regulatory and accounting initiatives, as well as off-balance sheet structures, on the
financial statements of the Company;

• meet periodically with the Company’s independent auditors (in private, as

appropriate) (a) to review their reasoning in accepting or questioning significant
decisions made by management in preparing the financial reports; (b) to review
any audit problems or difficulties and management’s response; (c) to review any
outstanding disagreements with management that would cause them to issue a
non-standard report on the Company’s financial statements; (d) to examine the
appropriateness of the Company’s accounting principles (including the quality,
not just the acceptability, of accounting principles) and the clarity of disclosure
practices used or proposed; (e) to determine if any restrictions have been placed
by management on the scope of their audit; and (f) to discuss any other matters the
Committee deems appropriate;

• meet periodically in private with the Company’s management;

• review earnings press releases, as well as financial information and earnings

guidance provided to analysts and rating agencies and discuss their appropriateness
with management and the Company’s independent auditors, paying particular
attention to any use of “pro forma” or “adjusted” non-GAAP information; and

• review draft quarterly and annual financial statements and discuss their
appropriateness with management and the Company’s independent auditors,
including the Company’s disclosures under “Management’s Discussion and Analysis
of Financial Condition and Results of Operations.”
(b) Relationship with Independent Auditors. The Committee shall bear primary
responsibility for overseeing the Company’s relationship with its independent auditors.
In carrying out this responsibility, the Committee shall:

• be directly responsible for the appointment, compensation, retention and oversight

of the work of the Company’s independent auditors, in consultation with the full
Board;

• review the scope and extent of audit services to be provided;

• review the overall audit plan, including the risk factors considered in determining the
audit scope;

• review the independent auditors’ annual letter pursuant to Public Company

Accounting Oversight Board Rule 3526, Communication with Audit Committees
Concerning Independence, outlining all relationships that may impact their
independence;

© Disney. All Rights Reserved.

• review with the independent auditors the extent of non-audit services provided and
related fees, and pre-approve any non-audit relationships;

• determine whether the Committee believes the outside auditors are independent;

• review the responsiveness of the outside auditors to the Company’s needs;

• at least annually, obtain and review a report by the Company’s independent auditors
describing: the independent auditor firm’s internal quality-control procedures;
inspection reports relating to the firm from the Public Accounting Oversight Board;
any material issues raised by the most recent internal quality-control review, or peer
review, of the firm, or by any inquiry or investigation by governmental or professional
authorities, within the preceding five years, respecting one or more independent
audits carried out by the firm, and any steps taken to deal with any such issues; and
(to assess the auditors’ independence) all relationships between the independent
auditors and the Company;

• at least annually, evaluate the auditors’ qualifications, performance and

independence and present its conclusion with respect to the auditors to the Board
of Directors;

• resolve any disagreements between management and the auditors regarding

financial reporting; and

• set clear hiring policies for employees or former employees of the Company’s
independent auditors.
(c) Internal Control. The Committee shall have responsibility for overseeing that
management has implemented an effective system of internal control that helps
promote the reliability of financial and operating information and compliance with
applicable laws, regulations and Company policies, including those related to risk
management, ethics and conflicts of interest. In carrying out this responsibility, the
Committee shall:

• inquire of management, management auditors and the Company’s independent

auditors concerning any deficiencies in the Company’s policies and procedures that
could adversely affect the adequacy of internal controls and the financial reporting
process and review any special audit steps adopted in light of any material control
deficiencies and the timeliness and reasonableness of proposed corrective actions;

• review significant management audit findings and recommendations, and

management’s responses thereto;

• meet periodically with management auditors in private session (without the

participation of management or the independent auditors);

• review the Company’s policies and practices with respect to risk assessment and risk
management;

© Disney. All Rights Reserved.

• review the Company’s policies and practices related to compliance with laws, ethical
conduct and conflicts of interest;

• review significant cases of conflicts of interest, misconduct or fraud;

• review significant issues between the Company and regulatory agencies; and

• review as appropriate material litigation involving the Company.

(d) Relationship with Management Auditors. The Committee shall have responsibility
for determining that the Management Audit department is effectively discharging its
responsibilities. In carrying out this responsibility, the Committee shall:

• review and approve the Management Audit department’s charter;

• review the appropriateness of the funding, staffing and operational independence

of Management Audit; and

• review and approve the appointment or dismissal of, and determine and approve
the compensation of, the Vice President of (or corresponding officer responsible for)
Management Audit.
(e) Receipt of Complaints. The Committee shall establish procedures for:

• the receipt, retention and treatment of complaints received by the Company

regarding accounting, internal accounting controls and auditing matters; and

• the confidential, anonymous submission by employees of the Company regarding

questionable accounting or auditing matters.
(f) Preparation of Reports. The Committee shall prepare and approve the
Committee’s report included in the proxy statement for the Company’s annual meeting
of shareholders, and such other reports as may from time to time be necessary or
appropriate.
Annual Performance Review
The Committee shall conduct an annual evaluation of its performance in carrying out its
responsibilities hereunder.

© Disney. All Rights Reserved.

 6JAN201605190975

Fiscal Year 2018 Annual Financial Report

6DEC201801030965
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended September 29, 2018 Commission File Number 1-11605

Incorporated in Delaware
500 South Buena Vista Street, Burbank, California 91521 I.R.S. Employer Identification No.
(818) 560-1000 95-4545390

Securities Registered Pursuant to Section 12(b) of the Act:

Name of Each Exchange

Title of Each Class on Which Registered
Common Stock, $.01 par value New York Stock Exchange

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 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
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 No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes 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, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”,
and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer Accelerated filer

Non-accelerated filer Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No
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 Exchange-Composite Transactions) was $150.0
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 1,488,670,964 shares of common stock outstanding as of November 14, 2018.
Documents Incorporated by Reference
Certain information required for Part III of this report is incorporated herein by reference to the proxy statement for the 2019 annual
meeting of the Company’s shareholders.
 THE WALT DISNEY COMPANY AND SUBSIDIARIES

TABLE OF CONTENTS

Page
PART I

ITEM 1. Business 1

ITEM 1A. Risk Factors 14

ITEM 1B. Unresolved Staff Comments 22

ITEM 2. Properties 22

ITEM 3. Legal Proceedings 23

ITEM 4. Mine Safety Disclosures 23

Executive Officers of the Company 23

PART II

ITEM 5. Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities 24

ITEM 6. Selected Financial Data 25

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 26

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 51

ITEM 8. Financial Statements and Supplementary Data 53

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 53

ITEM 9A. Controls and Procedures 53

ITEM 9B. Other Information 53

PART III

ITEM 10. Directors, Executive Officers and Corporate Governance 54

ITEM 11. Executive Compensation 54

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 54

ITEM 13. Certain Relationships and Related Transactions, and Director Independence 54

ITEM 14. Principal Accounting Fees and Services 54

PART IV

ITEM 15. Exhibits and Financial Statement Schedules 55

SIGNATURES 58

Consolidated Financial Information — The Walt Disney Company 59

 PART I
ITEM 1. Business
The Walt Disney Company, together with its subsidiaries, is a diversified worldwide entertainment company with
operations in four business segments: Media Networks, Parks and Resorts, Studio Entertainment, and Consumer Products &
Interactive Media.
For convenience, the terms “Company” and “we” are used to refer collectively to the parent company and the subsidiaries
through which our various businesses are actually conducted.

The Company employed approximately 201,000 people as of September 29, 2018.

During fiscal 2018, the Company entered into an Amended and Restated Agreement and Plan of Merger with Twenty-
First Century Fox, Inc, (21CF) that includes the acquisition of certain 21CF businesses, the most significant of which are the
Twentieth Century Fox film and television studios, certain cable networks (including FX and Nat Geo), 21CF’s international
television businesses and 21CF’s 30% interest in Hulu. The closing of the acquisition is expected to occur in the first half of
calendar year 2019 (See Note 3 of the Consolidated Financial Statements for additional information on this transaction).
The Company is developing a new direct-to-consumer (DTC) service, Disney+, that is scheduled to launch in the U.S. in
late 2019. Disney+ will offer Disney, Pixar, Marvel and Lucasfilm movies released theatrically after calendar 2018. It will also
feature an array of exclusive original series and movies, along with titles/episodes from the Company’s film and television
libraries.

MEDIA NETWORKS
The Media Networks segment includes cable and broadcast television networks, television production and distribution
operations, domestic television stations and radio networks and stations. The Company also has investments in entities that
operate programming services, including television networks, which are accounted for under the equity method of accounting.

The businesses in the Media Networks segment principally generate revenue from the following:
• fees charged to cable, satellite and telecommunications service providers (traditional Multi-channel Video
Programming Distributors (MVPD)), over-the-top (OTT) digital MVPDs (DMVPD) (both collectively referred to as
MVPDs) and television stations affiliated with our domestic broadcast television network for the right to deliver our
programs to their customers/subscribers (“affiliate fees”);
• the sale to advertisers of time in programs for commercial announcements (“ad sales”); and
• the license to television networks and distributors of the right to use our television programming (“program sales”).
Operating expenses primarily consist of programming and production costs, participations and residuals expense,
technical support costs, operating labor and distribution costs.

Cable Networks
Our primary cable networks are branded ESPN, Disney and Freeform. These networks produce their own programs or
acquire rights from third parties to air their programs on our networks.

Cable networks derive the majority of their revenues from affiliate fees and, for certain networks (primarily ESPN and
Freeform), ad sales. Generally, the Company’s cable networks provide programming under multi-year licensing agreements
with MVPDs that include contractually specified rates on a per subscriber basis. The amounts that we can charge to MVPDs for
our cable network programming is largely dependent on the quality and quantity of programming that we can provide and the
competitive market for programming services. The ability to sell time and the rates received for commercial announcements are
primarily dependent on the size and nature of the audience that the network can deliver to the advertiser as well as overall
advertiser demand. We also sell programming developed by our cable networks worldwide to television broadcasters, to
subscription video-on-demand (SVOD) services (such as Netflix, Hulu and Amazon) and in home entertainment formats (such
as DVD, Blu-ray and electronic home video license).

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 The Company’s significant cable channels and the number of subscribers as estimated by Nielsen Media Research(1)
(except where noted) are as follows:
Estimated
Subscribers
(in millions)
ESPN - Domestic
ESPN 86
ESPN2 86
ESPNU 64
ESPNEWS (2) 62
SEC Network (2) 59
Disney - Domestic
Disney Channel 89
Disney Junior 69
Disney XD 71
Freeform 88
International Channels (3)
ESPN 157
Disney Channel 225
Disney Junior 159
Disney XD 128
(1)
Nielsen Media Research estimates are as of September 2018 and capture traditional MVPD and certain DMVPD
subscriber counts.
(2)
Because Nielsen Media Research does not measure these channels, estimated subscriber counts are according to SNL
Kagan as of December 2017.
(3)
Because Nielsen Media Research and SNL Kagan do not measure these channels, estimated subscriber counts are
based on internal management reports as of September 2018.

ESPN
ESPN is a multimedia sports entertainment company owned 80% by the Company and 20% by Hearst Corporation.
ESPN operates eight 24-hour domestic television sports channels: ESPN and ESPN2 (sports channel dedicated to professional
and college sports as well as sports news and original programming), ESPNU (a channel devoted to college sports),
ESPNEWS, SEC Network (a sports programming channel dedicated to Southeastern Conference college athletics), ESPN
Classic, Longhorn Network (a channel dedicated to The University of Texas athletics) and ESPN Deportes (a Spanish language
channel), which are all simulcast in high definition except ESPN Classic. The ACC Network (a sports programming channel
dedicated to Atlantic Coast Conference college athletics), is set to launch in 2019. ESPN programs the sports schedule on the
ABC Television Network, which is branded ESPN on ABC. ESPN owns 19 television channels outside of the United States
(primarily in Latin America and Australia) that reach 61 countries and territories in four languages (English, Spanish,
Portuguese and French).

ESPN holds rights for various professional and college sports programming including college football (including bowl
games and the College Football Playoff) and basketball, the National Basketball Association (NBA), the National Football
League (NFL), Major League Baseball (MLB), US Open Tennis, the Professional Golfers’ Association (PGA) Championship,
various soccer rights, the Wimbledon Championships and the Masters golf tournament.
ESPN also operates:
• ESPN.com - which delivers sports news, information and video on internet-connected devices, with thirteen editions
in three languages globally. In the U.S., ESPN.com also features live video streams of ESPN channels to
authenticated MVPD subscribers. Non-subscribers have limited access to certain content.
• ESPN App - which delivers scores, news, highlights, short form video, podcasts and live audio, with thirteen editions
in three languages globally. In the U.S., the ESPN App also features live video streams of ESPN’s linear channels and
exclusive events to authenticated MVPD subscribers. Non-subscribers have limited access to certain content. The
ESPN App is available for download on various internet-connected devices.

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 • ESPN Radio – which distributes talk and play by play programming and is one of the largest sports radio networks in
the U.S. ESPN Radio network programming is carried on approximately 400 terrestrial stations including four ESPN
owned stations in New York, Los Angeles, Chicago and Dallas and on satellite and internet radio.
• ESPN The Magazine – which is a monthly sports magazine
• ESPN owns and operates the following events: ESPYs (annual awards show); X Games (winter and summer action
sports competitions); and a portfolio of collegiate sporting events including: bowl games, basketball games, softball
games and post-season award shows.
Certain ESPN sports programming is available on ESPN+, a DTC multi-sports subscription offering, which is available
through ESPN.com and the ESPN App. ESPN+ is operated by BAMTech LLC (BAMTech).

Disney
The Company operates over 100 Disney branded television channels, which are broadcast in 34 languages and 164
countries/territories. Branded channels include Disney Channel, Disney Junior, Disney XD, Disney Cinemagic, Disney
Cinema, Disney International HD and Dlife. Disney content is also available through video-on-demand services and online
through the DisneyNOW App and website. Programming for these channels includes internally developed and acquired
programming.

Disney Channel - Disney Channel airs original series and movie programming targeted to kids ages 2 to 14. In the U.S.,
Disney Channel airs 24 hours a day. Disney Channel develops and produces shows for exhibition on its channel, including live-
action comedy series, animated programming and preschool series, as well as original movies. Disney Channel also airs
programming and content from Disney’s theatrical film and television programming library.

Disney Junior - Disney Junior airs programming targeted to kids ages 2 to 7 and their parents and caregivers, featuring
animated and live-action programming that blends Disney’s storytelling and characters with learning. In the U.S., Disney
Junior airs 24 hours a day. Disney Junior also airs as a programming block on the Disney Channel.

Disney XD - Disney XD airs a mix of live-action and animated programming targeted to kids ages 6 to 11. In the U.S.,
Disney XD airs 24 hours a day.

Disney Cinemagic and Disney Cinema - Disney Cinemagic and Disney Cinema are premium subscription services, which
are available in a limited number of countries in Europe, that air a selection of Disney movies, cartoons and shorts as well as
animated television series.

Disney International HD - Disney International HD is a channel in India that airs programming targeting viewers aged 14
to 40 with content that includes Walt Disney Animation Studios library content and Disney Channel programming.

Dlife - Dlife is an ad-supported, free-to-air satellite channel in Japan, featuring US primetime drama series, Disney-
branded programming, as well as a selection of news, variety, informational and shopping programs. It is targeted to adult
women and their families.

The Company also operates Radio Disney in the U.S. and Latin America.

Freeform
Freeform is a domestic cable channel targeted to viewers ages 14 to 34. Freeform produces original live-action
programming, acquires programming from third parties, airs content from our owned theatrical film library and features
branded holiday programming events such as “25 Days of Christmas”. Freeform content is also available through video-on-
demand services and through the Freeform App and website.

India Channels
UTV, Bindass and Hungama TV are branded channels in India. UTV Action and UTV Movies offer Bollywood movies as
well as Hollywood, Asian and Indian regional movies dubbed in Hindi. Bindass is a youth entertainment channel. Hungama TV
is an Indian cable channel targeted at kids that features a mix of animated series and movies.

BAMTech
BAMTech is a streaming technology and content delivery business owned 75% by the Company since September 25,
2017, 15% by MLB and 10% by the National Hockey League (NHL), both of which have the right to sell their shares to the
Company in the future. BAMTech comprises two businesses: 1) DTC sports; and 2) third-party streaming technology services.
BAMTech’s DTC sports business includes ESPN+, which was launched in April 2018, NHL, PGA Tour Live and Major
League Soccer DTC offerings. The ESPN+ service offers thousands of live events, on-demand content and original
programming not available on ESPN’s other networks. The Hearst Corporation owns 20% of the Company’s interest in
BAMTech’s DTC sports business.
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Broadcasting
Our broadcasting business includes a domestic broadcast network, television production and distribution operations, and
eight owned domestic television stations.

Domestic Broadcast Television Network

The Company operates the ABC Television Network (ABC), which as of September 29, 2018, had affiliation agreements
with 244 local television stations reaching almost 100% of U.S. television households. ABC broadcasts programs in the
primetime, daytime, late night, news and sports “dayparts”.

ABC produces its own programs and also acquires programming rights from third parties as well as entities that are
owned by or affiliated with the Company. ABC derives the majority of its revenues from ad sales. The ability to sell time for
commercial announcements and the rates received are primarily dependent on the size and nature of the audience that the
network can deliver to the advertiser as well as overall advertiser demand for time on network broadcasts. ABC also receives
fees from affiliated television stations for the right to broadcast ABC programming.

ABC network programming is available digitally on internet-connected devices to authenticated MVPD subscribers.
Non-subscribers have more limited access to on-demand episodes.

ABC provides online access to certain programming through the ABC App and website. ABC also provides in-depth
worldwide news coverage online through websites, the ABC NewsApp, OTT apps and to select distribution partners.

Television Production and Distribution

The Company produces the majority of its scripted television programs under the ABC Studios banner. Program
development is carried out in collaboration with independent writers, producers and creative teams, with a focus on one-hour
dramas and half-hour comedies, primarily for primetime broadcasts. Primetime programming produced either for our networks
or for third-party television networks for the 2018/2019 television season includes nine returning and seven new one-hour
dramas, six returning and four new half-hour comedies, and three returning non-scripted series. Additionally, the Company is
producing original first run series for SVOD services (including Hulu). The Company also produces Jimmy Kimmel Live for
late night and a variety of primetime specials, as well as syndicated, news and daytime programming. We distribute the
Company’s productions worldwide to television broadcasters, SVOD services (including Hulu), and on home entertainment
formats.

Domestic Television Stations

The Company owns eight television stations, six of which are located in the top ten television household markets in the
U.S. The television stations derive the majority of their revenues from ad sales. The stations also receive affiliate fees from
MVPDs. All of our television stations are affiliated with ABC and collectively reach 21% of the nation’s television households.
Generally, each owned station broadcasts three digital channels: the first consists of local, ABC and syndicated programming;
the second is the Live Well Network; and the third is the LAFF Network.
The stations we own are as follows:
Television Market
TV Station Market Ranking(1)
WABC New York, NY 1
KABC Los Angeles, CA 2
WLS Chicago, IL 3
WPVI Philadelphia, PA 4
KTRK Houston, TX 7
KGO San Francisco, CA 8
WTVD Raleigh-Durham, NC 25
KFSN Fresno, CA 54
(1)
Based on Nielsen Media Research, U.S. Television Household Estimates, January 1, 2018

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Equity Investments
The Company has investments in media businesses that are accounted for under the equity method, and the Company’s
share of the financial results for these equity investments is reported as “Equity in the income (loss) of investees, net” in the
Company’s Consolidated Statements of Income. The Company’s significant media equity investments are as follows:

A+E and Vice

A+E Television Networks (A+E) is owned 50% by the Company and 50% by the Hearst Corporation. A+E operates a
variety of cable channels including:
• A&E – which offers entertainment programming including original reality and scripted series
• HISTORY – which offers original series and event-driven specials
• Lifetime and Lifetime Real Women – which are cable channels devoted to female-focused programming
• Lifetime Movie Network (LMN) – which is a movie channel
• FYI – which offers contemporary lifestyle programming

A+E programming is available in over 200 countries and territories. A+E’s networks are distributed internationally under
multi-year licensing agreements with MVPDs. A+E programming is also sold to international television broadcasters and
SVOD services.

A+E has a 20% interest in Vice Group Holding, Inc. (Vice), which operates Viceland, a channel offering programming of
lifestyle-oriented documentaries and reality series aimed towards millennials. Viceland is owned 50% by A+E and 50% by
Vice. In addition, the Company has an 11% direct ownership interest in Vice.

The number of domestic subscribers for A+E and Vice channels, as estimated by Nielsen Media Research(1), is as follows:
Estimated
Subscribers
(in millions)(1)
A&E 89
HISTORY 89
Lifetime 88
LMN 67
FYI 54
Viceland 67
(1)
Nielsen Media Research estimates are as of September 2018 and capture traditional MVPD and certain DMVPD
subscriber counts.

CTV
ESPN holds a 30% equity interest in CTV Specialty Television, Inc., which owns television channels in Canada,
including The Sports Networks (TSN) 1-5, Le Réseau des Sports (RDS), RDS2, RDS Info, ESPN Classic Canada, Discovery
Canada and Animal Planet Canada.

Hulu
Hulu LLC (Hulu) aggregates acquired television and film entertainment content and original content produced by Hulu
and distributes it digitally to internet-connected devices. Hulu offers a subscription-based service with limited commercial
announcements and a subscription-based service with no commercial announcements. In addition, Hulu operates a DMVPD
service, which offers linear streams of broadcast and cable channels, including the major broadcast networks.

The Company licenses our television and film content to Hulu in the ordinary course of business. The Company defers a
portion of its profits from these transactions. The profit is recognized as Hulu expenses the programming. The portion that is
deferred reflects our ownership interest in Hulu.

Hulu is owned 30% each by the Company, 21CF and Comcast Corporation, with Warner Media LLC (WM) holding the
remaining 10% interest. WM acquired its interest from Hulu for $0.6 billion in August 2016. In addition, WM has made $0.2
billion in subsequent capital contributions. For not more than 36 months from August 2016, WM may put its shares to Hulu or
Hulu may call the shares from WM under certain limited circumstances arising from regulatory review. The Company and
21CF have agreed to make a capital contribution for up to $0.4 billion each if Hulu is required to repurchase WM’s shares.

5
Following completion of the 21CF acquisition the Company will consolidate Hulu’s financial results and assume 21CF’s
capital contribution obligations.

Seven TV
Seven TV operates an advertising-supported, free-to-air Disney Channel in Russia. The Company has a 20% ownership
interest and a 49% economic interest in the business.

Competition and Seasonality

The Company’s Media Networks businesses compete for viewers primarily with other broadcast and cable networks,
independent television stations and other media, such as online video services and video games. With respect to the sale of
advertising time, we compete with other television networks and radio stations, independent television stations, MVPDs and
other advertising media such as digital content, newspapers, magazines and billboards. Our television and radio stations
primarily compete for audiences and advertisers in local market areas.

The Company’s Media Networks businesses face competition from other networks for carriage by MVPDs. The
Company’s contractual agreements with MVPDs are renewed or renegotiated from time to time in the ordinary course of
business. Consolidation and other market conditions in the cable, satellite and telecommunication distribution industry and
other factors may adversely affect the Company’s ability to obtain and maintain contractual terms for the distribution of its
various programming services that are as favorable as those currently in place.

The Company’s Media Networks businesses also compete with other media and entertainment companies, SVOD
providers and DTC services for the acquisition of sports rights, talent, show concepts and scripted and other programming.

The Company’s internet websites and digital products compete with other websites and entertainment products.

Advertising revenues at Media Networks are subject to seasonal advertising patterns and changes in viewership levels.
Revenues are typically somewhat higher during the fall and somewhat lower during the summer months. Affiliate fees are
generally collected ratably throughout the year.

Federal Regulation
Television and radio broadcasting are subject to extensive regulation by the Federal Communications Commission (FCC)
under federal laws and regulations, including the Communications Act of 1934, as amended. Violation of FCC regulations can
result in substantial monetary fines, limited renewals of licenses and, in egregious cases, denial of license renewal or revocation
of a license. FCC regulations that affect our Media Networks segment include the following:
• Licensing of television and radio stations. Each of the television and radio stations we own must be licensed by the
FCC. These licenses are granted for periods of up to eight years, and we must obtain renewal of licenses as they expire
in order to continue operating the stations. We (and the acquiring entity in the case of a divestiture) must also obtain
FCC approval whenever we seek to have a license transferred in connection with the acquisition or divestiture of a
station. The FCC may decline to renew or approve the transfer of a license in certain circumstances and may delay
renewals while permitting a licensee to continue operating. Although we have received such renewals and approvals in
the past or have been permitted to continue operations when renewal is delayed, there can be no assurance that this
will be the case in the future.
• Television and radio station ownership limits. The FCC imposes limitations on the number of television stations and
radio stations we can own in a specific market, on the combined number of television and radio stations we can own in
a single market and on the aggregate percentage of the national audience that can be reached by television stations we
own. Currently:
FCC regulations may restrict our ability to own more than one television station in a market, depending on the size
and nature of the market. We do not own more than one television station in any market.
Federal statutes permit our television stations in the aggregate to reach a maximum of 39% of the national
audience. Pursuant to the most recent decision by the FCC as to how to calculate compliance with this limit, our
eight stations reach approximately 21% of the national audience.
FCC regulations in some cases impose restrictions on our ability to acquire additional radio or television stations
in the markets in which we own radio stations. We do not believe any such limitations are material to our current
operating plans.
• Dual networks. FCC rules currently prohibit any of the four major broadcast television networks — ABC, CBS, Fox
and NBC — from being under common ownership or control.

6
 • Regulation of programming. The FCC regulates broadcast programming by, among other things, banning “indecent”
programming, regulating political advertising and imposing commercial time limits during children’s programming.
Penalties for broadcasting indecent programming can range up to nearly $400 thousand per indecent utterance or
image per station.
Federal legislation and FCC rules also limit the amount of commercial matter that may be shown on broadcast or cable
channels during programming designed for children 12 years of age and younger. In addition, broadcast channels are
generally required to provide a minimum of three hours per week of programming that has as a “significant purpose”
meeting the educational and informational needs of children 16 years of age and younger. FCC rules also give
television station owners the right to reject or refuse network programming in certain circumstances or to substitute
programming that the licensee reasonably believes to be of greater local or national importance.
• Cable and satellite carriage of broadcast television stations. With respect to cable systems operating within a
television station’s Designated Market Area, FCC rules require that every three years each television station elect
either “must carry” status, pursuant to which cable operators generally must carry a local television station in the
station’s market, or “retransmission consent” status, pursuant to which the cable operator must negotiate with the
television station to obtain the consent of the television station prior to carrying its signal. Under the Satellite Home
Viewer Improvement Act and its successors, including most recently the STELA Reauthorization Act (STELAR),
which also requires the “must carry” or “retransmission consent” election, satellite carriers are permitted to retransmit
a local television station’s signal into its local market with the consent of the local television station. The ABC owned
television stations have historically elected retransmission consent. Portions of these satellite laws are set to expire on
December 31, 2019.
• Cable and satellite carriage of programming. The Communications Act and FCC rules regulate some aspects of
negotiations regarding cable and satellite retransmission consent, and some cable and satellite companies have sought
regulation of additional aspects of the carriage of programming on cable and satellite systems. New legislation, court
action or regulation in this area could have an impact on the Company’s operations.

The foregoing is a brief summary of certain provisions of the Communications Act, other legislation and specific FCC
rules and policies. Reference should be made to the Communications Act, other legislation, FCC rules and public notices and
rulings of the FCC for further information concerning the nature and extent of the FCC’s regulatory authority.

FCC laws and regulations are subject to change, and the Company generally cannot predict whether new legislation,
court action or regulations, or a change in the extent of application or enforcement of current laws and regulations, would have
an adverse impact on our operations.

PARKS AND RESORTS

The Company owns and operates the Walt Disney World Resort in Florida; the Disneyland Resort in California;
Disneyland Paris; Aulani, a Disney Resort & Spa in Hawaii; the Disney Vacation Club (DVC); the Disney Cruise Line; and
Adventures by Disney. The Company manages and has effective ownership interests of 47% in Hong Kong Disneyland Resort
and 43% in Shanghai Disney Resort, both of which are consolidated in our financial statements. The Company licenses our
intellectual property to a third party to operate the Tokyo Disney Resort in Japan. The Company’s Walt Disney Imagineering
unit designs and develops new theme park concepts and attractions as well as resort properties.

The businesses in the Parks and Resorts segment generate revenues from the sale of admissions to theme parks, sales of
food, beverage and merchandise, charges for resort and vacation packages, which include room nights at hotels, sales of cruise
vacations and sales and rentals of vacation club properties. Revenues are also generated from sponsorships and co-branding
opportunities, real estate rent and sales, and royalties from Tokyo Disney Resort. Significant costs include labor, infrastructure
costs, depreciation, costs of merchandise, food and beverage sold, marketing and sales expense, and cost of vacation club units.
Infrastructure costs include information systems expense, repairs and maintenance, utilities and fuel, property taxes, insurance
and transportation.

Walt Disney World Resort

The Walt Disney World Resort is located 22 miles southwest of Orlando, Florida, on approximately 25,000 acres of land.
The resort includes theme parks (the Magic Kingdom, Epcot, Disney’s Hollywood Studios and Disney’s Animal Kingdom);
hotels; vacation club properties; a retail, dining and entertainment complex (Disney Springs); a sports complex; conference
centers; campgrounds; golf courses; water parks; and other recreational facilities designed to attract visitors for an extended
stay.

7
 The Walt Disney World Resort is marketed through a variety of international, national and local advertising and
promotional activities. A number of attractions and restaurants in each of the theme parks are sponsored or operated by other
corporations under multi-year agreements.

Magic Kingdom — The Magic Kingdom consists of six themed areas: Adventureland, Fantasyland, Frontierland,
Liberty Square, Main Street USA and Tomorrowland. Each land provides a unique guest experience featuring themed
attractions, live Disney character interactions, restaurants, refreshment areas and merchandise shops. Additionally, there are
daily parades and a nighttime fireworks event.

Epcot — Epcot consists of two major themed areas: Future World and World Showcase. Future World dramatizes certain
historical developments and addresses the challenges facing the world today through pavilions devoted to showcasing science
and technology innovations, communication, transportation, use of imagination, nature and food production, the ocean
environment and space. World Showcase presents a community of nations focusing on the culture, traditions and
accomplishments of people around the world. Countries represented with pavilions include Canada, China, France, Germany,
Italy, Japan, Mexico, Morocco, Norway, the United Kingdom and the United States. Both areas feature themed attractions,
restaurants and merchandise shops. Epcot also features a nighttime entertainment event.

Disney’s Hollywood Studios — Disney’s Hollywood Studios consists of seven themed areas: Animation Courtyard,
Commissary Lane, Echo Lake, Grand Avenue, Hollywood Boulevard, Sunset Boulevard and Toy Story Land, which opened in
June 2018. The areas provide behind-the-scenes glimpses of Hollywood-style action through various shows and attractions and
offer themed food service and merchandise facilities. The park also features nighttime entertainment events. The Company is
constructing a new themed area, Star Wars: Galaxy’s Edge, which is scheduled to open in the fall of 2019.

Disney’s Animal Kingdom — Disney’s Animal Kingdom consists of a 145-foot tall Tree of Life centerpiece surrounded
by seven themed areas: Africa, Asia, DinoLand USA, Discovery Island, Oasis, Pandora - The World of Avatar and Rafiki’s
Planet Watch. Each themed area contains attractions, entertainment, restaurants and merchandise shops. The park features more
than 300 species of mammals, birds, reptiles and amphibians and 3,000 varieties of vegetation. Disney’s Animal Kingdom also
features a nighttime entertainment event.

Hotels, Vacation Club Properties and Other Resort Facilities — As of September 29, 2018, the Company owned and
operated 18 resort hotels and vacation club facilities at the Walt Disney World Resort, with approximately 22,000 rooms and
3,200 vacation club units. Resort facilities include 500,000 square feet of conference meeting space and Disney’s Fort
Wilderness camping and recreational area, which offers approximately 800 campsites. The Company is constructing a new 500-
room tower scheduled to open in 2019 at Disney’s Coronado Springs Resort. The Company has also announced plans for
Reflections - A Disney Lakeside Lodge, which is a nature-inspired resort with more than 900 rooms and vacation club units
opening in 2022.

Disney Springs is a 127-acre retail, dining and entertainment complex and consists of four areas: Marketplace, The
Landing, Town Center and West Side. The areas are home to more than 150 venues including the 64,000-square-foot World of
Disney retail store. Most of the Disney Springs facilities are operated by third parties that pay rent to the Company.

Nine independently-operated hotels with approximately 6,000 rooms are situated on property leased from the Company.

ESPN Wide World of Sports Complex is a 230-acre center that hosts professional caliber training and competitions,
festival and tournament events and interactive sports activities. The complex, which welcomes both amateur and professional
athletes, accommodates multiple sporting events, including baseball, basketball, football, soccer, softball, tennis and track and
field. It also includes a 9,500-seat stadium and an 8,000-seat venue designed for cheerleading, dance competitions and other
indoor sports.

Other recreational amenities and activities available at the Walt Disney World Resort include three championship golf
courses, miniature golf courses, full-service spas, tennis, sailing, water skiing, swimming, horseback riding and a number of
other sports and leisure time activities. The resort also includes two water parks: Disney’s Blizzard Beach and Disney’s
Typhoon Lagoon.

Disneyland Resort
The Company owns 486 acres and has the rights under a long-term lease for use of an additional 55 acres of land in
Anaheim, California. The Disneyland Resort includes two theme parks (Disneyland and Disney California Adventure), three
resort hotels and a retail, dining and entertainment complex (Downtown Disney).

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 The Disneyland Resort is marketed through a variety of international, national and local advertising and promotional
activities. A number of the attractions and restaurants in the theme parks are sponsored or operated by other corporations under
multi-year agreements.

Disneyland — Disneyland consists of eight themed areas: Adventureland, Critter Country, Fantasyland, Frontierland,
Main Street USA, Mickey’s Toontown, New Orleans Square and Tomorrowland. These areas feature themed attractions, shows,
restaurants, merchandise shops and refreshment stands. Additionally, there are daily parades and nighttime fireworks and
entertainment events. The Company is constructing a new themed area, Star Wars: Galaxy’s Edge, which is scheduled to open
in summer 2019.

Disney California Adventure — Disney California Adventure is adjacent to Disneyland and includes six themed areas:
Buena Vista Street, Cars Land, Grizzly Peak, Hollywood Land, Pacific Wharf and Pixar Pier. These areas include attractions,
shows, restaurants, merchandise shops and refreshment stands. Additionally, Disney California Adventure offers a nighttime
entertainment event. The Company is constructing a new Super Hero-themed area that is scheduled to open in 2020.

Hotels, Vacation Club Units and Other Resort Facilities — Disneyland Resort includes three Company owned and
operated hotels and vacation club facilities with approximately 2,400 rooms, 50 vacation club units and 180,000 square feet of
conference meeting space.

Downtown Disney is a themed 15-acre, retail, entertainment and dining complex with approximately 23 venues located
adjacent to both Disneyland and Disney California Adventure. Most of the Downtown Disney facilities are operated by third
parties that pay rent to the Company. The Company is building a new 6,500-space parking garage scheduled to open in 2019.

Aulani, a Disney Resort & Spa

Aulani, a Disney Resort & Spa, is a Company-operated family resort on a 21-acre oceanfront property on Oahu, Hawaii
featuring 351 hotel rooms, an 18,000-square-foot spa and 12,000 square feet of conference meeting space. The resort also has
481 vacation club units.

Disneyland Paris
Disneyland Paris is located on a 5,510-acre development in Marne-la-Vallée, approximately 20 miles east of Paris,
France. The land is being developed pursuant to a master agreement with French governmental authorities. Disneyland Paris
includes two theme parks (Disneyland Park and Walt Disney Studios Park); seven themed resort hotels; two convention centers;
a shopping, dining and entertainment complex (Disney Village); and a 27-hole golf facility. Of the 5,510 acres comprising the
site, approximately half have been developed to date, including a planned community (Val d’Europe) and an eco-tourism
destination (Villages Nature).

Disneyland Park — Disneyland Park consists of five themed areas: Adventureland, Discoveryland, Fantasyland,
Frontierland and Main Street USA. These areas include themed attractions, shows, restaurants, merchandise shops and
refreshment stands. Disneyland Park also features a daily parade and a nighttime entertainment event.

Walt Disney Studios Park — Walt Disney Studios Park takes guests into the worlds of cinema, animation and television
and includes four themed areas: Backlot, Front Lot, Production Courtyard and Toon Studio. These areas each include themed
attractions, shows, restaurants, merchandise shops and refreshment stands. The Company has announced plans for a multi-year
expansion of Walt Disney Studios Park that will roll out in phases beginning in 2021 and add three new themed areas based on
Marvel, Frozen and Star Wars.

Hotels and Other Facilities — Disneyland Paris operates seven resort hotels, with approximately 5,800 rooms and
210,000 square feet of conference meeting space. In addition, nine on-site hotels that are owned and operated by third parties
provide approximately 2,700 rooms.

Disney Village is a 500,000-square-foot retail, dining and entertainment complex located between the theme parks and
the hotels. A number of the Disney Village facilities are operated by third parties that pay rent to Disneyland Paris.

Val d’Europe is a planned community near Disneyland Paris that is being developed in phases. Val d’Europe currently
includes a regional train station, hotels and a town center consisting of a shopping center as well as office, commercial and
residential space. Third parties operate these developments on land leased or purchased from Disneyland Paris.

Villages Nature is a European eco-tourism resort that consists of recreational facilities, restaurants and 900 vacation units.
The resort is a 50% joint venture between Disneyland Paris and Pierre & Vacances-Center Parcs, who manages the venture.

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Hong Kong Disneyland Resort
The Company owns a 47% interest in Hong Kong Disneyland Resort and the Government of the Hong Kong Special
Administrative Region (HKSAR) owns a 53% interest. The resort is located on 310 acres on Lantau Island and is in close
proximity to the Hong Kong International Airport. Hong Kong Disneyland Resort includes one theme park and three themed
resort hotels. A separate Hong Kong subsidiary of the Company is responsible for managing Hong Kong Disneyland Resort.
The Company is entitled to receive royalties and management fees based on the operating performance of Hong Kong
Disneyland Resort.

Hong Kong Disneyland — Hong Kong Disneyland consists of seven themed areas: Adventureland, Fantasyland, Grizzly
Gulch, Main Street USA, Mystic Point, Tomorrowland and Toy Story Land. These areas feature themed attractions, shows,
restaurants, merchandise shops and refreshment stands. Additionally, there are daily parades and a nighttime entertainment
event. Hong Kong Disneyland Resort is expanding the park in phases opening through 2023, which will add a number of new
guest offerings, including two new themed areas and a transformation of the Sleeping Beauty Castle.

Hotels — Hong Kong Disneyland Resort includes three themed hotels with a total of 1,750 rooms.

Shanghai Disney Resort

The Company owns a 43% interest in Shanghai Disney Resort, and Shanghai Shendi (Group) Co., Ltd (Shendi) owns a
57% interest. The resort is located in the Pudong district of Shanghai on approximately 1,000 acres of land, which includes the
Shanghai Disneyland theme park; two themed resort hotels; a retail, dining and entertainment complex (Disneytown); and an
outdoor recreation area. A management company, in which the Company has a 70% interest and Shendi has a 30% interest, is
responsible for operating the resort and receives a management fee based on the operating performance of Shanghai Disney
Resort. The Company is also entitled to royalties based on the resort’s revenues.

Shanghai Disneyland — Shanghai Disneyland consists of seven themed areas: Adventure Isle, Fantasyland, Gardens of
Imagination, Mickey Avenue, Tomorrowland, Toy Story Land, which opened in April 2018, and Treasure Cove. These areas
feature themed attractions, shows, restaurants, merchandise shops and refreshment stands. Additionally, there are daily parades
and a nighttime fireworks event.

Hotels and Other Facilities - Shanghai Disneyland Resort includes two themed hotels with a total of 1,220 rooms.
Disneytown is an 11-acre outdoor complex of dining, shopping and entertainment venues located adjacent to Shanghai
Disneyland. Most Disneytown facilities are operated by third parties that pay rent to Shanghai Disney Resort.

Tokyo Disney Resort

Tokyo Disney Resort is located on 494 acres of land, six miles east of downtown Tokyo, Japan. The Company earns
royalties on revenues generated by the Tokyo Disney Resort, which is owned and operated by Oriental Land Co., Ltd. (OLC), a
third-party Japanese corporation. The resort includes two theme parks (Tokyo Disneyland and Tokyo DisneySea); four Disney-
branded hotels; six other hotels (operated by third parties other than OLC); a retail, dining and entertainment complex
(Ikspiari); and Bon Voyage, a Disney-themed merchandise location.

Tokyo Disneyland — Tokyo Disneyland consists of seven themed areas: Adventureland, Critter Country, Fantasyland,
Tomorrowland, Toontown, Westernland and World Bazaar. OLC has begun construction on an expansion of Tokyo Disneyland,
which is scheduled to open in 2020.

Tokyo DisneySea — Tokyo DisneySea, adjacent to Tokyo Disneyland, is divided into seven “ports of call,” including
American Waterfront, Arabian Coast, Lost River Delta, Mediterranean Harbor, Mermaid Lagoon, Mysterious Island and Port
Discovery. OLC has announced plans for an eighth themed port scheduled to open in 2022.

Hotels and Other Resort Facilities — Tokyo Disney Resort includes four Disney-branded hotels with a total of more
than 2,400 rooms and a monorail, which links the theme parks and resort hotels with Ikspiari. OLC has announced plans to
open a 475-room Disney-branded hotel, which will integrate into the eighth themed port at Tokyo DisneySea.

Disney Vacation Club

DVC offers ownership interests in 14 resort facilities located at the Walt Disney World Resort; Disneyland Resort;
Aulani; Vero Beach, Florida; and Hilton Head Island, South Carolina. Available units are offered for sale under a vacation
ownership plan and are operated as hotel rooms when not occupied by vacation club members. The Company’s vacation club
units range from deluxe studios to three-bedroom grand villas. Unit counts in this document are presented in terms of two-
bedroom equivalents. DVC had approximately 4,000 vacation club units as of September 29, 2018. The Company has

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announced plans to add approximately 550 vacation club units at Walt Disney World. These units will be part of Disney’s
Riviera Resort and Reflections - A Disney Lakeside Lodge, scheduled to open in 2019 and 2022, respectively.

Disney Cruise Line

Disney Cruise Line is a four-ship vacation cruise line, which operates out of ports in North America and Europe. The
Disney Magic and the Disney Wonder are approximately 85,000-ton 875-stateroom ships, and the Disney Dream and the Disney
Fantasy are approximately 130,000-ton 1,250-stateroom ships. The ships cater to families, children, teenagers and adults, with
distinctly-themed areas and activities for each group. Many cruise vacations include a visit to Disney’s Castaway Cay, a 1,000-
acre private Bahamian island. The Company is expanding its cruise business by adding three new ships to be delivered in
calendar 2021, 2022 and 2023. The new ships will each be approximately 135,000 tons with 1,250 staterooms.

Adventures by Disney
Adventures by Disney offers all-inclusive guided vacation tour packages predominantly at non-Disney sites around the
world. The Company offered 40 different tour packages during 2018.

Walt Disney Imagineering

Walt Disney Imagineering provides master planning, real estate development, attraction, entertainment and show design,
engineering support, production support, project management and research and development for the Company’s Parks and
Resorts operations.

Competition and Seasonality

The Company’s theme parks and resorts as well as Disney Cruise Line and Disney Vacation Club compete with other
forms of entertainment, lodging, tourism and recreational activities. The profitability of the leisure-time industry may be
influenced by various factors that are not directly controllable, such as economic conditions including business cycle and
exchange rate fluctuations, the political environment, travel industry trends, amount of available leisure time, oil and
transportation prices, weather patterns and natural disasters.

All of the theme parks and the associated resort facilities are operated on a year-round basis. Typically, theme park
attendance and resort occupancy fluctuate based on the seasonal nature of vacation travel and leisure activities, the opening of
new guest offerings, and pricing and promotional offers. Peak attendance and resort occupancy generally occur during the
summer months when school vacations occur and during early-winter and spring-holiday periods.

STUDIO ENTERTAINMENT
The Studio Entertainment segment produces and acquires live-action and animated motion pictures, musical recordings
and live stage plays.

The businesses in the Studio Entertainment segment generate revenue from distribution of films in the theatrical, home
entertainment and television and SVOD markets, stage play ticket sales, music distribution and licensing of Company
intellectual property for use in live entertainment productions. Significant operating expenses include amortization of
production, participations and residuals costs, marketing and sales costs, distribution expenses and costs of sales.

The Company distributes films primarily under the Walt Disney Pictures, Pixar, Marvel, Lucasfilm and Touchstone
banners. In addition, the Company distributes live-action films produced by DreamWorks Studios (DreamWorks) that were
released theatrically from 2010 through 2016.

Prior to the Company’s acquisition of Marvel in fiscal year 2010, Marvel had licensed the rights to third-party studios to
produce and distribute feature films based on certain Marvel properties including Spider-Man (licensed to Sony Pictures
Entertainment), The Fantastic Four (licensed to 21CF) and X-Men (licensed to 21CF). Under the licensing arrangements, the
third-party studios incur the costs to produce and distribute the films, and the Company retains the merchandise licensing
rights. Under the licensing arrangement for Spider-Man, the Company pays the third-party studio a licensing fee based on each
film’s box office receipts, subject to specified limits. Under the licensing arrangements for The Fantastic Four and X-Men, the
third-party studio pays the Company a licensing fee and receives a share of the Company’s merchandise revenue on these
properties. The Company distributes all Marvel-produced films with the exception of The Incredible Hulk, which is distributed
by Universal Pictures.

Prior to the Company’s acquisition of Lucasfilm in fiscal year 2013, Lucasfilm produced six Star Wars films (Episodes 1
through 6). Lucasfilm retained the merchandise licensing rights related to all of those films and the rights related to television

11
and electronic distribution formats for all of those films, with the exception of the rights for Episode 4, which are owned by
21CF. All of those films are distributed by 21CF in the theatrical and home entertainment markets. The theatrical and home
entertainment distribution rights for these films revert back to Lucasfilm in May 2020 with the exception of Episode 4, for
which these distribution rights are retained by 21CF.

Lucasfilm also includes Industrial Light & Magic and Skywalker Sound, which provide visual and audio effects and other
post-production services to the Company and third-party producers.

Theatrical Market
We produce and distribute both live-action films and full-length animated films. In the domestic theatrical market, we
generally distribute and market our filmed products directly. In most major international markets, we distribute our filmed
products directly while in other markets our films are distributed by independent companies or joint ventures. During fiscal
2019, we expect to release 11 of our own produced feature films. Cumulatively through September 29, 2018 the Company has
released domestically approximately 1,000 full-length live-action features and 100 full-length animated features.

The Company incurs significant marketing and advertising costs before and throughout the theatrical release of a film in
an effort to generate public awareness of the film, to increase the public’s intent to view the film and to help generate consumer
interest in the subsequent home entertainment and other ancillary markets. These costs are expensed as incurred. Therefore, we
may incur a loss on a film in the theatrical markets, including in periods prior to the theatrical release of the film.

Home Entertainment Market

In the domestic market, we distribute home entertainment releases directly under each of our motion picture banners. In
international markets, we distribute home entertainment releases under our motion picture banners both directly and through
independent distribution companies.

Domestic and international home entertainment distribution typically starts three to six months after the theatrical release
in each market. Home entertainment releases are distributed in physical (DVD and Blu-ray) and electronic formats. Electronic
formats may be released up to four weeks ahead of the physical release. Physical formats are generally sold to retailers, such as
Walmart and Target and electronic formats are sold through e-tailers, such as Apple and Amazon.

As of September 29, 2018, we had approximately 1,500 active produced and acquired titles, including 1,100 live-action
titles and 400 animated titles, in the domestic home entertainment marketplace and approximately 1,600 active produced and
acquired titles, including 1,100 live-action titles and 500 animated titles, in the international marketplace.

Television Market
In the television market, we license our films to cable and broadcast networks, television stations and other video service
providers, which may provide the content to viewers on television or a variety of internet-connected devices. The Company
plans to launch Disney+ in late 2019, therefore we may not license the films to third parties in some of the following windows:

Video-on-Demand (VOD) — Concurrently with physical home entertainment distribution, we license titles to VOD
service providers for electronic delivery to consumers for a specified rental period.

Pay Television (Pay 1) — In the U.S., there are two or three pay television windows. The first window is generally
eighteen months in duration and follows the VOD window. The Company has licensed exclusive domestic pay television rights
to Netflix for all films released theatrically during calendar years 2016 through 2018, with the exception of DreamWorks films.
DreamWorks titles that are distributed by the Company are licensed to Showtime under a separate agreement.

Free Television (Free 1) — The Pay 1 window is followed by a television window that may last up to 84 months.
Motion pictures are usually sold in the Free 1 window to basic cable networks.

Pay Television 2 (Pay 2) and Free Television 2 (Free 2) — In the U.S., Free 1 is generally followed by a twelve to
nineteen-month Pay 2 window under our license arrangements with Netflix, Starz and Showtime. The Pay 2 window is
followed by a Free 2 window generally for up to 84 months, whereby films are licensed to basic cable networks, SVOD
services and to television station groups.

Pay Television 3 (Pay 3) and Free Television 3 (Free 3) — In the U.S., Free 2 is sometimes followed by a seven-month
Pay 3 window, and then by a Free 3 window, which can have license periods of various lengths. In the Free 3 window, films are
licensed to basic cable networks, SVOD services and to television station groups.

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 International Television — The Company also licenses its films outside of the U.S. The typical windowing sequence is
consistent with the domestic cycle such that titles premiere on VOD services and then on pay TV or SVOD services before
airing in free TV. Windowing strategies are developed in response to local market practices and conditions, and the exact
sequence and length of each window can vary by country.

Disney Music Group

The Disney Music Group (DMG) commissions new music for the Company’s motion pictures and television programs
and develops, produces, markets and distributes recorded music worldwide either directly or through license agreements. DMG
also licenses the songs and recording copyrights to third parties for printed music, records, audio-visual devices, public
performances and digital distribution and produces live musical concerts. DMG includes Walt Disney Records, Hollywood
Records, Disney Music Publishing and Disney Concerts.

Disney Theatrical Group

Disney Theatrical Group develops, produces and licenses live entertainment events on Broadway and around the world,
including The Lion King, Aladdin, Frozen, The Little Mermaid, Beauty and the Beast, The Hunchback of Notre Dame, Mary
Poppins (a co-production with Cameron Mackintosh Ltd), Newsies and TARZAN®.

Disney Theatrical Group also licenses the Company’s intellectual property to Feld Entertainment, the producer of Disney
On Ice and Marvel Universe Live!.

Competition and Seasonality

The Studio Entertainment businesses compete with all forms of entertainment. A significant number of companies
produce and/or distribute theatrical and television films, exploit products in the home entertainment market, provide pay
television and SVOD programming services, produce music and sponsor live theater. We also compete to obtain creative and
performing talents, story properties, advertiser support and broadcast rights that are essential to the success of our Studio
Entertainment businesses.

The success of Studio Entertainment operations is heavily dependent upon public taste and preferences. In addition,
Studio Entertainment operating results fluctuate due to the timing and performance of releases in the theatrical, home
entertainment and television markets. Release dates are determined by several factors, including competition and the timing of
vacation and holiday periods.

CONSUMER PRODUCTS & INTERACTIVE MEDIA

The Consumer Products & Interactive Media segment licenses the Company’s trade names, characters and visual and
literary properties to various manufacturers, game developers, publishers and retailers throughout the world. We develop and
publish games, primarily for mobile platforms, and books, magazines and comic books. The segment also distributes branded
merchandise directly through retail, online and wholesale businesses. In addition, the segment’s operations include website
management and design, primarily for other Company businesses, and the development and distribution of online video
content.

The Consumer Products & Interactive Media segment generates revenue primarily from:
• licensing characters and content from our film, television and other properties to third parties for use on consumer
merchandise, in multi-platform games and published materials;
• selling merchandise through our retail stores, internet shopping sites and to wholesalers;
• selling self-published children’s books and magazines and comic books to wholesalers;
• selling advertising in online video content;
• selling games and related content through app distributors, online and through in-game purchases; and
• charging tuition at English language learning centers in China (Disney English).
Significant costs include costs of goods sold, distribution expenses, operating labor, retail occupancy costs, product
development and marketing.

Merchandise Licensing
The Company’s merchandise licensing operations cover a diverse range of product categories, the most significant of
which are: toys, apparel, home décor and furnishings, accessories, health and beauty, stationery, food, footwear and consumer
electronics. The Company licenses characters from its film, television and other properties for use on third-party products in
13
these categories and earns royalties, which are usually based on a fixed percentage of the wholesale or retail selling price of the
products. Some of the major properties licensed by the Company include: Mickey and Minnie, Star Wars, Avengers, Disney
Princess, Frozen, Cars, Disney Channel characters, Spider-Man, Winnie the Pooh, Disney Classics and The Incredibles.

Retail
The Company markets Disney-, Marvel- and Lucasfilm-themed products through retail stores operated under the Disney
Store name and through internet sites in North America, Western Europe, Japan and China. The stores are generally located in
leading shopping malls and other retail complexes. The Company currently owns and operates 214 stores in North America, 87
stores in Europe, 53 stores in Japan and two stores in China. Internet sites are branded shopDisney and shopMarvel in the
United States, shopDisney in Europe, and store.Disney in Japan. The Company also sells merchandise to retailers under
wholesale arrangements.

Games
The Company licenses our properties to third-party game developers. We also develop and publish games, primarily for
mobile platforms.

Publishing
The Company creates, distributes, licenses and publishes a variety of products in multiple countries and languages based
on the Company’s branded franchises. The products include children’s books, comic books, graphic novel collections,
magazines, learning products and storytelling apps. Disney English develops and delivers an English language learning
curriculum for Chinese children using Disney content in 26 learning centers in six cities across China.

Other
The Company develops, publishes and distributes interactive family content through apps and websites. Disney Digital
Network (DDN) develops online video content, primarily for distribution on YouTube, and provides online marketing services.
The Company also licenses Disney properties and content to mobile phone carriers in Japan.

Competition and Seasonality

The Consumer Products & Interactive Media businesses compete with other licensors, retailers and publishers of
character, brand and celebrity names, as well as other licensors, publishers and developers of game software, online video
content, internet websites, other types of home entertainment and retailers of toys and kids merchandise. Operating results are
influenced by seasonal consumer purchasing behavior, which generally results in higher revenues during the Company’s first
and fourth fiscal quarter, and by the timing and performance of theatrical and game releases and cable programming broadcasts.

INTELLECTUAL PROPERTY PROTECTION

The Company’s businesses throughout the world are affected by its ability to exploit and protect against infringement of
its intellectual property, including trademarks, trade names, copyrights, patents and trade secrets. Important intellectual
property includes rights in the content of motion pictures, television programs, electronic games, sound recordings, character
likenesses, theme park attractions, books and magazines. Risks related to the protection and exploitation of intellectual property
rights are set forth in Item 1A – Risk Factors.

AVAILABLE INFORMATION
Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those
reports are available without charge on our website, www.disney.com/investors, as soon as reasonably practicable after they are
filed electronically with the Securities and Exchange Commission (SEC). We are providing the address to our internet site
solely for the information of investors. We do not intend the address to be an active link or to otherwise incorporate the contents
of the website into this report.

ITEM 1A. Risk Factors

For an enterprise as large and complex as the Company, a wide range of factors could materially affect future
developments and performance. In addition to the factors affecting specific business operations identified in connection with
the description of these operations and the financial results of these operations elsewhere in this report, the most significant
factors affecting our operations include the following:

14
Changes in U.S., global, or regional economic conditions could have an adverse effect on the profitability of some or all
of our businesses.
A decline in economic activity in the U.S. and other regions of the world in which we do business can adversely affect
demand for any of our businesses, thus reducing our revenue and earnings. Past declines in economic conditions reduced
spending at our parks and resorts, purchase of and prices for advertising on our broadcast and cable networks and owned
stations, performance of our home entertainment releases, and purchases of Company-branded consumer products, and similar
impacts can be expected should such conditions recur. A decline in economic conditions could also reduce attendance at our
parks and resorts, prices that MVPDs pay for our cable programming or subscription levels for our cable programming.
Economic conditions can also impair the ability of those with whom we do business to satisfy their obligations to us. In
addition, an increase in price levels generally, or in price levels in a particular sector such as the energy sector, could result in a
shift in consumer demand away from the entertainment and consumer products we offer, which could also adversely affect our
revenues and, at the same time, increase our costs. Changes in exchange rates for foreign currencies may reduce international
demand for our products or increase our labor or supply costs in non-U.S. markets, and recent changes have reduced the U.S.
dollar value of revenue we receive and expect to receive from other markets. Economic or political conditions in a country
could also reduce our ability to hedge exposure to currency fluctuations in the country or our ability to repatriate revenue from
the country.

Changes in public and consumer tastes and preferences for entertainment and consumer products could reduce demand
for our entertainment offerings and products and adversely affect the profitability of any of our businesses.
Our businesses create entertainment, travel and consumer products whose success depends substantially on consumer
tastes and preferences that change in often unpredictable ways. The success of our businesses depends on our ability to
consistently create filmed entertainment and television programming, which may be distributed among other ways through
broadcast, cable, internet or cellular technology, theme park attractions, hotels and other resort facilities and travel experiences
and consumer products that meet the changing preferences of the broad consumer market and respond to competition from an
expanding array of choices facilitated by technological developments in the delivery of content. Many of our businesses
increasingly depend on acceptance of our offerings and products by consumers outside the U.S., and their success therefore
depends on our ability to successfully predict and adapt to changing consumer tastes and preferences outside as well as inside
the U.S. Moreover, we must often invest substantial amounts in film production, television programming, acquisition of sports
rights, theme park attractions, cruise ships or hotels and other resort facilities before we know the extent to which these
products will earn consumer acceptance. If our entertainment offerings and products do not achieve sufficient consumer
acceptance, our revenue from advertising sales (which are based in part on ratings for the programs in which advertisements
air), from affiliate fees, from subscription fees, from theatrical film receipts, from the license of rights to other distributors,
from theme park admissions, from hotel room charges and merchandise, from food and beverage sales, from sales of licensed
consumer products or from sales of our other consumer products and services, may decline or fail to grow to the extent we
anticipate when making investment decisions and thereby adversely affect the profitability of one or more of our businesses.

Changes in technology and in consumer consumption patterns may affect demand for our entertainment products, the
revenue we can generate from these products or the cost of producing or distributing products.
The media entertainment and internet businesses in which we participate increasingly depend on our ability to
successfully adapt to shifting patterns of content consumption through the adoption and exploitation of new technologies. New
technologies affect the demand for our products, the manner in which our products are distributed to consumers, ways we
charge for and receive revenue for our entertainment products and the stability of those revenue streams, the sources and nature
of competing content offerings, the time and manner in which consumers acquire and view some of our entertainment products
and the options available to advertisers for reaching their desired audiences. This trend has impacted the business model for
certain traditional forms of distribution, as evidenced by the industry-wide decline in ratings for broadcast television, the
reduction in demand for home entertainment sales of theatrical content, the development of alternative distribution channels for
broadcast and cable programming and declines in subscriber levels for traditional cable channels, including for a number of our
networks. In order to respond to these developments, we regularly consider and from time to time implement changes to our
business models, most recently by developing DTC products for certain sports programming on ESPN+ (launched in 2018) and
for filmed entertainment and other programming on Disney+ (to be launched in 2019). There can be no assurance that our DTC
offerings and other efforts will successfully respond to these changes, and we expect to forgo revenue from traditional sources
in the short term. There can be no assurance that the DTC model and other business models we may develop will ultimately be
as profitable as our current business models.

The success of our businesses is highly dependent on the existence and maintenance of intellectual property rights in the
entertainment products and services we create.
The value to us of our intellectual property rights is dependent on the scope and duration of our rights as defined by
applicable laws in the U.S. and abroad and the manner in which those laws are construed. If those laws are drafted or

15
interpreted in ways that limit the extent or duration of our rights, or if existing laws are changed, our ability to generate revenue
from our intellectual property may decrease, or the cost of obtaining and maintaining rights may increase.
The unauthorized use of our intellectual property may increase the cost of protecting rights in our intellectual property or
reduce our revenues. The convergence of computing, communication, and entertainment devices, increased broadband internet
speed and penetration, increased availability and speed of mobile data transmission and increasingly sophisticated attempts to
obtain unauthorized access to data systems have made the unauthorized digital copying and distribution of our films, television
productions and other creative works easier and faster and protection and enforcement of intellectual property rights more
challenging. The unauthorized distribution and access to entertainment content generally continues to be a significant challenge
for intellectual property rights holders. Inadequate laws or weak enforcement mechanisms to protect entertainment industry
intellectual property in one country can adversely affect the results of the Company’s operations worldwide, despite the
Company’s efforts to protect its intellectual property rights. These developments require us to devote substantial resources to
protecting our intellectual property against unlicensed use and present the risk of increased losses of revenue as a result of
unlicensed distribution of our content.
With respect to intellectual property developed by the Company and rights acquired by the Company from others, the
Company is subject to the risk of challenges to our copyright, trademark and patent rights by third parties. Successful
challenges to our rights in intellectual property may result in increased costs for obtaining rights or the loss of the opportunity
to earn revenue from the intellectual property that is the subject of challenged rights.

Protection of electronically stored data is costly and if our data is compromised in spite of this protection, we may incur
additional costs, lost opportunities and damage to our reputation.
We maintain information necessary to conduct our business, including confidential and proprietary information as well as
personal information regarding our customers and employees, in digital form. Data maintained in digital form is subject to the
risk of unauthorized access, modification and exfiltration. We develop and maintain information security systems in an effort to
prevent this, but the development and maintenance of these systems is costly and requires ongoing monitoring and updating as
technologies change and efforts to overcome security measures become more sophisticated. Accordingly, despite our efforts,
unauthorized access, modification and exfiltration of data cannot be eliminated entirely, and the risks associated with a
potentially material incident remain. In addition, we provide confidential, proprietary and personal information to third parties
when it is necessary to pursue business objectives. While we obtain assurances that these third parties will protect this
information and, where we believe appropriate, monitor the protections employed by these third parties, there is a risk the
confidentiality of data held by third parties may be compromised. If our information security systems or data are compromised
in a material way, our ability to conduct our business may be impaired, we may lose profitable opportunities or the value of
those opportunities may be diminished and, as described above, we may lose revenue as a result of unlicensed use of our
intellectual property. If personal information of our customers or employees is misappropriated, our reputation with our
customers and employees may be damaged resulting in loss of business or morale, and we may incur costs to remediate
possible harm to our customers and employees and/or to pay fines or take other action with respect to judicial or regulatory
actions arising out of the incident.

A variety of uncontrollable events may reduce demand for our products and services, impair our ability to provide our
products and services or increase the cost of providing our products and services.
Demand for our products and services, particularly our theme parks and resorts, is highly dependent on the general
environment for travel and tourism. The environment for travel and tourism, as well as demand for other entertainment
products, can be significantly adversely affected in the U.S., globally or in specific regions as a result of a variety of factors
beyond our control, including: adverse weather conditions arising from short-term weather patterns or long-term change,
catastrophic events or natural disasters (such as excessive heat or rain, hurricanes, typhoons, floods, tsunamis and earthquakes);
health concerns; international, political or military developments; and terrorist attacks. These events and others, such as
fluctuations in travel and energy costs and computer virus attacks, intrusions or other widespread computing or
telecommunications failures, may also damage our ability to provide our products and services or to obtain insurance coverage
with respect to these events. An incident that affected our property directly would have a direct impact on our ability to provide
goods and services and could have an extended effect of discouraging consumers from attending our facilities. Moreover, the
costs of protecting against such incidents reduces the profitability of our operations.
In addition, we derive affiliate fees and royalties from the distribution of our programming, sales of our licensed goods
and services by third parties, and the management of businesses operated under brands licensed from the Company, and we are
therefore dependent on the successes of those third parties for that portion of our revenue. A wide variety of factors could
influence the success of those third parties and if negative factors significantly impacted a sufficient number of those third
parties, the profitability of one or more of our businesses could be adversely affected.
We obtain insurance against the risk of losses relating to some of these events, generally including physical damage to
our property and resulting business interruption, certain injuries occurring on our property and some liabilities for alleged
16
breach of legal responsibilities. When insurance is obtained it is subject to deductibles, exclusions, terms, conditions and limits
of liability. The types and levels of coverage we obtain vary from time to time depending on our view of the likelihood of
specific types and levels of loss in relation to the cost of obtaining coverage for such types and levels of loss.

Changes in our business strategy or restructuring of our businesses may increase our costs or otherwise affect the
profitability of our businesses.
As changes in our business environment occur we may adjust our business strategies to meet these changes or we may
otherwise decide to restructure our operations or particular businesses or assets. In addition, external events including changing
technology, changing consumer patterns, acceptance of our theatrical offerings and changes in macroeconomic conditions may
impair the value of our assets. When these changes or events occur, we may incur costs to change our business strategy and
may need to write down the value of assets. We also make investments in existing or new businesses, including investments in
international expansion of our business and in new business lines. In recent years, such investments have included expansion
and renovation of certain of our theme park attractions, investment in Shanghai Disney Resort and investments related to
direct-to-consumer offerings of sports and other entertainment products. Some of these investments may have short-term
returns that are negative or low and the ultimate business prospects of the businesses may be uncertain. In any of these events,
our costs may increase, we may have significant charges associated with the write-down of assets or returns on new
investments may be lower than prior to the change in strategy or restructuring.

Increased competitive pressures may reduce our revenues or increase our costs.
We face substantial competition in each of our businesses from alternative providers of the products and services we offer
and from other forms of entertainment, lodging, tourism and recreational activities. This includes competition for human
resources, programming and other resources we require in operating our business. For example:
• Our studio operations and media businesses compete to obtain creative, performing and business talent, sports and
other programming, story properties, advertiser support and market share with other studio operations, broadcast and
cable networks, SVOD providers, and other new sources of broadband delivered content.
• Our broadcast and cable networks and stations compete for the sale of advertising time with other broadcast, cable and
satellite services, as well as with newspapers, magazines, billboards and radio stations. In addition, we increasingly
face competition for advertising sales from internet and mobile delivered content, which offer advertising delivery
technologies that are more targeted than can be achieved through traditional means.
• Our cable networks compete for carriage of their programming with other programming providers.
• Our theme parks and resorts compete for guests with all other forms of entertainment, lodging, tourism and recreation
activities.
• Our studio operations compete for customers with all other forms of entertainment.
• Our interactive media operations compete with other licensors and publishers of console, online and mobile games and
other types of home entertainment.
Competition in each of these areas may increase as a result of technological developments and changes in market
structure, including consolidation of suppliers of resources and distribution channels. Increased competition may divert
consumers from our creative or other products, or to other products or other forms of entertainment, which could reduce our
revenue or increase our marketing costs. Competition for the acquisition of resources can increase the cost of producing our
products and services or deprive us of talent necessary to produce high quality creative material. Such competition may also
reduce, or limit growth in, prices for our products and services, including advertising rates and subscription fees at our media
networks, parks and resorts admissions and room rates, and prices for consumer products from which we derive license
revenues

Turmoil in the financial markets could increase our cost of borrowing and impede access to or increase the cost of
financing our operations and investments.
Past disruptions in the U.S. and global credit and equity markets made it difficult for many businesses to obtain financing
on acceptable terms. These conditions tended to increase the cost of borrowing and if they recur, our cost of borrowing could
increase and it may be more difficult to obtain financing for our operations or investments. In addition, our borrowing costs can
be affected by short- and long-term debt ratings assigned by independent rating agencies that are based, in part, on the
Company’s performance as measured by credit metrics such as interest coverage and leverage ratios. A decrease in these ratings
would likely increase our cost of borrowing and/or make it more difficult for us to obtain financing. Past disruptions in the
global financial markets also impacted some of the financial institutions with which we do business. A similar decline in the
financial stability of financial institutions could affect our ability to secure credit-worthy counterparties for our interest rate and
foreign currency hedging programs, could affect our ability to settle existing contracts and could also affect the ability of our
business customers to obtain financing and thereby to satisfy their obligations to us.

17
Sustained increases in costs of pension and postretirement medical and other employee health and welfare benefits may
reduce our profitability.
With approximately 201,000 employees, our profitability is substantially affected by costs of pension benefits and current
and postretirement medical benefits. We may experience significant increases in these costs as a result of macro-economic
factors, which are beyond our control, including increases in the cost of health care. In addition, changes in investment returns
and discount rates used to calculate pension expense and related assets and liabilities can be volatile and may have an
unfavorable impact on our costs in some years. These macroeconomic factors as well as a decline in the fair value of pension
and postretirement medical plan assets may put upward pressure on the cost of providing pension and postretirement medical
benefits and may increase future funding requirements. Although we have actively sought to control increases in these costs,
there can be no assurance that we will succeed in limiting cost increases, and continued upward pressure could reduce the
profitability of our businesses.

Our results may be adversely affected if long-term programming or carriage contracts are not renewed on sufficiently
favorable terms.
We enter into long-term contracts for both the acquisition and the distribution of media programming and products,
including contracts for the acquisition of programming rights for sporting events and other programs, and contracts for the
distribution of our programming to content distributors. As these contracts expire, we must renew or renegotiate the contracts,
and if we are unable to renew them on acceptable terms, we may lose programming rights or distribution rights. Even if these
contracts are renewed, the cost of obtaining programming rights may increase (or increase at faster rates than our historical
experience) or programming distributors, facing pressures resulting from increased subscription fees and alternative
distribution challenges, may demand terms (including pricing and the breadth of distribution) that reduce our revenue from
distribution of programs (or increase revenue at slower rates than our historical experience). Moreover, our ability to renew
these contracts on favorable terms may be affected by recent consolidation in the market for program distribution and the
entrance of new participants in the market for distribution of content on digital platforms. With respect to the acquisition of
programming rights, particularly sports programming rights, the impact of these long-term contracts on our results over the
term of the contracts depends on a number of factors, including the strength of advertising markets, subscription levels and
rates for programming, effectiveness of marketing efforts and the size of viewer audiences. There can be no assurance that
revenues from programming based on these rights will exceed the cost of the rights plus the other costs of producing and
distributing the programming.

Changes in regulations applicable to our businesses may impair the profitability of our businesses.
Our broadcast networks and television stations are highly regulated, and each of our other businesses is subject to a
variety of U.S. and overseas regulations. These regulations include:
• U.S. FCC regulation of our television and radio networks, our national programming networks and our owned
television stations. See Item 1 — Business — Media Networks, Federal Regulation.
• Federal, state and foreign privacy and data protection laws and regulations.
• Regulation of the safety of consumer products and theme park operations.
• Environmental protection regulations.
• Imposition by foreign countries of trade restrictions, restrictions on the manner in which content is currently licensed
and distributed, ownership restrictions, currency exchange controls or motion picture or television content
requirements or quotas.
• Domestic and international wage laws, tax laws or currency controls.
Changes in any of these regulations or regulatory activities in any of these areas may require us to spend additional
amounts to comply with the regulations, or may restrict our ability to offer products and services in ways that are profitable.

Our operations outside the United States may be adversely affected by the operation of laws in those jurisdictions.
Our operations in non-U.S. jurisdictions are in many cases subject to the laws of the jurisdictions in which they operate
rather than U.S. law. Laws in some jurisdictions differ in significant respects from those in the U.S. These differences can affect
our ability to react to changes in our business, and our rights or ability to enforce rights may be different than would be
expected under U.S. law. Moreover, enforcement of laws in some overseas jurisdictions can be inconsistent and unpredictable,
which can affect both our ability to enforce our rights and to undertake activities that we believe are beneficial to our business.
In addition, the business and political climate in some jurisdictions may encourage corruption, which could reduce our ability
to compete successfully in those jurisdictions while remaining in compliance with local laws or United States anti-corruption
laws applicable to our businesses. As a result, our ability to generate revenue and our expenses in non-U.S. jurisdictions may
differ from what would be expected if U.S. law governed these operations.

18
Labor disputes may disrupt our operations and adversely affect the profitability of any of our businesses.
A significant number of employees in various of our businesses are covered by collective bargaining agreements,
including employees of our theme parks and resorts as well as writers, directors, actors, production personnel and others
employed in our media networks and studio operations. In addition, the employees of licensees who manufacture and retailers
who sell our consumer products, and employees of providers of programming content (such as sports leagues) may be covered
by labor agreements with their employers. In general, a labor dispute involving our employees or the employees of our
licensees or retailers who sell our consumer products or providers of programming content may disrupt our operations and
reduce our revenues, and resolution of disputes may increase our costs.

The seasonality of certain of our businesses could exacerbate negative impacts on our operations.
Each of our businesses is normally subject to seasonal variations, as follows:
• Revenues in our Media Networks segment are subject to seasonal advertising patterns and changes in viewership
levels. In general, advertising revenues are somewhat higher during the fall and somewhat lower during the summer
months. Affiliate fees are typically collected ratably throughout the year.
• Revenues in our Parks and Resorts segment fluctuate with changes in theme park attendance and resort occupancy
resulting from the seasonal nature of vacation travel and leisure activities. Peak attendance and resort occupancy
generally occur during the summer months when school vacations occur and during early-winter and spring-holiday
periods.
• Revenues in our Studio Entertainment segment fluctuate due to the timing and performance of releases in the
theatrical, home entertainment and television markets. Release dates are determined by several factors, including
competition and the timing of vacation and holiday periods.
• Revenues in our Consumer Products & Interactive Media segment are influenced by seasonal consumer purchasing
behavior, which generally results in higher revenues during the Company’s first and fourth fiscal quarters, and by the
timing and performance of theatrical and game releases and cable programming broadcasts.
Accordingly, if a short-term negative impact on our business occurs during a time of high seasonal demand (such as
hurricane damage to our parks during the summer travel season), the effect could have a disproportionate effect on the results
of that business for the year.

Risk Factors Related to the Acquisition of 21CF

The proposed Acquisition of 21CF may cause disruption in our business.
The merger agreement related to the acquisition of 21CF (the “Acquisition”) restricts us from taking certain specified
actions without 21CF’s consent until the Acquisition is completed or the merger agreement is terminated, including making
certain acquisitions to the extent that the acquisition would reasonably be expected to prevent, materially delay or materially
impair the completion of the Acquisition, and from paying dividends in excess of certain thresholds. These restrictions may
affect our ability to execute our business strategies and attain our financial and other goals and may impact our financial
condition, results of operations and cash flows.
The proposed Acquisition could cause disruptions to our business or business relationships, which could have an adverse
impact on results of operations. Parties with which we have business relationships may experience uncertainty as to the future
of such relationships and may delay or defer certain business decisions, seek alternative relationships with third parties or seek
to alter their present business relationships with us. Parties with whom we otherwise may have sought to establish business
relationships may seek alternative relationships with third parties.
The pursuit of the Acquisition and the preparation for the integration of 21CF may place a significant burden on our
management and internal resources. The diversion of management’s attention away from day-to-day business concerns and any
difficulties encountered in the transition and integration process could adversely affect our financial results.
We have incurred and expect to continue to incur significant costs, expenses and fees for professional services and other
transaction costs in connection with the Acquisition. We may also incur unanticipated costs in the integration of the businesses
of 21CF and Disney. The substantial majority of these costs will be non-recurring expenses relating to the Acquisition, and
many of these costs are payable regardless of whether or not the Acquisition is consummated. We also could be subject to
litigation related to the proposed Acquisition, which could result in significant costs and expenses.

Failure to complete the Acquisition in a timely manner or at all could negatively impact the market price of our common
stock, as well as our future business and our financial condition, results of operations and cash flows.
We currently anticipate the Acquisition will be completed in the first half of calendar year 2019, but we cannot be certain
when or if the conditions for the Acquisition will be satisfied or (if permissible under applicable law) waived. The Acquisition
cannot be completed until the conditions to closing are satisfied or (if permissible under applicable law) waived, including (i)
receipt of certain required governmental approvals and consents, (ii) receipt by 21CF of a surplus and solvency opinion with
19
respect to the separation of the 21CF assets and liabilities that we are not acquiring in the Acquisition, referred to as the
separation, and the cash dividend in connection with the Acquisition, (iii) the registration of the common stock of a newly
formed subsidiary of 21CF, referred to as New Fox, that is contemplated to own the 21CF assets and liabilities that we are not
acquiring in the Acquisition and which will be spun off to 21CF stockholders, (iv) authorization of Disney and New Fox shares
for listing on NYSE or NASDAQ, as applicable, (v) the consummation of the separation and spin off of New Fox to 21CF
stockholders, (vi) receipt of certain tax opinions by each of 21CF and Disney, including tax opinions regarding the intended tax
treatment of the transactions contemplated by the merger agreement for U.S. federal income tax purposes, and (vii ) the
accuracy of the representations and warranties made by 21CF or Disney, as applicable, in the merger agreement. Our obligation
to complete the Acquisition is also subject to, among other conditions, the absence of regulatory authorities requiring certain
actions on our part. The satisfaction of the required conditions could delay the completion of the Acquisition for a significant
period of time or prevent it from occurring. Further, there can be no assurance that the conditions to the closing of the
Acquisition will be satisfied or waived or that the Acquisition will be completed.
If the Acquisition is not completed in a timely manner or at all, our business may be adversely affected as follows:
• we may experience negative reactions from the financial markets, and our stock price could decline to the extent that
the current market price reflects an assumption that the Acquisition will be completed;
• we may experience negative reactions from employees, customers, suppliers or other third parties;
• management’s focus may have been diverted from pursuing other opportunities that could have been beneficial to
Disney; and
• our costs of pursuing the Acquisition may be higher than anticipated.
In addition to the above risks, we may be required, under certain circumstances, to pay 21CF a termination fee equal to
$1.525 billion, or in connection with a termination under certain specified circumstances in connection with the failure to
obtain regulatory approvals, $2.5 billion. If the Acquisition is not consummated, there can be no assurance that these risks will
not materialize and will not materially adversely affect our stock price, business, financial conditions, results of operations or
cash flows.

The Acquisition may not be accretive, and may be dilutive, to our earnings per share, which may negatively affect the
market price of our common stock.
We currently expect the Acquisition to be accretive to our earnings per share, excluding the impact of purchase
accounting, in fiscal 2021 assuming the Acquisition closes in fiscal 2019. This expectation, however, is based on preliminary
estimates that may materially change. In addition, we could fail to realize all of the benefits anticipated in the Acquisition or
experience delays or inefficiencies in realizing such benefits. Such factors could, combined with the issuance of shares of our
common stock in connection with the Acquisition, result in the Acquisition being dilutive to our earnings per share, which
could negatively affect the market price of our common stock.

In order to complete the Acquisition, Disney and 21CF must obtain certain governmental approvals, and if such approvals
are not granted or are granted with conditions, completion of the Acquisition may be jeopardized or the anticipated benefits
of the Acquisition could be reduced.
Although Disney and 21CF have agreed to use reasonable best efforts, subject to certain limitations, to make certain
governmental filings and obtain the required governmental approvals or expiration or earlier termination of relevant waiting
periods, as the case may be, there can be no assurance that the relevant waiting periods will expire or be terminated or that the
relevant approvals will be obtained. As a condition to approving the Acquisition, these governmental authorities may impose
conditions, terms, obligations or restrictions or require divestitures or place restrictions on the conduct of our business after
completion of the Acquisition. There can be no assurance that regulators will not impose conditions, terms, obligations or
restrictions and that such conditions, terms, obligations or restrictions will not have the effect of delaying or preventing
completion of the Acquisition or imposing additional material costs on or materially limiting the revenues of the combined
company following the Acquisition, or otherwise adversely affecting, including to a material extent, our businesses and results
of operations after completion of the Acquisition. If we or 21CF are required to divest assets or businesses, there can be no
assurance that we or 21CF will be able to negotiate such divestitures expeditiously or on favorable terms or that the
governmental authorities will approve the terms of such divestitures. We can provide no assurance that these conditions, terms,
obligations or restrictions will not result in the abandonment of the Acquisition.

We will be required to divest the 21CF regional sports networks (the “21CF RSNs”) and we may not be able to negotiate
such divestitures expeditiously or on favorable terms.
On June 27, 2018, the U.S. Department of Justice (the “DOJ”) submitted a proposed final judgment resolving a complaint
it filed the same day to remedy potential competitive concerns regarding our acquisition of the 21CF RSNs. Pursuant to the
DOJ’s proposed final judgment, we will be required to hold separate and divest the 21CF RSNs following the completion of the
Acquisition if the divestiture of the 21CF RSNs is not completed prior to the completion of the Acquisition. The proposed final

20
judgment is subject to the approval of the United States District Court for the Southern District of New York. There can be no
assurance that such court approval will be granted. Although we intend to fully comply with the proposed final judgment, there
can be no assurance that we will be able to negotiate such divestitures expeditiously or on favorable terms, or that
governmental authorities will approve the terms of such divestitures. In the event that we are unable to divest all of the 21CF
RSNs within the agreed upon time periods, the DOJ may apply for a trustee to be appointed to give effect to the divestitures,
and we will be unable to object to any sale of the 21CF RSNs by the trustee on any grounds other than the trustee’s
malfeasance.

Although we expect that the Acquisition will result in synergies and other benefits to us, we may not realize those benefits
because of difficulties related to integration, the achievement of synergies, and other challenges.
Disney and 21CF have operated and, until completion of the Acquisition, will continue to operate, independently, and
there can be no assurances that our businesses can be combined in a manner that allows for the achievement of substantial
benefits. If we are not able to successfully integrate 21CF’s businesses with ours or pursue our direct-to-consumer strategy
successfully, the anticipated benefits and cost savings of the Acquisition may not be realized fully or may take longer than
expected to be realized. Further, it is possible that there could be loss of key Disney or 21CF employees, loss of customers,
disruption of either company’s or both companies’ ongoing businesses or unexpected issues, higher than expected costs and an
overall post-completion process that takes longer than originally anticipated. Specifically, the following issues, among others,
must be addressed in combining the operations of 21CF with ours in order to realize the anticipated benefits of the Acquisition
so the combined company performs as the parties hope:
• combining the companies’ corporate functions;
• combining the businesses of Disney and 21CF in a manner that permits us to achieve the synergies anticipated to
result from the Acquisition, the failure of which would result in the anticipated benefits of the Acquisition not being
realized in the time frame currently anticipated or at all;
• maintaining existing agreements with customers, distributors, providers, talent and vendors and avoiding delays in
entering into new agreements with prospective customers, distributors, providers, talent and vendors;
• determining whether and how to address possible differences in corporate cultures and management philosophies;
• integrating the companies’ administrative and information technology infrastructure;
• developing products and technology that allow value to be unlocked in the future; and
• effecting potential actions that may be required in connection with obtaining regulatory approvals.
In addition, at times the attention of certain members of our management and resources may be focused on completion of
the Acquisition and integration planning of the businesses of the two companies and diverted from day-to-day business
operations, which may disrupt our ongoing business and the business of the combined company.

Consummation of the Acquisition will increase our exposure to the risks of operating internationally.
We are a diversified entertainment company that offers entertainment, travel and consumer products worldwide. Although
many of our businesses increasingly depend on acceptance of our offerings and products by consumers outside of the U.S., the
combination with 21CF will increase the importance of international operations to our future operations, growth and prospects.
The risks of operating internationally that we already face may therefore increase upon completion of the Acquisition.

Our consolidated indebtedness will increase substantially following completion of the Acquisition. This increased level of
indebtedness could adversely affect us, including by decreasing our business flexibility.
Our consolidated indebtedness as of September 29, 2018 was approximately $20.9 billion. Upon completion of the
Acquisition, we will assume an estimated $19 billion of additional outstanding debt of 21CF. In addition, we have obtained a
bridge commitment of up to $35.7 billion and may draw on such facility or other bridge facilities, issue additional commercial
paper, or obtain other debt financing in order to finance a portion of the cash consideration for the Acquisition. We expect to
use a portion of 21CF’s cash to repay a portion of the increased indebtedness promptly after completion of the Acquisition, and
use proceeds from the sale of the 21CF RSNs (as defined below) to repay additional indebtedness when those proceeds become
available. Following the completion of these transactions, we expect that the combined company will have approximately $40
billion of short and long-term debt and interest expense of approximately $2 billion per year.
The increased indebtedness could have the effect of, among other things, reducing our flexibility to respond to changing
business and economic conditions. In addition, the amount of cash required to pay interest on our increased indebtedness levels
will increase following completion of the Acquisition, and thus the demands on our cash resources will be greater than prior to
the Acquisition. The increased levels of indebtedness following completion of the Acquisition could also reduce funds available
for capital expenditures, share repurchases and dividends, and other activities and may create competitive disadvantages for us
relative to other companies with lower debt levels. Our financial flexibility may be further constrained by the issuance of shares
of common stock in the Acquisition, because of dividend payments.

21
ITEM 1B. Unresolved Staff Comments
The Company has received no written comments regarding its periodic or current reports from the staff of the SEC that
were issued 180 days or more preceding the end of its 2018 fiscal year and that remain unresolved.

ITEM 2. Properties
The Walt Disney World Resort, Disneyland Resort and other properties of the Company and its subsidiaries are described
in Item 1 under the caption Parks and Resorts. Film library properties are described in Item 1 under the caption Studio
Entertainment. Television stations owned by the Company are described in Item 1 under the caption Media Networks. Retail
store locations leased by the Company are described in Item 1 under the caption Consumer Products & Interactive Media.

The Company and its subsidiaries own and lease properties throughout the world. In addition to the properties noted
above, the table below provides a brief description of other significant properties and the related business segment.
Property /
Location Approximate Size
Burbank, CA & Land (201 acres) &
surrounding cities(2) Buildings (4,681,000 ft2)
Burbank, CA & Buildings (1,418,000 ft2)
surrounding cities(2)
Los Angeles, CA Land (22 acres) &
Buildings (600,000 ft2)
Los Angeles, CA Buildings (389,000 ft2)
New York, NY Buildings (529,000 ft2)
New York, NY Buildings (1,740,000 ft2)
Bristol, CT Land (117 acres) &
Buildings (1,175,000 ft2)
Bristol, CT Buildings (512,000 ft2)
Emeryville, CA Land (20 acres) &
Buildings (430,000 ft2)
Emeryville, CA Buildings (80,000 ft2)
San Francisco, CA Buildings (722,000 ft2)
USA & Canada Land and Buildings
(Multiple sites and sizes)
Hammersmith, England Building (284,000 ft2)
Europe, Asia, Australia & Buildings (Multiple sites
Latin America and sizes)
(1)
Corp – Corporate, CPIM – Consumer Products & Interactive Media, P&R – Parks and Resorts
(2)
Surrounding cities include Glendale, CA, North Hollywood, CA and Sun Valley, CA
Use Business Segment(1)
Owned Office/Production/ Corp/Studio/Media/
Warehouse (includes 236,000 ft2 CPIM/P&R
sublet to third-party tenants)
Leased Office/Warehouse Corp/Studio/Media/
CPIM/P&R
Owned Office/Production/ Media/Studio
Technical
Leased Office/Production/ Media/Studio
Technical/Theater
Owned Office/Production/ Media/Corp
Technical (includes 478,000 ft2
sublet to third-party tenants)
Leased Office/Production/ Corp/Studio/Media/CPIM
Theater/Warehouse (includes
14,000 ft2 sublet to third-party
tenants)
Owned Office/Production/ Media
Technical
Leased Office/Warehouse/ Media
Technical
Owned Office/Production/ Studio
Technical
Leased Office/Storage Studio
Leased Office/Production/ Corp/Studio/Media/
Technical/Theater (includes CPIM/P&R
59,000 ft2 sublet to third-party
tenants)
Owned and Leased Office/ Corp/Studio/Media/
Production/Transmitter/ CPIM/P&R
Theaters/Warehouse
Leased Office Corp/Studio/Media/
CPIM/P&R
Leased Office/Warehouse/Retail Corp/Studio/Media/
CPIM/P&R

22
ITEM 3. Legal Proceedings

As disclosed in Note 14 to the Consolidated Financial Statements, the Company is engaged in certain legal matters, and
the disclosure set forth in Note 14 relating to certain legal matters is incorporated herein by reference.

The Company, together with, in some instances, certain of its directors and officers, is a defendant in various other legal
actions involving copyright, breach of contract and various other claims incident to the conduct of its businesses. Management
does not expect the Company to suffer any material liability by reason of these actions.

ITEM 4. Mine Safety Disclosures

Not applicable.

Executive Officers of the Company

The executive officers of the Company are elected each year at the organizational meeting of the Board of Directors,
which follows the annual meeting of the shareholders, and at other Board of Directors meetings, as appropriate. Each of the
executive officers has been employed by the Company in the position or positions indicated in the list and pertinent notes
below. Each of the executive officers has been employed by the Company for more than five years.

At September 29, 2018, the executive officers of the Company were as follows:

Executive
Name Age Title Officer Since
Robert A. Iger 67 Chairman and Chief Executive Officer(1) 2000
Alan N. Braverman 70 Senior Executive Vice President, General Counsel and Secretary 2003
(2)
Christine M. McCarthy 63 Senior Executive Vice President and Chief Financial Officer 2005
M. Jayne Parker 57 Senior Executive Vice President and Chief Human Resources Officer(3) 2009
(4)
Zenia B. Mucha 62 Senior Executive Vice President Corporate Communications 2018

(1)
Mr. Iger was appointed Chairman of the Board and Chief Executive Officer effective March 13, 2012. He was
President and Chief Executive Officer from October 2, 2005 through that date.
(2)
Ms. McCarthy was appointed Senior Executive Vice President and Chief Financial Officer effective June 30, 2015.
She was previously Executive Vice President, Corporate Real Estate, Alliances and Treasurer of the Company from
2000 to 2015.
(3)
Ms. Parker was appointed Senior Executive Vice President and Chief Human Resources Officer effective August 20,
2017. She was previously Executive Vice President and Chief Human Resources Officer from 2009.
(4)
Ms. Mucha was appointed Senior Executive Vice President Corporate Communications effective August 2016. She
was previously Executive Vice President Corporate Communications from March 2005.

23
 PART II
ITEM 5. Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities

The Company’s common stock is listed on the New York Stock Exchange under the ticker symbol “DIS”.
See Note 11 of the Consolidated Financial Statements for a summary of the Company’s dividends in fiscal years 2018
and 2017. The Board of Directors has not declared a dividend related to the second half of fiscal 2018 as of the date of this
report.

As of September 29, 2018, the approximate number of common shareholders of record was 854,000.
The following table provides information about Company purchases of equity securities that are registered by the
Company pursuant to Section 12 of the Exchange Act during the quarter ended September 29, 2018:

Total Number Maximum

of Shares Number of
Purchased Shares that
as Part of May Yet Be
Publicly Purchased
Total Number Weighted Announced Under the
of Shares Average Price Plans or Plans or
Period Purchased (1) Paid per Share Programs Programs(2)
July 1, 2018 – July 31, 2018 214,168 $ 112.77 — 158 million
August 1, 2018 – August 31, 2018 38,441 112.60 — 158 million
September 1, 2018 – September 29, 2018 25,779 111.42 — 158 million
Total 278,388 112.62 — 158 million
(1)
278,388 shares were purchased on the open market to provide shares to participants in the Walt Disney Investment
Plan (WDIP). These purchases were not made pursuant to a publicly announced repurchase plan or program.
(2)
Under a share repurchase program implemented effective June 10, 1998, the Company is authorized to repurchase
shares of its common stock. On January 30, 2015, the Company’s Board of Directors increased the repurchase
authorization to a total of 400 million shares as of that date. The repurchase program does not have an expiration date.

24
ITEM 6. Selected Financial Data
(in millions, except per share data)

2018 (1) 2017 (2) 2016(3) 2015 (4) 2014 (5)

Statements of income
Revenues $ 59,434 $ 55,137 $ 55,632 $ 52,465 $ 48,813
Net income 13,066 9,366 9,790 8,852 8,004
Net income attributable to Disney 12,598 8,980 9,391 8,382 7,501
Per common share
Earnings attributable to Disney
Diluted $ 8.36 $ 5.69 $ 5.73 $ 4.90 $ 4.26
Basic 8.40 5.73 5.76 4.95 4.31
Dividends (6) 1.68 1.56 1.42 1.81 0.86
Balance sheets
Total assets $ 98,598 $ 95,789 $ 92,033 $ 88,182 $ 84,141
Long-term obligations 24,797 26,710 24,189 19,142 18,573
Disney shareholders’ equity 48,773 41,315 43,265 44,525 44,958
Statements of cash flows
Cash provided (used) by:
Operating activities $ 14,295 $ 12,343 $ 13,136 $ 11,385 $ 10,148
Investing activities (5,336) (4,111) (5,758) (4,245) (3,345)
Financing activities (8,843) (8,959) (7,220) (5,801) (6,981)
(1)
The fiscal 2018 results include a net benefit from remeasuring our deferred tax balances to a new U.S. statutory rate,
partially offset by a one-time tax on certain accumulated foreign earnings as a result of the Tax Act ($1.11 per diluted share),
the benefit from a reduction in the Company’s fiscal 2018 U.S. federal statutory income tax rate ($0.75 per diluted share),
gains on the sales of real estate and property rights ($0.28 per diluted share), a benefit from the adoption of an accounting
pronouncement in fiscal 2017 related to the tax impact of employee share-based awards ($0.03 per diluted share) and
insurance proceeds related to a fiscal 2017 legal matter ($0.02 per diluted share). In addition, results include the adverse
impact from investment impairments ($0.11 per diluted share) and restructuring and impairment charges ($0.02 per diluted
share).
(2)
The fiscal 2017 results include a benefit from the adoption of a new accounting pronouncement related to the tax impact of
employee share-based awards ($0.08 per diluted share), a non-cash net gain in connection with the acquisition of a
controlling interest in BAMTech ($0.10 per diluted share) (see Note 3 to the Consolidated Financial Statements), an adverse
impact due to a charge, net of committed insurance recoveries, incurred in connection with the settlement of litigation
($0.07 per dilutive share) and restructuring and impairment charges ($0.04 per diluted share).
(3)
The fiscal 2016 results include the Company’s share of a net gain recognized by A+E in connection with an acquisition of
an interest in Vice ($0.13 per diluted share) (see Note 3 to the Consolidated Financial Statements), restructuring and
impairment charges ($0.07 per diluted share) and a charge in connection with the discontinuation of our Infinity console
game business ($0.05 per diluted share) (see Note 1 to the Consolidated Financial Statements).
(4)
The fiscal 2015 results include the write-off of a deferred tax asset as a result of a recapitalization at Disneyland Paris
($0.23 per diluted share) and restructuring and impairment charges ($0.02 per diluted share).
(5)
The fiscal 2014 results include a loss resulting from the foreign currency translation of net monetary assets denominated in
Venezuelan currency ($0.05 per diluted share), restructuring and impairment charges ($0.05 per diluted share), a gain on the
sale of property ($0.03 per diluted share) and a portion of a settlement of an affiliate contract dispute ($0.01 per diluted
share).
(6)
In fiscal 2015, the Company began paying dividends on a semiannual basis. Accordingly, fiscal 2015 includes dividend
payments related to fiscal 2014 and the first half of fiscal 2015.

25
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

CONSOLIDATED RESULTS
(in millions, except per share data)
% Change
Better/(Worse)
2018 2017
vs. vs.
2018 2017 2016 2017 2016
Revenues:

Services $ 50,869 $ 46,843 $ 47,130 9% (1)%

Products 8,565 8,294 8,502 3% (2)%

Total revenues 59,434 55,137 55,632 8% (1)%

Costs and expenses:

Cost of services (exclusive of depreciation (27,528) (25,320) (24,653) (9)% (3)%
and amortization)
Cost of products (exclusive of depreciation (5,198) (4,986) (5,340) (4)% 7%
and amortization)
Selling, general, administrative and other (8,860) (8,176) (8,754) (8)% 7%

Depreciation and amortization (3,011) (2,782) (2,527) (8)% (10)%

Total costs and expenses (44,597) (41,264) (41,274) (8)% —%

Restructuring and impairment charges (33) (98) (156) 66 % 37 %

Other income, net 601 78 — >100 % nm

Interest expense, net (574) (385) (260) (49)% (48)%

Equity in the income (loss) of investees, net (102) 320 926 nm (65)%

Income before income taxes 14,729 13,788 14,868 7% (7)%

Income taxes (1,663) (4,422) (5,078) 62 % 13 %

Net income 13,066 9,366 9,790 40 % (4)%

Less: Net income attributable to (468) (386) (399) (21)% 3%
noncontrolling interests
Net income attributable to The Walt Disney $ 12,598 $ 8,980 $ 9,391 40 % (4)%
Company (Disney)

Earnings per share attributable to Disney:

Diluted $ 8.36 $ 5.69 $ 5.73 47 % (1)%

Basic $ 8.40 $ 5.73 $ 5.76 47 % (1)%

Weighted average number of common and

common equivalent shares outstanding:
Diluted 1,507 1,578 1,639

Basic 1,499 1,568 1,629

26
Organization of Information

Management’s Discussion and Analysis provides a narrative on the Company’s financial performance and condition that
should be read in conjunction with the accompanying financial statements. It includes the following sections:
• Consolidated Results and Non-Segment Items
• Business Segment Results — 2018 vs. 2017
• Business Segment Results — 2017 vs. 2016
• Corporate and Unallocated Shared Expenses
• Impact of U.S. Federal Income Tax Reform
• Significant Developments
• Liquidity and Capital Resources
• Contractual Obligations, Commitments and Off Balance Sheet Arrangements
• Critical Accounting Policies and Estimates
• Forward-Looking Statements

CONSOLIDATED RESULTS AND NON-SEGMENT ITEMS

2018 vs. 2017

Revenues for fiscal 2018 increased 8%, or $4.3 billion, to $59.4 billion; net income attributable to Disney increased 40%,
or $3.6 billion, to $12.6 billion; and diluted earnings per share attributable to Disney (EPS) increased 47%, or $2.67 to $8.36.
The EPS increase in fiscal 2018 was due to a benefit from new federal income tax legislation, the “Tax Cuts and Jobs
Act” (Tax Act) (See Note 9 to the Consolidated Financial Statements), higher segment operating income, a decrease in
weighted average shares outstanding as a result of our share repurchase program and gains on the sale of real estate and
property rights. These increases were partially offset by the comparison to a non-cash net gain in connection with the
acquisition of a controlling interest in BAMTech in the prior year, impairments of our Vice and Villages Nature equity method
investments in the current year and higher net interest and corporate and unallocated shared expenses. The increase in segment
operating income was due to growth at our Parks and Resorts and Studio Entertainment segments, partially offset by lower
results at our Media Networks and Consumer Products & Interactive Media segments. In addition, net income attributable to
Disney reflected an approximate 1 percentage point decline due to the movement of the U.S. dollar against major currencies
including the impact of our hedging program (FX Impact).

Revenues

Service revenues for fiscal 2018 increased 9%, or $4.0 billion, to $50.9 billion, due to higher theatrical distribution
revenue, growth in guest spending and volumes at our parks and resorts, an increase in affiliate fees, increased TV/SVOD
distribution revenue and the consolidation of BAMTech. On September 25, 2017, the Company increased its ownership in
BAMTech and began consolidating its results. These increases were partially offset by lower advertising revenue.

Product revenues for fiscal 2018 increased 3%, or $0.3 billion, to $8.6 billion, due to guest spending and volume growth
at our parks and resorts, partially offset by lower home entertainment volumes and a decrease in retail store sales. Product
revenue reflected an approximate 1 percentage point increase due to a favorable FX Impact.

Costs and expenses

Cost of services for fiscal 2018 increased 9%, or $2.2 billion, to $27.5 billion, due to higher film and television cost
amortization driven by an increase in theatrical and TV/SVOD distribution revenue and contractual rate increases for television
programming. Costs of services also increased due to the consolidation of BAMTech and higher costs at our parks and resorts
reflecting cost inflation, higher technology and operations support expenses and a special fiscal 2018 domestic employee
bonus.

Cost of products for fiscal 2018 increased 4%, or $0.2 billion, to $5.2 billion, due to cost inflation and higher guest
spending and volumes at our parks and resorts. Cost of products reflected an approximate 1 percentage point increase due to an
unfavorable FX Impact.

27
 Selling, general, administrative and other costs for fiscal 2018 increased 8%, or $0.7 billion, to $8.9 billion, due to higher
marketing spend, the consolidation of BAMTech, costs incurred in connection with the 21CF acquisition and an increase in
compensation costs.

Depreciation and amortization costs increased 8%, or $0.2 billion, to $3.0 billion due to depreciation of new attractions at
our parks and resorts segment and the consolidation of BAMTech. Depreciation and amortization costs reflected an
approximate 1 percentage point increase due to an unfavorable FX Impact.

Restructuring and Impairment Charges

The Company recorded $33 million and $98 million of restructuring and impairment charges in fiscal years 2018 and
2017, respectively. Charges in fiscal 2018 were due to severance costs. Charges in fiscal 2017 were due to severance costs and
asset impairments.

Other Income, net

Other income, net is as follows:

% Change
(in millions) 2018 2017 Better/(Worse)
Gains on sales of real estate and property rights $ 560 $ — nm
Settlement of litigation 38 (177) nm
Gain related to the acquisition of BAMTech 3 255 (99)%
Other income, net $ 601 $ 78 >100 %

In fiscal 2018, the Company recorded gains of $560 million in connection with the sales of real estate and property rights
in New York City.

In fiscal 2018, the Company recorded $38 million in insurance recoveries in connection with the settlement of a litigation
matter for which the Company recorded a charge of $177 million, net of committed insurance recoveries in fiscal 2017.

In fiscal 2018, the Company recorded a $3 million adjustment to a fiscal 2017 non-cash net gain of $255 million recorded
in connection with the acquisition of a controlling interest in BAMTech (see Note 3 to the Consolidated Financial Statements).

Interest Expense, net

Interest expense, net is as follows:

% Change
(in millions) 2018 2017 Better/(Worse)
Interest expense $ (682) $ (507) (35)%
Interest and investment income 108 122 (11)%
Interest expense, net $ (574) $ (385) (49)%

The increase in interest expense was due to an increase in average interest rates, higher average debt balances and
financing costs related to the pending 21CF acquisition.

The decrease in interest and investment income for the year was due to the comparison to gains on investments
recognized in the prior year, partially offset by an increase in interest income driven by higher average interest rates.

Equity in the Income of Investees

Equity in the income of investees decreased $422 million, to a loss of $102 million due to higher losses from Hulu,
impairments of Vice and Villages Nature equity method investments and lower income from A+E. These decreases were
partially offset by a favorable comparison to a loss from BAMTech in the prior year. The decrease at Hulu was driven by higher
programming, labor and marketing costs, partially offset by growth in subscription and advertising revenue. The decrease at A
+E was due to lower advertising revenue and higher programming costs, partially offset by higher program sales.

28
Effective Income Tax Rate
Change
2018 2017 Better/(Worse)
Effective income tax rate 11.3% 32.1% 20.8 ppt

The decrease in the effective income tax rate was due to the impact of the Tax Act, which included:
• A net benefit of $1.7 billion, which reflected a $2.1 billion benefit from remeasuring our deferred tax balances to the
new statutory rate (Deferred Remeasurement), partially offset by a charge of $0.4 billion for a one-time tax on certain
accumulated foreign earnings (Deemed Repatriation Tax). This benefit had an impact of approximately 11.5
percentage points on the effective income tax rate.
• A reduction in the Company’s fiscal 2018 U.S. statutory federal income tax rate to 24.5% from 35.0% in the prior
year. Net of state tax and other related effects, the reduction in the statutory rate had an impact of approximately 8.2
percentage points on the effective income tax rate.

Noncontrolling Interests

Net income attributable to noncontrolling interests for the year increased $82 million to $468 million due to lower tax
expense at ESPN, largely due to the Tax Act, and the impact of the Company’s acquisition of the noncontrolling interest in
Disneyland Paris in the third quarter of the prior year. These increases were partially offset by losses at BAMTech.

Net income attributable to noncontrolling interests is determined on income after royalties and management fees,
financing costs and income taxes, as applicable.

2017 vs. 2016

Revenues for fiscal 2017 decreased 1%, or $0.5 billion, to $55.1 billion; net income attributable to Disney decreased 4%,
or $0.4 billion, to $9.0 billion; and EPS for the year decreased 1%, or $0.04 to $5.69. The EPS decrease in fiscal 2017 was due
to lower segment operating income at Media Networks, Studio Entertainment and Consumer Products & Interactive Media and
higher net interest expense. These decreases were partially offset by a decrease in weighted average shares outstanding as a
result of our share repurchase program, higher operating income at Parks and Resorts and a decrease in the effective tax rate. In
addition, net income attributable to Disney reflected an approximate 1 percentage point decline due to an unfavorable FX
Impact.

Revenues

Service revenues for fiscal 2017 decreased 1%, or $0.3 billion, to $46.8 billion, due to declines from theatrical and home
entertainment distribution, advertising and merchandise licensing. These decreases were partially offset by the benefit from a
full year of operations at Shanghai Disney Resort, which opened in June 2016, an increase in affiliate fees and higher average
guest spending and attendance at our other parks and resorts. Service revenue reflected an approximate 1 percentage point
decline due to an unfavorable FX Impact.

Product revenues for fiscal 2017 decreased 2%, or $0.2 billion, to $8.3 billion, due to lower volumes at our home
entertainment distribution and retail businesses and the discontinuation of Infinity, partially offset by the impact of a full year of
operations at Shanghai Disney Resort and higher average guest spending and volumes at our other parks and resorts. Product
revenue reflected an approximate 1 percentage point decline due to an unfavorable FX Impact.

Costs and expenses

Cost of services for fiscal 2017 increased 3%, or $0.7 billion, to $25.3 billion, due to higher sports programming costs, a
full year of operations at Shanghai Disney Resort and new guest offerings and inflation at our other parks and resorts. These
increases were partially offset by lower film cost amortization and theatrical distribution costs.

Cost of products for fiscal 2017 decreased 7%, or $0.4 billion, to $5.0 billion, due to the discontinuation of Infinity, the
absence of the Infinity Charge (See Note 1 to the Consolidated Financial Statements) and lower retail and home entertainment
volumes. These decreases were partially offset by a full year of operations at Shanghai Disney Resort and inflation at our
domestic parks and resorts.

29
 Selling, general, administrative and other costs for fiscal 2017 decreased 7%, or $0.6 billion, to $8.2 billion, due to lower
theatrical marketing costs and the discontinuation of Infinity. Selling, general, administrative and other costs reflected an
approximate 1 percentage point benefit due to a favorable FX Impact.

Depreciation and amortization costs increased 10%, or $0.3 billion, to $2.8 billion primarily due to a full year of
operations at Shanghai Disney Resort and depreciation associated with new attractions at our domestic parks and resorts.

Restructuring and Impairment Charges

The Company recorded $98 million and $156 million of restructuring and impairment charges in fiscal years 2017 and
2016, respectively. Charges in fiscal 2017 were due to severance costs and asset impairments. Charges in fiscal 2016 were due
to asset impairments and severance and contract termination costs.

Interest Expense, net

Interest expense, net is as follows:

% Change
(in millions) 2017 2016 Better/(Worse)
Interest expense $ (507) $ (354) (43)%
Interest and investment income 122 94 30 %
Interest expense, net $ (385) $ (260) (48)%

The increase in interest expense was due to higher average debt balances, lower capitalized interest and an increase in our
effective interest rate.

The increase in interest and investment income was driven by an increase in average interest bearing cash balances and
higher interest rates.

Equity in the Income of Investees

Equity in the income of investees decreased 65% or $606 million, to $0.3 billion due to the comparison to the $332
million Vice Gain (See Note 3 to the Consolidated Financial Statements), which was recognized in fiscal 2016, and higher
losses from our investments in BAMTech and Hulu. The BAMTech results reflected a valuation adjustment to sports
programming rights that were prepaid prior to our acquisition of BAMTech and increased costs for technology platform
investments. The decrease at Hulu was due to higher programming, distribution, marketing and labor costs, partially offset by
growth in advertising and subscription revenues.

Effective Income Tax Rate

Change
2017 2016 Better/(Worse)
Effective income tax rate 32.1% 34.2% 2.1 ppt

The decrease in the effective income tax rate was due to lower tax on foreign earnings, a favorable impact from the
adoption of the new accounting pronouncement related to the tax impact of employee share-based awards ($125 million) and
an increase in the benefit related to qualified domestic production activities. These decreases were partially offset by a benefit
in the prior year from the favorable resolution of certain tax matters. The lower tax on foreign earnings was driven by a
decrease in foreign losses for which we are not recognizing a tax benefit.

Noncontrolling Interests

Net income attributable to noncontrolling interests for fiscal 2017 decreased $13 million to $386 million due to the
impact of lower net income at ESPN, partially offset by the impact of improved results at Shanghai Disney Resort.

30
Certain Items Impacting Comparability

Results for fiscal 2018 were impacted by the following:

• A benefit of $1.7 billion from the Tax Act Deferred Remeasurement, net of the Deemed Repatriation Tax
• A benefit of $601 million comprising $560 million in gains from the sales of real estate and property rights, $38
million from insurance recoveries in connection with the settlement of a fiscal 2017 litigation matter and $3 million
from an adjustment related to a non-cash gain recognized in fiscal 2017 for the acquisition of a controlling interest in
BAMTech
• Impairments of $210 million for Vice and Villages Nature equity investments
• Restructuring and impairment charges of $33 million

Results for fiscal 2017 were impacted by the following:

• A non-cash net gain of $255 million in connection with the acquisition of a controlling interest in BAMTech
• A charge, net of committed insurance recoveries, of $177 million in connection with the settlement of litigation
• Restructuring and impairment charges of $98 million

Results for fiscal 2016 were impacted by the following:

• A benefit of $332 million for the Vice Gain
• Restructuring and impairment charges of $156 million
• A charge of $129 million related to our Infinity game business

A summary of the impact of these items on EPS is as follows:

EPS
Pre-Tax Tax Benefit/ After-Tax Favorable/
(in millions, except per share data) Income/(Loss) (Expense)(1) Income/(Loss) (Adverse) (2)
Year Ended September 29, 2018:
Net benefit from the Tax Act $ — $ 1,701 $ 1,701 $ 1.11
Gain from sale of real estate, property rights and other 601 (158) 443 0.30
Impairment of equity investments (210) 49 (161) (0.11)
Restructuring and impairment charges (33) 7 (26) (0.02)
Total $ 358 $ 1,599 $ 1,957 $ 1.28

Year Ended September 30, 2017:

Settlement of litigation $ (177) $ 65 $ (112) $ (0.07)
Restructuring and impairment charges (98) 31 (67) (0.04)
Gain related to the acquisition of BAMTech 255 (93) 162 0.10
Total $ (20) $ 3 $ (17) $ (0.01)

Year Ended October 1, 2016:

Vice Gain $ 332 $ (122) $ 210 $ 0.13
Restructuring and impairment charges (156) 43 (113) (0.07)
Infinity Charge(3) (129) 47 (82) (0.05)
Total $ 47 $ (32) $ 15 $ 0.01
(1)
Tax benefit/expense adjustments are determined using the tax rate applicable to the individual item affecting
comparability.
(2)
EPS is net of noncontrolling interest share, where applicable. Total may not equal the sum of the column due to
rounding.
(3)
Recorded in “Cost of products” in the Consolidated Statements of Income. See Note 1 to the Consolidated Financial
Statements.

31
BUSINESS SEGMENT RESULTS — 2018 vs. 2017

Below is a discussion of the major revenue and expense categories for our business segments. Costs and expenses for
each segment consist of operating expenses, selling, general, administrative and other costs and depreciation and amortization.
Selling, general, administrative and other costs include third-party and internal marketing expenses.

Our Media Networks segment generates revenue from affiliate fees, ad sales and other revenues, which include the sale
and distribution of television programs and subscription fees for our DTC offerings. Significant expenses include amortization
of programming, production, participations and residuals costs, technical support costs, operating labor and distribution costs.

Our Parks and Resorts segment generates revenue from the sale of admissions to theme parks, the sale of food, beverage
and merchandise, charges for room nights at hotels, sales of cruise vacation packages and sales and rentals of vacation club
properties. Revenues are also generated from sponsorships and co-branding opportunities, real estate rent and sales, and
royalties from Tokyo Disney Resort. Significant expenses include operating labor, infrastructure costs, depreciation, costs of
sales and other operating expenses. Infrastructure costs include information systems expense, repairs and maintenance, utilities
and fuel, property taxes, insurance and transportation and other operating expenses include costs for such items as supplies,
commissions and entertainment offerings.

Our Studio Entertainment segment generates revenue from the distribution of films in the theatrical, home entertainment
and TV/SVOD markets, stage play ticket sales, music distribution and licensing of our intellectual property for use in live
entertainment productions. Significant expenses include amortization of production, participations and residuals costs,
marketing and sales costs, distribution expenses and costs of sales.

Our Consumer Products & Interactive Media segment generates revenue from licensing characters and content from our
film, television and other properties to third parties for use on consumer merchandise, published materials and in multi-
platform games and from operating retail stores, internet shopping sites and a wholesale business. We also generate revenue
from the sales of games through app distributors and online, consumers’ in-game purchases, sales of self-published children’s
books and magazines and comic books, advertising in online video content and operating English language learning centers.
Significant expenses include costs of goods sold and distribution expenses, operating labor and retail occupancy costs, product
development and marketing.

The following is a summary of segment revenue and operating income:

% Change
Better/(Worse)
2018 2017
vs. vs.
(in millions) 2018 2017 2016 2017 2016
Revenues:
Media Networks $ 24,500 $ 23,510 $ 23,689 4% (1)%
Parks and Resorts 20,296 18,415 16,974 10 % 8%
Studio Entertainment 9,987 8,379 9,441 19 % (11)%
Consumer Products & Interactive Media 4,651 4,833 5,528 (4)% (13)%
$ 59,434 $ 55,137 $ 55,632 8% (1)%
Segment operating income:
Media Networks $ 6,625 $ 6,902 $ 7,755 (4)% (11)%
Parks and Resorts 4,469 3,774 3,298 18 % 14 %
Studio Entertainment 2,980 2,355 2,703 27 % (13)%
Consumer Products & Interactive Media 1,632 1,744 1,965 (6)% (11)%
$ 15,706 $ 14,775 $ 15,721 6% (6)%

The Company evaluates the performance of its operating segments based on segment operating income, and management
uses aggregate segment operating income as a measure of the overall performance of the operating businesses. Aggregate
segment operating income is not a financial measure defined by GAAP, should be reviewed in conjunction with the relevant
GAAP financial measure and may not be comparable to similarly titled measures reported by other companies. The Company
believes that information about aggregate segment operating income assists investors by allowing them to evaluate changes in
the operating results of the Company’s portfolio of businesses separate from factors other than business operations that affect
net income.
32
 The following table reconciles income before income taxes to segment operating income.
% Change
Better/(Worse)
2018 2017
vs. vs.
(in millions) 2018 2017 2016 2017 2016
Income before income taxes $ 14,729 $ 13,788 $ 14,868 7% (7)%
Add/(subtract):
Corporate and unallocated shared expenses 761 582 640 (31)% 9%
Restructuring and impairment charges 33 98 156 66 % 37 %
Other income, net (601) (78) — >100 % nm
Interest expense, net 574 385 260 (49)% (48)%
Impairment of equity investments 210 — — nm nm
Vice Gain — — (332) nm nm
Infinity Charge — — 129 nm nm
Segment operating income $ 15,706 $ 14,775 $ 15,721 6% (6)%

Media Networks

Operating results for the Media Networks segment are as follows:

Year Ended % Change
September 29, September 30, Better /
(in millions) 2018 2017 (Worse)
Revenues
Affiliate fees $ 13,279 $ 12,659 5%
Advertising 7,763 8,129 (5)%
TV/SVOD distribution and other 3,458 2,722 27 %
Total revenues 24,500 23,510 4%
Operating expenses (14,928) (14,068) (6)%
Selling, general, administrative and other (2,752) (2,647) (4)%
Depreciation and amortization (326) (237) (38)%
Equity in the income of investees 131 344 (62)%
Operating Income $ 6,625 $ 6,902 (4)%

Revenues
The increase in affiliate fees was due to an increase of 7% from higher contractual rates, partially offset by a decrease of
2% from fewer subscribers.
The decrease in advertising revenues was due to decreases of $260 million at Cable Networks, from $4,263 million to
$4,003 million and $106 million at Broadcasting, from $3,866 million to $3,760 million. The decrease at Cable Networks was
due to a decrease of 5% from lower impressions. The decrease in impressions was due to lower average viewership, partially
offset by higher units delivered. The decrease at Broadcasting was due to decreases of 6% from lower network impressions and
1% from lower impressions at the owned television stations, both of which were attributed to lower average viewership. This
decrease was partially offset by an increase of 5% from higher network rates.
TV/SVOD distribution and other revenue increased $736 million due to higher ABC program sales and the consolidation
of BAMTech. The increase in program sales was driven by increased revenue from programs licensed to Hulu and higher sales
of Grey’s Anatomy and Black-ish. Additionally, the current year included the sales of Luke Cage, Daredevil and Jessica Jones
compared to the prior-year sales of The Punisher and The Defenders. On September 25, 2017, the Company acquired a
controlling ownership interest in BAMTech and began consolidating its results and including BAMTech’s revenues in other
revenues. The Company’s share of BAMTech’s results was previously reported in equity in the income of investees.

33
Costs and Expenses
Operating expenses include programming and production costs, which increased $654 million from $12,922 million to
$13,576 million. At Cable Networks, programming and production costs increased $332 million due to contractual rate
increases for college sports, NFL, NBA and MLB programming and the consolidation of BAMTech, partially offset by lower
production costs. At Broadcasting, programming and production costs increased $322 million due to higher program sales and a
higher average cost of network programming, including the impact of Americal Idol, Roseanne and The Goldbergs in the
current year. Other operating costs, which include distribution and technology costs, increased primarily due to the
consolidation of BAMTech.
Selling, general, administrative and other costs increased $105 million from $2,647 million to $2,752 million due to the
consolidation of BAMTech, partially offset by lower marketing costs at the Disney Channels.
Depreciation and amortization increased $89 million, from $237 million to $326 million due to the consolidation of
BAMTech.

Equity in the Income of Investees

Income from equity investees decreased $213 million from $344 million to $131 million due to higher losses from Hulu
and lower income from A+E. These decreases were partially offset by a favorable comparison to a loss from BAMTech in the
prior-year period. The decrease at Hulu was driven by higher programming, labor and marketing costs, partially offset by
growth in subscription and advertising revenue. The decrease at A+E was due to lower advertising revenue and higher
programming costs, partially offset by higher program sales.

Segment Operating Income

Segment operating income decreased 4%, or $277 million, to $6,625 million due to the consolidation of BAMTech and
lower income from equity investees, partially offset by higher program sales and an increase at the Disney Channels.

The following table provides supplemental revenue and operating income detail for the Media Networks segment:
Year Ended % Change
September 29, September 30, Better /
(in millions) 2018 2017 (Worse)
Revenues
Cable Networks(1) $ 17,063 $ 16,527 3%
Broadcasting 7,437 6,983 7%
$ 24,500 $ 23,510 4%
Segment operating income
Cable Networks(1) $ 5,126 $ 5,353 (4)%
Broadcasting 1,368 1,205 14 %
Equity in the income of investees 131 344 (62)%
$ 6,625 $ 6,902 (4)%
(1)
Cable Networks results in the current year include the consolidated results of BAMTech, whereas in the prior year the
Company’s share of BAMTech’s results was reported in equity in the income of investees.

Impairment of Equity Investments and Restructuring and Impairment Charges

The Company recorded charges of $157 million, $74 million and $87 million related to Media Networks for fiscal years
2018, 2017 and 2016, respectively, which are excluded from Media Networks segment operating income. The charge in fiscal
2018 was for an impairment of our equity investment in Vice. The charges in fiscal 2017 were due to severance costs and asset
impairments. The charges in fiscal 2016 were for an investment impairment and contract termination and severance costs. The
fiscal 2018 charge was reported in “Equity in the income (loss) of investees, net,” in the Consolidated Statements of Income.
The charges in fiscal 2017 and 2016 were reported in “Restructuring and impairment charges” in the Consolidated Statements
of Income.

34
Parks and Resorts

Operating results for the Parks and Resorts segment are as follows:
Year Ended % Change
September 29, September 30, Better /
(in millions) 2018 2017 (Worse)
Revenues
Domestic $ 16,161 $ 14,812 9%
International 4,135 3,603 15 %
Total revenues 20,296 18,415 10 %
Operating expenses (11,590) (10,667) (9)%
Selling, general, administrative and other (2,058) (1,950) (6)%
Depreciation and amortization (2,156) (1,999) (8)%
Equity in the loss of investees (23) (25) 8%
Operating Income $ 4,469 $ 3,774 18 %

Revenues
Parks and Resorts revenues increased 10%, or $1,881 million, to $20.3 billion due to increases of $1,349 million at our
domestic operations and $532 million at our international operations.
Revenue growth at our domestic operations reflected increases of 6% from higher average guest spending and 2% from
volume growth. Guest spending growth was due to higher average ticket prices for theme park admissions and for cruise line
sailings, increased food, beverage, and merchandise spending and higher average daily hotel room rates. The increase in
volumes was due to higher attendance and passenger cruise ship days, partially offset by lower occupied hotel room nights.
Volumes benefited from a favorable comparison to the prior-year impacts of Hurricanes Irma and Matthew. Lower occupied
hotel room nights were driven by fewer available room nights at Walt Disney World Resort due to room refurbishments and
conversions to vacation club units.
Revenue growth at our international operations reflected increases of 5% from a favorable FX Impact, 5% from an
increase in volumes and 4% from higher average guest spending. The increase in volumes was due to higher occupied room
nights and attendance. Guest spending growth was driven by increases in average ticket prices, food, beverage and merchandise
spending and average daily hotel room rates at Disneyland Paris, partially offset by lower average ticket prices at Shanghai
Disney Resort.
The following table presents supplemental park and hotel statistics:

Domestic International (2) Total

Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year
2018 2017 2018 2017 2018 2017
Parks
Increase/ (decrease)
Attendance 4% 2% 4% 47 % 4% 13 %
Per Capita Guest Spending 6% 2% 5% (1)% 6% (1)%
Hotels (1)
Occupancy 88% 88% 84% 80 % 87% 86 %
Available Room Nights
(in thousands) 10,045 10,205 3,179 3,022 13,224 13,227
Per Room Guest Spending $345 $317 $297 $289 $334 $311
(1)
Per room guest spending consists of the average daily hotel room rate as well as guest spending on food, beverage and
merchandise at the hotels. Hotel statistics include rentals of Disney Vacation Club units.
(2)
Per capita guest spending growth rate is stated on a constant currency basis. Per room guest spending is stated at the
fiscal 2017 average foreign exchange rate.

35
Costs and Expenses
Operating expenses include operating labor, which increased $481 million from $4,990 million to $5,471 million, cost of
sales, which increased $147 million from $1,656 million to $1,803 million, and infrastructure costs, which increased $99
million from $2,065 million to $2,164 million. The increase in operating labor was due to inflation, higher volumes, an
unfavorable FX Impact and a special fiscal 2018 domestic employee bonus. The increase in cost of sales was primarily due to
higher volumes and inflation. Higher infrastructure costs were due to increased technology spending and inflation. Other
operating expenses, which include costs for such items as supplies, commissions and entertainment offerings, increased $196
million, from $1,956 million to $2,152 million primarily due to an unfavorable FX Impact, inflation and new guest offerings.
Selling, general, administrative and other costs increased $108 million from $1,950 million to $2,058 million primarily
due to inflation and an unfavorable FX Impact.
Depreciation and amortization increased $157 million from $1,999 million to $2,156 million primarily due to new
attractions at our domestic parks and resorts and Hong Kong Disneyland Resort.

Segment Operating Income

Segment operating income increased 18%, or $695 million, to $4.5 billion due to growth at our domestic and
international operations.

Impairment of Equity Investment and Restructuring and Impairment Charges

The Company recorded charges of $53 million, $9 million and $17 million related to Parks and Resorts for fiscal years
2018, 2017 and 2016, respectively, which are excluded from Parks and Resorts segment operating income. The charge in fiscal
2018 was for an impairment of our equity investment in Villages Nature. The charges in fiscal 2017 and 2016 were for
severance costs. The charge in fiscal 2018 was reported in “Equity in the income (loss) of investees, net” in the Consolidated
Statements of Income. The charges in fiscal 2017 and 2016 were reported in “Restructuring and impairment charges” in the
Consolidated Statements of Income.

Studio Entertainment

Operating results for the Studio Entertainment segment are as follows:

Year Ended % Change
September 29, September 30, Better /
(in millions) 2018 2017 (Worse)
Revenues
Theatrical distribution $ 4,303 $ 2,903 48 %
Home entertainment 1,750 1,798 (3)%
TV/SVOD distribution and other 3,934 3,678 7%
Total revenues 9,987 8,379 19 %
Operating expenses (4,326) (3,667) (18)%
Selling, general, administrative and other (2,562) (2,242) (14)%
Depreciation and amortization (119) (115) (3)%
Operating Income $ 2,980 $ 2,355 27 %

Revenues
The increase in theatrical distribution revenue was due to the release of four Marvel titles in the current year compared to
two Marvel titles in the prior year. The Marvel titles in the current year were Avengers: Infinity War, Black Panther, Thor:
Ragnarok and Ant-Man and the Wasp, whereas the prior year included Guardians of the Galaxy Vol. 2 and Doctor Strange.
Other significant titles in the current year included Star Wars: The Last Jedi, Incredibles 2 and Coco, while the prior year
included Beauty and the Beast, Rogue One: A Star Wars Story, Pirates of the Caribbean: Dead Men Tell No Tales and Moana.
Lower home entertainment revenue reflected a 5% decrease from lower unit sales, partially offset by an increase of 3%
from higher average net effective pricing. Lower unit sales were driven by the success of Moana and Finding Dory in the prior
year compared to Coco and Cars 3 in the current year. The decrease was also driven by three live action titles in the prior year
as compared to two live action titles in the current year and the carryover performance of fiscal 2016 new release titles in fiscal
2017 compared to the carryover performance of fiscal 2017 new release titles in fiscal 2018. These decreases were partially
offset by the release of three Marvel titles and two Lucas titles in the current year compared to two Marvel titles and one Lucas

36
title in the prior year. The increase in average net effective pricing was due to higher rates and a higher sales mix of Blu-ray
discs, partially offset by a lower mix of new release titles.
TV/SVOD distribution and other revenue reflected a 4% increase from TV/SVOD distribution and a 3% increase from
stage plays. The increase in TV/SVOD distribution revenue was due to an increase in our free television business driven by
new international agreements and the sale of Star Wars: The Force Awakens in the current year with no comparable title in the
prior year. Higher stage play revenue was due to the opening of additional productions in the current year.

Costs and Expenses

Operating expenses include film cost amortization, which increased $564 million, from $2,474 million to $3,038 million
and cost of goods sold and distribution costs, which increased $95 million, from $1,193 million to $1,288 million. Higher film
cost amortization was due to the impact of higher theatrical distribution revenues. Higher cost of goods sold and distribution
costs were due to an increase in stage plays production and theatrical distribution costs.
Selling, general, administrative and other costs increased $320 million from $2,242 million to $2,562 million primarily
due to higher theatrical marketing costs reflecting more titles released in the current year and, to a lesser extent, higher stage
play marketing costs due to additional productions in the current year.

Segment Operating Income

Segment operating income increased 27%, or $625 million to $2,980 million due to an increase in theatrical distribution
results.

Consumer Products & Interactive Media

Operating results for the Consumer Products & Interactive Media segment are as follows:
Year Ended % Change
September 29, September 30, Better /
(in millions) 2018 2017 (Worse)
Revenues
Licensing, publishing and games $ 3,060 $ 3,256 (6)%
Retail and other 1,591 1,577 1%
Total revenues 4,651 4,833 (4)%
Operating expenses (1,882) (1,904) 1%
Selling, general, administrative and other (945) (1,007) 6%
Depreciation and amortization (192) (179) (7)%
Equity in the income of investees — 1 —%
Operating Income $ 1,632 $ 1,744 (6)%

Revenues
The decrease in licensing, publishing and games revenue was primarily due to lower revenues from sales of licensed
merchandise, an unfavorable FX Impact and a decrease in licensee settlements. Lower revenues from sales of licensed
merchandise includes decreases from products based on Frozen, Cars and Princess, partially offset by an increase from
products based on Mickey and Minnie and Avengers.
The increase in retail and other revenue was due to lower online advertising revenue share with the Media Networks and
Studio Entertainment segments, an increase in sponsorship revenue and a favorable FX Impact. These increases were largely
offset by a decrease in online advertising revenue and lower retail and wholesale distribution sales. The decrease in retail sales
was due to lower comparable store sales, partially offset by an increase in online retail revenue. Lower comparable retail store
sales reflected decreased sales of Star Wars and Moana merchandise in the current year, partially offset by higher sales of
Mickey and Minnie merchandise.

Costs and Expenses

Operating expenses included a $46 million decrease in cost of goods sold and distribution costs, from $1,091 million to
$1,045 million, a $33 million increase in other operating expenses, from $591 million to $624 million, and a $9 million
decrease in product development expense, from $222 million to $213 million. The decrease in cost of goods sold and
distribution costs was driven by lower royalty expense and the decrease in retail and wholesale sales, partially offset by a lower
cost share with the Media Networks and Studio Entertainment segments related to online advertising. The increase in other
operating expenses, which include occupancy costs, labor at our retail stores and other direct costs, was driven by an
unfavorable FX Impact. Lower product development expense was due to fewer games in development.
37
 Selling, general, administrative and other costs decreased $62 million from $1,007 million to $945 million primarily due
to lower costs at our games business.
Depreciation and amortization increased $13 million from $179 million to $192 million due to asset impairments in the
current year.

Segment Operating Income

Segment operating income decreased 6%, or $112 million, to $1.6 billion due to lower results at our merchandise
licensing and retail businesses.

Restructuring and Impairment Charges

The Company recorded charges of $17 million, $8 million and $143 million related to Consumer Products & Interactive
Media for fiscal years 2018, 2017 and 2016, respectively, which are excluded from Consumer Products & Interactive Media
segment operating income. The charges in fiscal years 2018 and 2017 included severance costs that were reported in
“Restructuring and impairment charges” in the Consolidated Statements of Income. Charges in fiscal 2016 included the Infinity
Charge of $129 million, which was reported in “Cost of Products” in the Consolidated Statement of Income, and $14 million of
severance costs, which were reported in “Restructuring and impairment charges” in the Consolidated Statements of Income.

BUSINESS SEGMENT RESULTS – 2017 vs. 2016

Media Networks

Operating results for the Media Networks segment are as follows:

Year Ended % Change
September 30, October 1, Better /
(in millions) 2017 2016 (Worse)
Revenues
Affiliate fees $ 12,659 $ 12,259 3%
Advertising 8,129 8,509 (4)%
TV/SVOD distribution and other 2,722 2,921 (7)%
Total revenues 23,510 23,689 (1)%
Operating expenses (14,068) (13,571) (4)%
Selling, general, administrative and other (2,647) (2,705) 2%
Depreciation and amortization (237) (255) 7%
Equity in the income of investees 344 597 (42)%
Operating Income $ 6,902 $ 7,755 (11)%

Revenues
The increase in affiliate fees was due to an increase of 7% from higher contractual rates, partially offset by a decrease of
3% from subscribers.
The decrease in advertising revenues was due to decreases of $192 million at Broadcasting, from $4,058 million to
$3,866 million and $188 million at Cable Networks, from $4,451 million to $4,263 million. The decrease at Broadcasting was
due to decreases of 8% from lower network impressions and 1% from the absence of the Emmy Awards show, partially offset
by an increase of 6% from higher network rates. The decrease at Cable Networks was due to a decrease of 6% from lower
impressions, partially offset by an increase of 3% from higher rates. The decrease in impressions at Cable Networks and
Broadcasting was due to lower average viewership.
TV/SVOD distribution and other revenue decreased $199 million due to a decrease in program sales and an unfavorable
FX Impact. The decrease in program sales was due to lower sales of cable and ABC programs.

Costs and Expenses

Operating expenses include programming and production costs, which increased $559 million from $12,363 million to
$12,922 million. At Cable Networks, programming and production costs increased $636 million due to rate increases for NBA
and, to a lesser extent, NFL and college sports programming. At Broadcasting, programming and production costs decreased
$77 million due to lower program sales.
38
 Selling, general, administrative and other costs decreased $58 million from $2,705 million to $2,647 million due to lower
marketing costs at Cable Networks and a favorable FX Impact.
The decrease in depreciation and amortization was driven by lower depreciation for broadcasting equipment.

Equity in the Income of Investees

Income from equity investees decreased $253 million from $597 million to $344 million due to higher losses from our
investments in BAMTech and Hulu. BAMTech results reflected a valuation adjustment to sports programming rights that were
prepaid prior to our acquisition of BAMTech and increased costs for technology platform investments. The decrease at Hulu
was due to higher programming, distribution, marketing and labor costs, partially offset by growth in advertising and
subscription revenues.

Segment Operating Income

Segment operating income decreased 11%, or $853 million, to $6,902 million due to a decrease at ESPN and lower
income from equity investees.

The following table provides supplemental revenue and operating income detail for the Media Networks segment:
Year Ended % Change
September 30, October 1, Better /
(in millions) 2017 2016 (Worse)
Revenues
Cable Networks $ 16,527 $ 16,632 (1)%
Broadcasting 6,983 7,057 (1)%
$ 23,510 $ 23,689 (1)%
Segment operating income
Cable Networks $ 5,353 $ 5,965 (10)%
Broadcasting 1,205 1,193 1%
Equity in the income of investees 344 597 (42)%
$ 6,902 $ 7,755 (11)%

Parks and Resorts

Operating results for the Parks and Resorts segment are as follows:
Year Ended % Change
September 30, October 1, Better /
(in millions) 2017 2016 (Worse)
Revenues
Domestic $ 14,812 $ 14,242 4%
International 3,603 2,732 32 %
Total revenues 18,415 16,974 8%
Operating expenses (10,667) (10,039) (6)%
Selling, general, administrative and other (1,950) (1,913) (2)%
Depreciation and amortization (1,999) (1,721) (16)%
Equity in the loss of investees (25) (3) >(100)%
Operating Income $ 3,774 $ 3,298 14 %

Revenues
Parks and Resorts revenues increased 8%, or $1,441 million, to $18.4 billion due to increases of $871 million at our
international operations and $570 million at our domestic operations. Revenues at our domestic operations were unfavorably
impacted by Hurricanes Irma and Matthew during fiscal year 2017.
Revenue growth of 32% at our international operations was due to increases of 27% from higher volumes and 4% from
higher average guest spending, partially offset by a decrease of 1% from an unfavorable FX Impact. Higher volumes were due
to a full year of operations at Shanghai Disney Resort and higher attendance and occupied room nights at Disneyland Paris.

39
Higher average guest spending was driven by an increase at Disneyland Paris and higher average ticket prices at Hong Kong
Disneyland Resort, partially offset by lower average ticket prices at Shanghai Disney Resort. The increase at Disneyland Paris
was primarily due to increases in food and beverage spending, average ticket prices and average daily hotel room rates.
Revenue growth of 4% at our domestic operations was primarily due to an increase of 3% from higher average guest
spending due to an increase in average ticket prices for admissions to our theme parks and for sailings at our cruise line, as well
as higher food and beverage spending and average hotel room rates. Domestic volumes were comparable to fiscal year 2016 as
increased attendance at Walt Disney World Resort was largely offset by lower occupied room nights at Walt Disney World
Resort and Disneyland Resort. At Walt Disney World Resort, available hotel room nights decreased due to refurbishments and
conversions to vacation club units.
The following table presents supplemental park and hotel statistics:
Domestic International (2) Total
Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year
2017 2016 2017 2016 2017 2016
Parks
Increase/ (decrease)
Attendance 2% (1)% 47 % 5% 13 % 1%
Per Capita Guest Spending 2% 7% (1)% 6% (1)% 7%
Hotels (1)
Occupancy 88% 89 % 80 % 78% 86 % 87%
Available Room Nights
(in thousands) 10,205 10,382 3,022 2,600 13,227 12,982
Per Room Guest Spending $317 $305 $292 $278 $312 $301
(1)
Per room guest spending consists of the average daily hotel room rate as well as guest spending on food, beverage and
merchandise at the hotels. Hotel statistics include rentals of Disney Vacation Club units.
(2)
Per capita guest spending growth rate is stated on a constant currency basis. Per room guest spending is stated at the
fiscal 2016 average foreign exchange rate.

Costs and Expenses

Operating expenses include operating labor, which increased $281 million from $4,709 million to $4,990 million,
infrastructure costs, which increased $131 million from $1,934 million to $2,065 million and cost of sales, which increased
$120 million from $1,536 million to $1,656 million. The increase in operating labor was primarily due to inflation and a full
year of operations at Shanghai Disney Resort. Higher infrastructure costs were driven by a full year of operations at Shanghai
Disney Resort. The increase in cost of sales was due to a full year of operations at Shanghai Disney Resort, inflation and higher
volumes. Other operating expenses, which include costs for items such as supplies, commissions and entertainment, increased
due to new guest offerings and a full year of operations at Shanghai Disney Resort.
Selling, general, administrative and other costs increased $37 million from $1,913 million to $1,950 million due to higher
domestic marketing spend, partially offset by lower marketing spend for Shanghai Disney Resort.
Depreciation and amortization increased $278 million from $1,721 million to $1,999 million primarily due to a full year
of operations at Shanghai Disney Resort and depreciation associated with new attractions at our domestic parks and resorts.

Equity in the Loss of Investees

Loss from equity investees increased $22 million to $25 million due to a higher operating loss from Disneyland Paris’
50% joint venture interest in Villages Nature.

Segment Operating Income

Segment operating income increased 14%, or $476 million, to $3.8 billion due to growth at our international and
domestic operations.

40
Studio Entertainment

Operating results for the Studio Entertainment segment are as follows:

Year Ended % Change
September 30, October 1, Better /
(in millions) 2017 2016 (Worse)
Revenues
Theatrical distribution $ 2,903 $ 3,672 (21)%
Home entertainment 1,798 2,108 (15)%
TV/SVOD distribution and other 3,678 3,661 —%
Total revenues 8,379 9,441 (11)%
Operating expenses (3,667) (3,991) 8%
Selling, general, administrative and other (2,242) (2,622) 14 %
Depreciation and amortization (115) (125) 8%
Operating Income $ 2,355 $ 2,703 (13)%

Revenues
The decrease in theatrical distribution revenue was primarily due to the comparison of Star Wars: The Force Awakens and
two Pixar titles in release in fiscal year 2016 compared to Rogue One: A Star Wars Story and one Pixar title in release in fiscal
year 2017. These decreases were partially offset by the performance of Beauty and the Beast and two Marvel titles in fiscal
year 2017 compared to The Jungle Book and one Marvel title in fiscal year 2016. Other significant titles in fiscal year 2017
included Moana and Pirates of the Caribbean: Dead Men Tell No Tales, while fiscal year 2016 included Zootopia and Alice
Through the Looking Glass.
Lower home entertainment revenue was due to a decrease of 16% from a decline in unit sales driven by lower sales of
Star Wars Classic titles and the performance of Rogue One: A Star Wars Story in fiscal year 2017 compared to the strong
performance of Star Wars: The Force Awakens in fiscal year 2016. Fiscal year 2017 also included the release of one Pixar title,
compared to two Pixar titles in fiscal year 2016. These decreases were partially offset by the success of Moana, Beauty and the
Beast and Guardians of the Galaxy Vol. 2 in fiscal year 2017 compared to Zootopia, Captain America: Civil War and The
Jungle Book in fiscal year 2016.
TV/SVOD distribution and other revenue was flat as increases of 5% from TV/SVOD distribution, 1% from stage plays
and 1% from Lucasfilm’s special effects business were offset by a decrease of 7% from lower revenue share with the Consumer
Products & Interactive Media segment. The increase in TV/SVOD distribution revenue was due to international growth and
higher domestic rates, partially offset by a decrease due to a domestic sale of Star Wars Classic titles in fiscal year 2016. Higher
stage play revenue was driven by new productions opening in fiscal year 2017, while higher revenue from Lucasfilm’s special
effects business was driven by more projects in fiscal year 2017. Lower revenue share with the Consumer Products &
Interactive Media segment was due to the stronger performance of merchandise based on Star Wars: The Force Awakens and
Frozen in fiscal year 2016, partially offset by Cars merchandise in fiscal year 2017.

Costs and Expenses

Operating expenses include film cost amortization, which decreased $149 million, from $2,623 million to $2,474 million
and cost of goods sold and distribution costs, which decreased $175 million, from $1,368 million to $1,193 million. Lower film
cost amortization was due to the impact of lower revenues, partially offset by a higher average amortization rate in fiscal year
2017. Lower cost of goods sold and distribution costs were primarily due to a decrease in theatrical distribution costs and a
decline in home entertainment unit sales.
Selling, general, administrative and other costs decreased $380 million from $2,622 million to $2,242 million primarily
due to lower theatrical marketing costs reflecting more titles released in fiscal year 2016, which also included the release of two
DreamWorks titles, Pete’s Dragon and The Finest Hours.

Segment Operating Income

Segment operating income decreased 13%, or $348 million to $2,355 million due to a decrease in theatrical distribution
results, lower revenue share with the Consumer Products & Interactive Media segment and a decrease in home entertainment
results. These decreases were partially offset by growth in TV/SVOD distribution.

41
Consumer Products & Interactive Media

Operating results for the Consumer Products & Interactive Media segment are as follows:
Year Ended % Change
September 30, October 1, Better /
(in millions) 2017 2016 (Worse)
Revenues
Licensing, publishing and games $ 3,256 $ 3,819 (15)%
Retail and other 1,577 1,709 (8)%
Total revenues 4,833 5,528 (13)%
Operating expenses (1,904) (2,263) 16 %
Selling, general, administrative and other (1,007) (1,125) 10 %
Depreciation and amortization (179) (175) (2)%
Equity in the income of investees 1 — nm
Operating Income $ 1,744 $ 1,965 (11)%

Revenues
The decrease in licensing, publishing and games revenue was due to decreases of 8% from our games business, 6% from
our merchandise licensing business and 2% from our publishing business. Lower games revenue was due to the discontinuation
of Infinity in fiscal year 2016 and decreased licensing revenue from Star Wars: Battlefront. The decrease at our merchandise
licensing business was due to lower revenue in fiscal year 2017 from merchandise based on Star Wars and Frozen and an
unfavorable FX Impact, partially offset by a benefit from licensee settlements and higher revenue from merchandise based on
Cars. The decrease at our publishing business was primarily due to lower sales of licensed and self-published books based on
Star Wars and Frozen and a decrease in sales of comic books based on Star Wars.
The decrease in retail and other revenue was due to a decrease of 9% from our retail business driven by lower comparable
store and online sales in our key markets, reflecting higher sales of Frozen and Star Wars merchandise in fiscal year 2016,
partially offset by sales of Moana merchandise in fiscal year 2017.

Costs and Expenses

Operating expenses included a $249 million decrease in cost of goods sold and distribution costs, from $1,340 million to
$1,091 million, a $2 million increase in labor and occupancy costs, from $539 million to $541 million, and a $96 million
decrease in product development expense, from $318 million to $222 million. The decrease in cost of goods sold and
distribution costs was due to the discontinuation of Infinity, lower retail sales and the decrease in sales of books and comics.
Lower product development expense was primarily due to the discontinuation of Infinity and fewer mobile games in
development.
Selling, general, administrative and other costs decreased $118 million from $1,125 million to $1,007 million primarily
due to the discontinuation of Infinity and a favorable FX Impact. The discontinuation of Infinity resulted in lower marketing
costs.

Segment Operating Income

Segment operating income decreased 11%, or $221 million, to $1.7 billion due to lower results at our merchandise
licensing, retail and publishing businesses, partially offset by an improvement at our games business.

42
CORPORATE AND UNALLOCATED SHARED EXPENSES

Corporate and unallocated shared expenses are as follows:

% Change
Better/(Worse)
2018 2017
vs. vs.
(in millions) 2018 2017 2016 2017 2016
Corporate and unallocated shared expenses $ (761) $ (582) $ (640) (31)% 9%
Corporate and unallocated shared expenses in fiscal 2018 increased $179 million to $761 million from $582 million in
fiscal 2017 primarily due to costs related to the 21CF acquisition and higher compensation costs. Corporate and unallocated
shared expenses in fiscal 2017 decreased $58 million to $582 million from $640 million in fiscal 2016 due to lower
compensation costs, partially offset by higher charitable contributions.

IMPACT OF U.S. FEDERAL INCOME TAX REFORM

As discussed in Note 9 to the Consolidated Financial Statements, the Tax Act resulted in the following impacts to the
Company (the amounts recorded in fiscal 2018 are provisional and will be finalized during the first quarter of fiscal 2019):
• The Company’s federal statutory income tax rate was reduced from 35.0% to 24.5% for fiscal 2018 and to 21.0% for
following years.
• For the year ended September 29, 2018, the Company recognized a net benefit of $1.7 billion, which reflected a $2.1
billion benefit from the Deferred Remeasurement, partially offset by a charge of $0.4 billion for the Deemed
Repatriation Tax.
• Generally, there will no longer be a U.S. federal income tax cost on the repatriation of foreign earnings.
• The Company will generally be eligible to claim an immediate deduction for investments in qualified fixed assets
acquired and film and television productions that commenced after September 27, 2017 and are placed in service
during fiscal 2018 through fiscal 2022. This provision phases out through fiscal 2027.
• Certain provisions of the Act are not effective for the Company until fiscal 2019 including:
• The elimination of the domestic production activities deduction.
• The taxation of certain foreign derived income in the U.S. at an effective rate of approximately 13% (which
increases to approximately 16% in 2025) rather than the general statutory rate of 21%.
• A minimum effective tax on certain foreign earnings of approximately 13%.
We are continuing to assess the impacts of these provisions to our fiscal 2019 effective income tax rate.
• We expect a cash tax benefit similar to the reduction in the statutory rate, as well as a benefit from the immediate
deduction for investments in qualified fixed assets and film and television productions.
The U.S. Treasury and other tax authorities continue to issue guidance impacting the application of the Tax Act on the
Company, and accordingly, our analysis of the impact of the Tax Act is not final.

SIGNIFICANT DEVELOPMENTS
During fiscal 2018, the Company launched ESPN+ and continued the development of Disney+, which is scheduled to
launch in the U.S. in late 2019. As we intend to use certain of our film and television content on the Disney+ service, in the
short term we expect to forgo certain licensing revenue from the sale of this content to third parties. In addition, we anticipate
an increase in programming and production investments to create exclusive content for the DTC services.
In fiscal 2018, the Company announced a strategic reorganization of its businesses into the following operating segments:
the newly-formed Direct-to-Consumer and International segment; the combined Parks, Experiences and Consumer Products
segment; Media Networks; and Studio Entertainment. The Company is in the process of modifying internal reporting processes
and systems to accommodate the new structure and will report under the new segment structure in fiscal 2019. The chief
operating decision maker received information and assessed performance during 2018 based on historic operating segments.

43
LIQUIDITY AND CAPITAL RESOURCES

The change in cash, cash equivalents and restricted cash is as follows:

(in millions) 2018 2017 2016
Cash provided by operations $ 14,295 $ 12,343 $ 13,136
Cash used in investing activities (5,336) (4,111) (5,758)
Cash used in financing activities (8,843) (8,959) (7,220)
Impact of exchange rates on cash, cash equivalents and
restricted cash (25) 31 (123)
Change in cash, cash equivalents and restricted cash $ 91 $ (696) $ 35

Operating Activities

Cash provided by operating activities for fiscal 2018 increased 16% or $2.0 billion to $14.3 billion compared to fiscal
2017 due to a decrease in tax payments resulting from the Tax Act, a decrease in pension plan contributions and higher
operating cash flows at Studio Entertainment and Parks and Resorts, partially offset by lower operating cash flow at Media
Networks and a payment for the rights to develop a real estate property in New York. The increase in operating cash flow at
Studio Entertainment was due to higher operating cash receipts driven by an increase in revenue, partially offset by higher
operating cash disbursements driven by higher marketing expenses. Parks and Resorts cash flow reflected higher operating cash
receipts due to increased revenue, partially offset by higher spending on labor and other costs. Lower operating cash flow at
Media Networks was due to higher television production spending.

Cash provided by operating activities for fiscal 2017 decreased 6% or $0.8 billion to $12.3 billion compared to fiscal
2016 due to a decrease in operating cash flow at Studio Entertainment and an increase in pension plan contributions, partially
offset by higher operating cash flow at Parks and Resorts and lower tax payments. The decrease in operating cash flow at
Studio Entertainment was due to lower operating cash receipts driven by a decrease in revenue and higher film production
spending. Parks and Resorts cash flow reflected higher operating cash receipts due to increased revenues, partially offset by
higher payments for labor and other costs.
Depreciation expense is as follows:

(in millions) 2018 2017 2016

Media Networks
Cable Networks $ 172 $ 137 $ 147
Broadcasting 92 88 90
Total Media Networks 264 225 237
Parks and Resorts
Domestic 1,410 1,336 1,273
International 742 660 445
Total Parks and Resorts 2,152 1,996 1,718
Studio Entertainment 55 50 51
Consumer Products & Interactive Media 69 63 63
Corporate 218 252 251
Total depreciation expense $ 2,758 $ 2,586 $ 2,320

Amortization of intangible assets is as follows:

(in millions) 2018 2017 2016

Media Networks $ 62 $ 12 $ 18
Parks and Resorts 4 3 3
Studio Entertainment 64 65 74
Consumer Products & Interactive Media 123 116 112
Total amortization of intangible assets $ 253 $ 196 $ 207

44
Film and Television Costs
The Company’s Studio Entertainment and Media Networks segments incur costs to acquire and produce feature film and
television programming. Film and television production costs include all internally produced content such as live-action and
animated feature films, animated direct-to-video programming, television series, television specials, theatrical stage plays or
other similar product. Programming costs include film or television product licensed for a specific period from third parties for
airing on the Company’s broadcast, cable networks and television stations. Programming assets are generally recorded when
the programming becomes available to us with a corresponding increase in programming liabilities. Accordingly, we analyze
our programming assets net of the related liability.

The Company’s film and television production and programming activity for fiscal years 2018, 2017 and 2016 are as
follows:

(in millions) 2018 2017 2016

Beginning balances:
Production and programming assets $ 8,759 $ 7,547 $ 7,353
Programming liabilities (1,106) (1,063) (989)
7,653 6,484 6,364
Spending:
Television program licenses and rights 7,770 7,406 6,585
Film and television production 5,590 5,319 4,632
13,360 12,725 11,217
Amortization:
Television program licenses and rights (7,966) (7,595) (6,678)
Film and television production (4,871) (4,055) (4,438)
(12,837) (11,650) (11,116)
Change in film and television production and
programming costs 523 1,075 101
Other non-cash activity (152) 94 19
Ending balances:
Production and programming assets 9,202 8,759 7,547
Programming liabilities (1,178) (1,106) (1,063)
$ 8,024 $ 7,653 $ 6,484

Investing Activities

Investing activities consist principally of investments in parks, resorts and other property and acquisition and divestiture
activity. The Company’s investments in parks, resorts and other property for fiscal years 2018, 2017 and 2016 are as follows:

(in millions) 2018 2017 2016

Media Networks
Cable Networks $ 202 $ 75 $ 86
Broadcasting 87 64 80
Parks and Resorts
Domestic 3,212 2,375 2,180
International 671 816 2,035
Studio Entertainment 96 85 86
Consumer Products & Interactive Media 18 30 53
Corporate 179 178 253
$ 4,465 $ 3,623 $ 4,773

Capital expenditures for the Parks and Resorts segment are principally for theme park and resort expansion, new
attractions, cruise ships, capital improvements and systems infrastructure. The increase at our domestic parks and resorts in
fiscal 2018 compared to fiscal 2017 was due to spending on new attractions at Walt Disney World Resort and Disneyland
45
Resort, while the increase in fiscal 2017 compared to fiscal 2016 was due to spending on new attractions at Disneyland Resort.
The decrease in capital expenditures at our international parks and resorts in fiscal 2018 compared to fiscal 2017 and fiscal
2017 compared to fiscal 2016 was due to lower spending at Shanghai Disney Resort and Hong Kong Disneyland Resort.

Capital expenditures at Media Networks primarily reflect investments in facilities and equipment for expanding and
upgrading broadcast centers, production facilities and television station facilities. The increase at cable networks in fiscal 2018
compared to fiscal 2017 was due to spending at BAMTech.

Capital expenditures at Corporate primarily reflect investments in corporate facilities, information technology
infrastructure and equipment.

The Company currently expects its fiscal 2019 capital expenditures will be approximately $1 billion higher than fiscal
2018 capital expenditures of $4.5 billion due to increased investments at our domestic and international parks and resorts.

Other Investing Activities

The fiscal 2018 spending of $1.6 billion on acquisitions was for the September 2017 acquisition of BAMTech. Cash
provided by other investing activities of $710 million reflected $1.2 billion of cash received in connection with the sales of real
estate and property rights, partially offset by contributions of $442 million to a joint venture.

The fiscal 2017 spending of $417 million on acquisitions was for the January 2017 acquisition of additional interests in
BAMTech for $557 million, partially offset by $140 million of cash assumed upon the consolidation of BAMTech. Cash used
in other investing activities of $71 million reflected $266 million of contributions to joint ventures and investment purchases,
partially offset by $173 million of proceeds from investment dispositions.

The fiscal 2016 spending of $850 million on acquisitions was for a 15% interest in BAMTech and an 11% interest in
Vice. Cash used in other investing activities of $135 million reflected $109 million of contributions to joint ventures and
investment purchases and $74 million in premiums paid for foreign currency option contracts in connection with our
commitment to acquire two new cruise ships.

Financing Activities

Cash used in financing activities was $8.8 billion in fiscal 2018 compared to $9.0 billion in fiscal 2017. The net use of
cash in the current year was due to $3.6 billion of common stock repurchases, $2.5 billion in dividends and a net repayment of
borrowings of $2.6 billion. Cash used in financing activities was comparable to fiscal 2017 as lower common stock repurchases
($3.6 billion in fiscal 2018 compared to $9.4 billion in fiscal 2017) and higher contributions from noncontrolling interest
holders of $0.4 billion was essentially offset by a net repayment of borrowings in the current year compared to a net increase in
borrowings in the prior year ($2.6 billion decrease in fiscal 2018 compared to $3.7 billion increase in fiscal 2017).

Cash used in financing activities was $9.0 billion in fiscal 2017 compared to $7.2 billion in fiscal 2016. The net use of
cash in fiscal 2017 was due to $9.4 billion of common stock repurchases, $2.4 billion in dividends and $0.8 billion in payments
to noncontrolling interest holders, partially offset by net borrowings of $3.7 billion. The increase in cash used in financing
activities in fiscal 2017 compared to fiscal 2016 was due to higher common stock repurchases ($9.4 billion in fiscal 2017
compared to $7.5 billion in fiscal 2016).

46
 During the year ended September 29, 2018, the Company’s borrowing activity was as follows:

September 30, Other September 29,

(in millions) 2017 Borrowings Payments Activity 2018
Commercial paper with original
maturities less than three
months, net (1) $ 1,151 $ — $ (1,099) $ (2) $ 50
Commercial paper with original
maturities greater than three
months 1,621 8,079 (8,748) 3 955
U.S. and European medium-term
notes 19,721 — (1,800) 21 17,942
Asia Theme Parks borrowings 1,145 — — — 1,145
BAMTech acquisition payable 1,581 — (1,581) — —
Foreign currency denominated
debt and other (2) 72 1,056 (71) (275) 782
Total $ 25,291 $ 9,135 $ (13,299) $ (253) $ 20,874
(1)
Borrowings and reductions of borrowings are reported net.
(2)
The other activity is due to market value adjustments for debt with qualifying hedges.

See Note 8 to the Consolidated Financial Statements for information regarding the Company’s bank facilities. The
Company may use commercial paper borrowings up to the amount of its unused bank facilities, in conjunction with term debt
issuance and operating cash flow, to retire or refinance other borrowings before or as they come due.

See Note 11 to the Consolidated Financial Statements for a summary of the Company’s dividends and share repurchases
in fiscal 2018, 2017 and 2016.

We believe that the Company’s financial condition is strong and that its cash balances, other liquid assets, operating cash
flows, access to debt and equity capital markets and borrowing capacity, taken together, provide adequate resources to fund the
cash consideration in the pending acquisition of 21CF, ongoing operating requirements and future capital expenditures related
to the expansion of existing businesses and development of new projects. However, the Company’s operating cash flow and
access to the capital markets can be impacted by macroeconomic factors outside of its control. In addition to macroeconomic
factors, the Company’s borrowing costs can be impacted by short- and long-term debt ratings assigned by nationally recognized
rating agencies, which are based, in significant part, on the Company’s performance as measured by certain credit metrics such
as interest coverage and leverage ratios. As of September 29, 2018, Moody’s Investors Service’s long- and short-term debt
ratings for the Company were A2 and P-1, respectively, Standard and Poor’s long- and short-term debt ratings for the Company
were A+ and A-1, and Fitch’s long- and short-term debt ratings for the Company were A and F1, respectively. Each of Moody’s
Investors Service, Standard and Poor’s and Fitch had placed the Company’s long- and short-term debt ratings on review for
downgrade as a result of the pending acquisition of 21CF. On October 8, 2018, Moody’s Investor Service affirmed the
Company’s long- and short-term debt ratings of A2 and P-1, respectively, following its review of the impact of the acquisition.
The Company currently expects Standard and Poor’s and Fitch to finalize its review of the Company’s debt ratings upon
closing of the acquisition and one or more of the agencies may downgrade our long and short-term debt ratings. Should a
downgrade occur, we do not anticipate that it would impact our ability to fund ongoing operating requirements and future
capital expenditures. The Company’s bank facilities contain only one financial covenant, relating to interest coverage, which
the Company met on September 29, 2018, by a significant margin. The Company’s bank facilities also specifically exclude
certain entities, including the Asia Theme Parks, from any representations, covenants or events of default.

CONTRACTUAL OBLIGATIONS, COMMITMENTS AND OFF BALANCE SHEET ARRANGEMENTS

The Company has various contractual obligations, which are recorded as liabilities in our consolidated financial
statements. Other items, such as certain purchase commitments and other executory contracts are not recognized as liabilities in
our consolidated financial statements but are required to be disclosed in the footnotes to the financial statements. For example,
the Company is contractually committed to acquire broadcast programming and make certain minimum lease payments for the
use of property under operating lease agreements.
The following table summarizes our significant contractual obligations and commitments on an undiscounted basis at
September 29, 2018 and the future periods in which such obligations are expected to be settled in cash. In addition, the table
reflects the timing of principal and interest payments on outstanding borrowings based on their contractual maturities.

47
Additional details regarding these obligations are provided in the Notes to the Consolidated Financial Statements, as referenced
in the table:

Payments Due by Period

Less than 1-3 4-5 More than

(in millions) Total 1 Year Years Years 5 Years
Borrowings (Note 8)(1) $ 28,240 $ 4,412 $ 6,095 $ 3,803 $ 13,930
Operating lease commitments (Note 14) 3,584 681 1,041 642 1,220
Capital lease obligations (Note 14) 540 24 40 34 442
Sports programming commitments (Note 14) 42,536 6,835 14,216 9,291 12,194
Broadcast programming commitments (Note 14) 2,077 505 536 389 647
Total sports and other broadcast programming
commitments 44,613 7,340 14,752 9,680 12,841
Other(2) 7,294 1,793 1,837 1,996 1,668
Total contractual obligations(3) $ 84,271 $ 14,250 $ 23,765 $ 16,155 $ 30,101
(1)
Excludes market value adjustments, which reduce recorded borrowings by $304 million. Includes interest payments
based on contractual terms for fixed rate debt and on current interest rates for variable rate debt. In 2023, the Company
has the ability to call a debt instrument prior to its scheduled maturity, which if exercised by the Company would
reduce future interest payments by $1.0 billion.
(2)
Other commitments primarily comprise contracts for the construction of three new cruise ships, creative talent and
employment agreements and unrecognized tax benefits. Creative talent and employment agreements include
obligations to actors, producers, sports, television and radio personalities and executives.
(3)
Contractual commitments include the following:
Liabilities recorded on the balance sheet $ 21,991
Commitments not recorded on the balance sheet 62,280
$ 84,271

The Company also has obligations with respect to its pension and postretirement medical benefit plans. See Note 10 to
the Consolidated Financial Statements.

Contingent Commitments and Contractual Guarantees

See Notes 3, 6 and 14 to the Consolidated Financial Statements for information regarding the Company’s contingent
commitments and contractual guarantees.

Legal and Tax Matters

As disclosed in Notes 9 and 14 to the Consolidated Financial Statements, the Company has exposure for certain tax and
legal matters.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We believe that the application of the following accounting policies, which are important to our financial position and
results of operations require significant judgments and estimates on the part of management. For a summary of our significant
accounting policies, including the accounting policies discussed below, see Note 2 to the Consolidated Financial Statements.

Film and Television Revenues and Costs

We expense film and television production, participation and residual costs over the applicable product life cycle based
upon the ratio of the current period’s revenues to the estimated remaining total revenues (Ultimate Revenues) for each
production. If our estimate of Ultimate Revenues decreases, amortization of film and television costs may be accelerated.
Conversely, if our estimate of Ultimate Revenues increases, film and television cost amortization may be slowed. For film
productions, Ultimate Revenues include revenues from all sources that will be earned within ten years from the date of the
initial theatrical release. For television series, Ultimate Revenues include revenues that will be earned within ten years from
delivery of the first episode, or if still in production, five years from delivery of the most recent episode, if later.

With respect to films intended for theatrical release, the most sensitive factor affecting our estimate of Ultimate Revenues
(and therefore affecting future film cost amortization and/or impairment) is theatrical performance. Revenues derived from
48
other markets subsequent to the theatrical release (e.g., the home entertainment or television markets) have historically been
highly correlated with the theatrical performance. Theatrical performance varies primarily based upon the public interest and
demand for a particular film, the popularity of competing films at the time of release and the level of marketing effort. Upon a
film’s release and determination of the theatrical performance, the Company’s estimates of revenues from succeeding windows
and markets are revised based on historical relationships and an analysis of current market trends. The most sensitive factor
affecting our estimate of Ultimate Revenues for released films is the level of expected home entertainment sales. Home
entertainment sales vary based on the number and quality of competing home entertainment products, as well as the manner in
which retailers market and price our products.

With respect to television series or other television productions intended for broadcast, the most sensitive factors
affecting estimates of Ultimate Revenues are program ratings and the strength of the advertising market. Program ratings,
which are an indication of market acceptance, directly affect the Company’s ability to generate advertising revenues during the
airing of the program. In addition, television series with greater market acceptance are more likely to generate incremental
revenues through the licensing of program rights worldwide to television distributors, SVOD services and in home
entertainment formats. Alternatively, poor ratings may result in cancellation of the program, which would require an immediate
write-down of any unamortized production costs. A significant decline in the advertising market would also negatively impact
our estimates.

We expense the cost of television broadcast rights for acquired series, movies and other programs based on the number of
times the program is expected to be aired or on a straight-line basis over the useful life, as appropriate. Amortization of those
television programming assets being amortized on a number of airings basis may be accelerated if we reduce the estimated
future airings and slowed if we increase the estimated future airings. The number of future airings of a particular program is
impacted primarily by the program’s ratings in previous airings, expected advertising rates and availability and quality of
alternative programming. Accordingly, planned usage is reviewed periodically and revised if necessary. We amortize rights
costs for multi-year sports programming arrangements during the applicable seasons based on the estimated relative value of
each year in the arrangement. The estimated value of each year is based on our projections of revenues over the contract period,
which include advertising revenue and an allocation of affiliate revenue. If the annual contractual payments related to each
season approximate each season’s estimated relative value, we expense the related contractual payments during the applicable
season. If planned usage patterns or estimated relative values by year were to change significantly, amortization of our sports
rights costs may be accelerated or slowed.

Costs of film and television productions are subject to regular recoverability assessments, which compare the estimated
fair values with the unamortized costs. The net realizable values of television broadcast program licenses and rights are
reviewed using a daypart methodology. A daypart is defined as an aggregation of programs broadcast during a particular time of
day or programs of a similar type. The Company’s dayparts are: primetime, daytime, late night, news and sports (includes
broadcast and cable networks). The net realizable values of other cable programming assets are reviewed on an aggregated
basis for each cable network. Individual programs are written off when there are no plans to air or sublicense the program.
Estimated values are based upon assumptions about future demand and market conditions. If actual demand or market
conditions are less favorable than our projections, film, television and programming cost write-downs may be required.

Revenue Recognition
The Company has revenue recognition policies for its various operating segments that are appropriate to the
circumstances of each business. See Note 2 to the Consolidated Financial Statements for a summary of these revenue
recognition policies.

We reduce home entertainment revenues for estimated future returns of merchandise and for customer programs and sales
incentives. These estimates are based upon historical return experience, current economic trends and projections of customer
demand for and acceptance of our products. If we underestimate the level of returns or sales incentives in a particular period,
we may record less revenue in later periods when returns or sales incentives exceed the estimated amount. Conversely, if we
overestimate the level of returns or sales incentives for a period, we may have additional revenue in later periods when returns
or sales incentives are less than estimated.

Pension and Postretirement Medical Plan Actuarial Assumptions

The Company’s pension and postretirement medical benefit obligations and related costs are calculated using a number of
actuarial assumptions. Two critical assumptions, the discount rate and the expected return on plan assets, are important
elements of expense and/or liability measurement, which we evaluate annually. Other assumptions include the healthcare cost
trend rate and employee demographic factors such as retirement patterns, mortality, turnover and rate of compensation increase.

The discount rate enables us to state expected future cash payments for benefits as a present value on the measurement
date. A lower discount rate increases the present value of benefit obligations and increases pension expense. The guideline for

49
setting this rate is a high-quality long-term corporate bond rate. We increased our discount rate to 4.31% at the end of fiscal
2018 from 3.88% at the end of fiscal 2017 to reflect market interest rate conditions at our fiscal 2018 year end measurement
date. The Company’s discount rate was determined by considering yield curves constructed of a large population of high-
quality corporate bonds and reflects the matching of plans’ liability cash flows to the yield curves. A one percentage point
decrease in the assumed discount rate would increase total benefit expense for fiscal 2019 by approximately $241 million and
would increase the projected benefit obligation at September 29, 2018 by approximately $2.7 billion. A one percentage point
increase in the assumed discount rate would decrease total benefit expense and the projected benefit obligation by
approximately $229 million and $2.3 billion, respectively.

To determine the expected long-term rate of return on the plan assets, we consider the current and expected asset
allocation as well as historical and expected returns on each plan asset class. Our expected return on plan assets is 7.50%. A
lower expected rate of return on pension plan assets will increase pension expense, while a higher expected rate of return on
pension plan assets will decrease pension expense. A one percentage point change in the long-term asset return assumption
would impact fiscal 2019 annual benefit expense by approximately $135 million.

Goodwill, Other Intangible Assets, Long-Lived Assets and Investments

The Company is required to test goodwill and other indefinite-lived intangible assets for impairment on an annual basis
and if current events or circumstances require, on an interim basis. Goodwill is allocated to various reporting units, which are
an operating segment or one level below the operating segment. The Company compares the fair value of each reporting unit to
its carrying amount, and to the extent the carrying amount exceeds the fair value, an impairment of goodwill is recognized for
the excess up to the amount of goodwill allocated to the reporting unit.

To determine the fair value of our reporting units, we generally use a present value technique (discounted cash flows)
corroborated by market multiples when available and as appropriate. We apply what we believe to be the most appropriate
valuation methodology for each of our reporting units. The discounted cash flow analyses are sensitive to our estimates of
future revenue growth and margins for these businesses. We include in the projected cash flows an estimate of the revenue we
believe the reporting unit would receive if the intellectual property developed by the reporting unit that is being used by other
reporting units was licensed to an unrelated third party at its fair market value. We believe our estimates of fair value are
consistent with how a marketplace participant would value our reporting units.

In times of adverse economic conditions in the global economy, the Company’s long-term cash flow projections are
subject to a greater degree of uncertainty than usual. If we had established different reporting units or utilized different
valuation methodologies or assumptions, the impairment test results could differ, and we could be required to record
impairment charges.

The Company is required to compare the fair values of other indefinite-lived intangible assets to their carrying amounts.
If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized for the
excess. Fair values of other indefinite-lived intangible assets are determined based on discounted cash flows or appraised
values, as appropriate.

The Company tests long-lived assets, including amortizable intangible assets, for impairment whenever events or changes
in circumstances (triggering events) indicate that the carrying amount may not be recoverable. Once a triggering event has
occurred, the impairment test employed is based on whether the intent is to hold the asset for continued use or to hold the asset
for sale. The impairment test for assets held for use requires a comparison of cash flows expected to be generated over the
useful life of an asset group to the carrying value of the asset group. An asset group is established by identifying the lowest
level of cash flows generated by a group of assets that are largely independent of the cash flows of other assets and could
include assets used across multiple businesses or segments. If the carrying value of an asset group exceeds the estimated
undiscounted future cash flows, an impairment would be measured as the difference between the fair value of the group’s long-
lived assets and the carrying value of the group’s long-lived assets. The impairment is allocated to the long-lived assets of the
group on a pro rata basis using the relative carrying amounts, but only to the extent the carrying value of each asset is above its
fair value. For assets held for sale, to the extent the carrying value is greater than the asset’s fair value less costs to sell, an
impairment loss is recognized for the difference. Determining whether a long-lived asset is impaired requires various estimates
and assumptions, including whether a triggering event has occurred, the identification of the asset groups, estimates of future
cash flows and the discount rate used to determine fair values. If we had established different asset groups or utilized different
valuation methodologies or assumptions, the impairment test results could differ, and we could be required to record
impairment charges.

The Company has cost and equity investments. The fair value of these investments is dependent on the performance of
the investee companies as well as volatility inherent in the external markets for these investments. In assessing the potential
impairment of these investments, we consider these factors as well as the forecasted financial performance of the investees and

50
market values, where available. If these forecasts are not met or market values indicate an other-than-temporary decline in
value, impairment charges may be required.

The Company tested its goodwill and other indefinite-lived intangible assets, long-lived assets and investments for
impairment and recorded non-cash impairment charges of $210 million, $22 million and $7 million in fiscal years 2018, 2017
and 2016, respectively. The fiscal 2018 impairment charges were recorded in “Equity in the income (loss) of investees, net” in
the Consolidated Statements of Income. The fiscal 2017 and 2016 impairment charges were recorded in “Restructuring and
impairment charges” in the Consolidated Statements of Income.

Allowance for Doubtful Accounts

We evaluate our allowance for doubtful accounts and estimate collectability of accounts receivable based on our analysis
of historical bad debt experience in conjunction with our assessment of the financial condition of individual companies with
which we do business. In times of domestic or global economic turmoil, our estimates and judgments with respect to the
collectability of our receivables are subject to greater uncertainty than in more stable periods. If our estimate of uncollectible
accounts is too low, costs and expenses may increase in future periods, and if it is too high, costs and expenses may decrease in
future periods.

Contingencies and Litigation

We are currently involved in certain legal proceedings and, as required, have accrued estimates of the probable and
estimable losses for the resolution of these proceedings. These estimates are based upon an analysis of potential results,
assuming a combination of litigation and settlement strategies and have been developed in consultation with outside counsel as
appropriate. From time to time, we may also be involved in other contingent matters for which we have accrued estimates for a
probable and estimable loss. It is possible, however, that future results of operations for any particular quarterly or annual
period could be materially affected by changes in our assumptions or the effectiveness of our strategies related to legal
proceedings or our assumptions regarding other contingent matters. See Note 14 to the Consolidated Financial Statements for
more detailed information on litigation exposure.

Income Tax Audits

As a matter of course, the Company is regularly audited by federal, state and foreign tax authorities. From time to time,
these audits result in proposed assessments. Our determinations regarding the recognition of income tax benefits are made in
consultation with outside tax and legal counsel, where appropriate, and are based upon the technical merits of our tax positions
in consideration of applicable tax statutes and related interpretations and precedents and upon the expected outcome of
proceedings (or negotiations) with taxing and legal authorities. The tax benefits ultimately realized by the Company may differ
from those recognized in our future financial statements based on a number of factors, including the Company’s decision to
settle rather than litigate a matter, relevant legal precedent related to similar matters and the Company’s success in supporting
its filing positions with taxing authorities.

New Accounting Pronouncements

See Note 18 to the Consolidated Financial Statements for information regarding new accounting pronouncements.

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or
on behalf of the Company. We may from time to time make written or oral statements that are “forward-looking,” including
statements contained in this report and other filings with the SEC and in reports to our shareholders. Such statements may, for
example, express expectations or projections about future actions that we may take, including restructuring or strategic
initiatives, or about developments beyond our control including changes in domestic or global economic conditions. These
statements are made on the basis of management’s views and assumptions as of the time the statements are made and we
undertake no obligation to update these statements. There can be no assurance, however, that our expectations will necessarily
come to pass. Significant factors affecting these expectations are set forth under Item 1A – Risk Factors of this Report on Form
10-K.

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to the impact of interest rate changes, foreign currency fluctuations, commodity fluctuations
and changes in the market values of its investments.

51
Policies and Procedures

In the normal course of business, we employ established policies and procedures to manage the Company’s exposure to
changes in interest rates, foreign currencies and commodities using a variety of financial instruments.

Our objectives in managing exposure to interest rate changes are to limit the impact of interest rate volatility on earnings
and cash flows and to lower overall borrowing costs. To achieve these objectives, we primarily use interest rate swaps to
manage net exposure to interest rate changes related to the Company’s portfolio of borrowings. By policy, the Company targets
fixed-rate debt as a percentage of its net debt between minimum and maximum percentages.

Our objective in managing exposure to foreign currency fluctuations is to reduce volatility of earnings and cash flow in
order to allow management to focus on core business issues and challenges. Accordingly, the Company enters into various
contracts that change in value as foreign exchange rates change to protect the U.S. dollar equivalent value of its existing foreign
currency assets, liabilities, commitments and forecasted foreign currency revenues and expenses. The Company utilizes option
strategies and forward contracts that provide for the purchase or sale of foreign currencies to hedge probable, but not firmly
committed, transactions. The Company also uses forward and option contracts to hedge foreign currency assets and liabilities.
The principal foreign currencies hedged are the euro, Japanese yen, British pound, Chinese yuan and Canadian dollar. Cross-
currency swaps are used to effectively convert foreign currency denominated borrowings to U.S. dollar denominated
borrowings. By policy, the Company maintains hedge coverage between minimum and maximum percentages of its forecasted
foreign exchange exposures generally for periods not to exceed four years. The gains and losses on these contracts offset
changes in the U.S. dollar equivalent value of the related exposures. The economic or political conditions in a country could
reduce our ability to hedge exposure to currency fluctuations in the country or our ability to repatriate revenue from the
country.

Our objectives in managing exposure to commodity fluctuations are to use commodity derivatives to reduce volatility of
earnings and cash flows arising from commodity price changes. The amounts hedged using commodity swap contracts are
based on forecasted levels of consumption of certain commodities, such as fuel oil and gasoline.

It is the Company’s policy to enter into foreign currency and interest rate derivative transactions and other financial
instruments only to the extent considered necessary to meet its objectives as stated above. The Company does not enter into
these transactions or any other hedging transactions for speculative purposes.

Value at Risk (VAR)

The Company utilizes a VAR model to estimate the maximum potential one-day loss in the fair value of its interest rate,
foreign exchange, commodities and market sensitive equity financial instruments. The VAR model estimates were made
assuming normal market conditions and a 95% confidence level. Various modeling techniques can be used in a VAR
computation. The Company’s computations are based on the interrelationships between movements in various interest rates,
currencies, commodities and equity prices (a variance/co-variance technique). These interrelationships were determined by
observing interest rate, foreign currency, commodity and equity market changes over the preceding quarter for the calculation
of VAR amounts at each fiscal quarter end. The model includes all of the Company’s debt as well as all interest rate and foreign
exchange derivative contracts, commodities and market sensitive equity investments. Forecasted transactions, firm
commitments, and accounts receivable and payable denominated in foreign currencies, which certain of these instruments are
intended to hedge, were excluded from the model.

The VAR model is a risk analysis tool and does not purport to represent actual losses in fair value that will be incurred by
the Company, nor does it consider the potential effect of favorable changes in market factors.

VAR on a combined basis decreased to $44 million at September 29, 2018 from $92 million at September 30, 2017
driven by a reduction in unhedged fixed-rate borrowings, lower interest rate volatility of our debt, and a reduction in the net
notional value of our foreign exchange derivative contracts.

52
 The estimated maximum potential one-day loss in fair value, calculated using the VAR model, is as follows (unaudited, in
millions):
Interest Rate Currency Equity Commodity
Sensitive Sensitive Sensitive Sensitive
Financial Financial Financial Financial Combined
Fiscal Year 2018 Instruments Instruments Instruments Instruments Portfolio
Year end fiscal 2018 VAR $ 32 $ 32 $ 1 $ 1 $ 44
Average VAR 49 35 2 1 64
Highest VAR 64 46 2 1 77
Lowest VAR 32 30 1 1 44
Year end fiscal 2017 VAR 57 47 2 1 92

The VAR for Hong Kong Disneyland Resort and Shanghai Disney Resort is immaterial as of September 29, 2018 and
accordingly has been excluded from the above table.

ITEM 8. Financial Statements and Supplementary Data

See Index to Financial Statements and Supplemental Data on page 59.

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

ITEM 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures to ensure that the information required to be disclosed by the
Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized
and reported within the time periods specified in SEC rules and forms and that such information is accumulated and made
known to the officers who certify the Company’s financial reports and to other members of senior management and the Board
of Directors as appropriate to allow timely decisions regarding required disclosure.

Based on their evaluation as of September 29, 2018, the principal executive officer and principal financial officer of the
Company have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934) are effective.

Management’s Report on Internal Control Over Financial Reporting

Management’s report set forth on page 60 is incorporated herein by reference.

Changes in Internal Controls

There have been no changes in our internal control over financial reporting during the fourth quarter of the fiscal year
ended September 29, 2018, that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.

ITEM 9B. Other Information

None.

53
 PART III

ITEM 10. Directors, Executive Officers and Corporate Governance

Information regarding Section 16(a) compliance, the Audit Committee, the Company’s code of ethics, background of the
directors and director nominations appearing under the captions “Section 16(a) Beneficial Ownership Reporting Compliance,”
“Committees,” “Governing Documents,” “Director Selection Process” and “Election of Directors” in the Company’s Proxy
Statement for the 2019 annual meeting of Shareholders is hereby incorporated by reference.

Information regarding executive officers is included in Part I of this Form 10-K as permitted by General Instruction G(3).

ITEM 11. Executive Compensation

Information appearing under the captions “Director Compensation,” “Compensation Discussion and Analysis” and
“Compensation Tables” in the 2019 Proxy Statement (other than the “Compensation Committee Report,” which is deemed
furnished herein by reference) is hereby incorporated by reference.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information setting forth the security ownership of certain beneficial owners and management appearing under the
caption “Stock Ownership” and information appearing under the caption “Equity Compensation Plans” in the 2019 Proxy
Statement is hereby incorporated by reference.

ITEM 13. Certain Relationships and Related Transactions, and Director Independence

Information regarding certain related transactions appearing under the captions “Certain Relationships and Related
Person Transactions” and information regarding director independence appearing under the caption “Director Independence” in
the 2019 Proxy Statement is hereby incorporated by reference.

ITEM 14. Principal Accounting Fees and Services

Information appearing under the captions “Auditor Fees and Services” and “Policy for Approval of Audit and Permitted
Non-Audit Services” in the 2019 Proxy Statement is hereby incorporated by reference.

54
 PART IV
ITEM 15. Exhibits and Financial Statement Schedules
(1) Financial Statements and Schedules
See Index to Financial Statements and Supplemental Data on page 59.
(2) Exhibits
The documents set forth below are filed herewith or incorporated herein by reference to the location indicated.
Exhibit Location
2.1 Amended and Restated Agreement and Plan of Merger, Exhibit 2.1 to the Current Report on Form 8-K of
dated as of June 20, 2018, among Twenty-First the Company filed June 21, 2018
Century Fox, Inc., The Walt Disney Company, TWDC
Holdco 613 Corp., WDC Merger Enterprises I, Inc.,
and WDC Merger Enterprises II, Inc.
3.1 Restated Certificate of Incorporation of the Company Exhibit 3.1 to the Form 10-K of the Company for
the fiscal year ended October 1, 2016
3.2 Certificate of Designation of Series B Convertible Exhibit 3.1 to the Current Report on Form 8-K of
Preferred Stock of The Walt Disney Company, as filed the Company filed March 9, 2018
with the Secretary of State of the State of Delaware on
March 8, 2018
3.3 Bylaws of the Company Exhibit 3.1 to the Current Report on Form 8-K of
the Company filed December 14, 2017
4.1 Five-Year Credit Agreement dated as of March 9, 2018 Exhibit 10.2 to the Current Report on Form 8-K of
the Company, filed March 9, 2018
4.2 Five-Year Credit Agreement dated as of March 11, Exhibit 10.2 to the Current Report on Form 8-K of
2016 the Company filed March 14, 2016
4.3 364 Day Credit Agreement dated as of March 9, 2018 Exhibit 10.1 to the Current Report on Form 8-K of
the Company filed March 9, 2018
4.4 Senior Debt Securities Indenture, dated as of Exhibit 4.1 to the Current Report on Form 8-K of
September 24, 2001, between the Company and Wells the Company, filed September 24, 2001
Fargo Bank, N.A., as Trustee
4.5 Other long-term borrowing instruments are omitted
pursuant to Item 601(b)(4)(iii) of Regulation S-K. The
Company undertakes to furnish copies of such
instruments to the Commission upon request
10.1 Amended and Restated Voting Agreement, dated as of Exhibit 10.1 to the Current Report on Form 8-K of
June 20, 2018, among The Walt Disney Company, the Company filed June 21, 2018
Murdoch Family Trust, and Cruden Financial Services
LLC
10.2 Amended and Restated Employment Agreement, dated Exhibit 10.1 to the Form 10-K of the Company for
as of October 6, 2011, between the Company and the fiscal year ended October 1, 2011
Robert A. Iger
10.3 Amendment dated July 1, 2013 to Amended and Exhibit 10.1 to the Current Report on Form 8-K of
Restated Employment Agreement, dated as of October the Company filed July 1, 2013
6, 2011, between the Company and Robert A. Iger
10.4 Amendment dated October 2, 2014 to Amended and Exhibit 10.1 to the Current Report on Form 8-K of
Restated Employment Agreement, dated as of October the Company filed October 3, 2014
6, 2011, between the Company and Robert A. Iger
10.5 Amendment dated March 22, 2017 to Amended and Exhibit 10.1 to the Current Report on Form 8-K of
Restated Employment Agreement, dated as of October the Company filed March 23, 2017
6, 2011, between the Company and Robert A. Iger
10.6 Amendment dated December 13, 2017 to Amended Exhibit 10.2 to the Current Report on Form 8-K of
and Restated Employment Agreement, dated as of the Company filed December 14, 2017
October 6, 2011, between the Company and Robert A.
Iger
10.7 Employment Agreement, dated as of September 27, Exhibit 10.1 to the Current Report on Form 8-K of
2013 between the Company and Alan N. Braverman the Company filed October 2, 2013

55
 Exhibit
10.8 Amendment dated February 4, 2015 to the
Employment Agreement dated as of September 27,
2013 between the Company and Alan N. Braverman
10.9 Amendment dated August 15, 2017 to the
Employment Agreement dated as of September 27,
2013 between the Company and Alan N. Braverman
10.10 Employment Agreement dated as of March 14, 2018
between the Company and Kevin A. Mayer
10.11 Amendment dated August 15, 2017 to the
Employment Agreement dated as of July 1, 2015
between the Company and Kevin A. Mayer
10.12 Employment Agreement dated August 15, 2017 and
effective between the Company and Jayne Parker
10.13 Employment Agreement dated as of July 1, 2015
between the Company and Christine M. McCarthy
10.14 Amendment dated August 15, 2017 to the
Employment Agreement dated as of July 1, 2015
between the Company and Christine M. McCarthy
10.15 Voluntary Non-Qualified Deferred Compensation Plan
10.16 Description of Directors Compensation
10.17 Form of Indemnification Agreement for certain
officers and directors
10.18 1995 Stock Option Plan for Non-Employee Directors
10.19 Amended and Restated 2002 Executive Performance
Plan
10.20 Management Incentive Bonus Program
10.21 Amended and Restated 1997 Non-Employee Directors
Stock and Deferred Compensation Plan
10.22 Amended and Restated The Walt Disney Company/
Pixar 2004 Equity Incentive Plan
10.23 Amended and Restated 2011 Stock Incentive Plan
10.24 Disney Key Employees Retirement Savings Plan
10.25 Amendments dated April 30, 2015 to the Amended and
Restated The Walt Disney Productions and Associated
Companies Key Employees Deferred Compensation
and Retirement Plan, Amended and Restated Benefit
Equalization Plan of ABC, Inc. and Disney Key
Employees Retirement Savings Plan
10.26 Group Personal Excess Liability Insurance Plan
10.27 Amended and Restated Severance Pay Plan
10.28 Form of Restricted Stock Unit Award Agreement
(Time-Based Vesting)
10.29 Form of Performance-Based Stock Unit Award
Agreement (Section 162(m) Vesting Requirement)
56
Location
Exhibit 10.2 to the Current Report on Form 8-K of
the Company filed February 5, 2015
Exhibit 10.2 to the Current Report on Form 8-K of
the Company filed August 17, 2017
Exhibit 10.3 to the Form 10-Q of the Company for
the quarter ended March 31, 2018
Exhibit 10.3 to the Current Report on Form 8-K of
the Company filed August 17, 2017
Exhibit 10.1 to the Current Report on Form 8-K of
the Company filed August 17, 2017
Exhibit 10.1 to the Current Report on Form 8-K of
the Company filed June 30, 2015
Exhibit 10.4 to the Current Report on Form 8-K of
the Company filed August 17, 2017
Exhibit 10.1 to the Current Report on Form 8-K of
the Company filed December 23, 2014
Exhibit 10.2 to the Form 10-Q of the Company for
the quarter ended June 30, 2018
Annex C to the Proxy Statement for the 1987
annual meeting of DEI
Exhibit 20 to the Form S-8 Registration Statement
(No. 33-57811) of DEI, dated Feb. 23, 1995
Annex A to the Proxy Statement for the 2013
Annual Meeting of the Registrant
The portions of the tables labeled “Performance
based Bonus” in the sections of the Proxy
Statement for the 2017 annual meeting of the
Company titled “2016 Total Direct Compensation”
and “Compensation Process” and the section of the
Proxy Statement titled “Performance Goals”
Annex II to the Proxy Statement for the 2003
annual meeting of the Company
Exhibit 10.1 to the Current Report on Form 8-K of
the Company filed December 1, 2006
Exhibit 10.1 to the Form 8-K of the Company filed
March 16, 2012
Exhibit 10.1 to the Form 10-Q of the Company for
the quarter ended July 2, 2011
Exhibit 10.3 to the Form 10-Q of the Company for
the quarter ended March 28, 2015
Exhibit 10(x) to the Form 10-K of the Company for
the period ended September 30, 1997
Exhibit 10.4 to the Form 10-Q of the Company for
the quarter ended December 27, 2008
Exhibit 10(aa) to the Form 10-K of the Company
for the period ended September 30, 2004
Exhibit 10.2 to the Form 10-Q of the Company for
the quarter ended April 2, 2011
 Exhibit Location
10.30 Form of Performance-Based Stock Unit Award Exhibit 10.1 to the Current Report on Form 8-K of
Agreement (Three-Year Vesting subject to Total the Company filed January 11, 2013
Shareholder Return/EPS Growth Tests/
Section 162(m) Vesting Requirement)
10.31 Form of Non-Qualified Stock Option Award Exhibit 10.4 to the Form 10-Q of the Company for
Agreement the quarter ended April 2, 2011
10.32 Performance-Based Stock Unit Award (Four-Year Exhibit 10.3 to the Form 10-Q of the Company for
Vesting subject to Total Shareholder Return Test/ the quarter ended December 30, 2017
Section 162(m) Vesting Requirements) for Robert A.
Iger dated as of December 13, 2017
10.33 Performance-Based Stock Unit Award (Section 162(m) Exhibit 10.4 to the Form 10-Q of the Company for
Vesting Requirement) for Robert A. Iger dated as of the quarter ended December 30, 2017
December 13, 2017
10.34 Disney Savings and Investment Plan as Amended and Exhibit 10.30 to the Form 10-K of the Company for
Restated Effective January 1, 2015 the fiscal year ended September 30, 2017
10.35 First Amendment dated December 19, 2016 to the Exhibit 10.31 to the Form 10-K of the Company for
Disney Savings and Investment Plan as amended and the fiscal year ended September 30, 2017
restated effective January 1, 2015
10.36 Second Amendment dated December 3, 2012 to the Exhibit 10.2 to the Form 10-Q of the Company for
Disney Savings and Investment Plan the quarter ended December 29, 2012
10.37 Third Amendment dated December 18, 2014 to the Exhibit 10.4 to the Form 10-Q of the Company for
Disney Savings and Investment Plan the quarter ended March 28, 2015
10.38 Fourth Amendment dated April 30, 2015 to the Disney Exhibit 10.5 to the Form 10-Q of the Company for
Savings and Investment Plan the quarter ended March 28, 2015
21 Subsidiaries of the Company Filed herewith
23 Consent of PricewaterhouseCoopers LLP Filed herewith
31(a) Rule 13a-14(a) Certification of Chief Executive Filed herewith
Officer of the Company in accordance with Section
302 of the Sarbanes-Oxley Act of 2002
31(b) Rule 13a-14(a) Certification of Chief Financial Officer Filed herewith
of the Company in accordance with Section 302 of the
Sarbanes-Oxley Act of 2002
32(a) Section 1350 Certification of Chief Executive Officer Furnished herewith
of the Company in accordance with Section 906 of the
Sarbanes-Oxley Act of 2002*
32(b) Section 1350 Certification of Chief Financial Officer Furnished herewith
of the Company in accordance with Section 906 of the
Sarbanes-Oxley Act of 2002*
101 The following materials from the Company’s Annual Filed herewith
Report on Form 10-K for the year ended September
29, 2018 formatted in Extensible Business Reporting
Language (XBRL): (i) the Consolidated Statements of
Income, (ii) the Consolidated Statements of
Comprehensive Income, (iii) the Consolidated Balance
Sheets, (iv) the Consolidated Statements of Cash
Flows, (v) the Consolidated Statements of Equity and
(vi) related notes

* A signed original of this written statement required by Section 906 has been provided to the Company and will be
retained by the Company and furnished to the SEC or its staff upon request.

57
 SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.

THE WALT DISNEY COMPANY

(Registrant)
Date: November 21, 2018 By: /s/ ROBERT A. IGER
(Robert A. Iger,
Chairman and Chief Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

Principal Executive Officer
/s/ ROBERT A. IGER Chairman and Chief Executive Officer November 21, 2018
(Robert A. Iger)

Principal Financial and Accounting Officers

/s/ CHRISTINE M. MCCARTHY Senior Executive Vice President November 21, 2018
and Chief Financial Officer
(Christine M. McCarthy)

/s/ BRENT A. WOODFORD Executive Vice President-Controllership, November 21, 2018

Financial Planning and Tax
(Brent A. Woodford)

Directors
/s/ SUSAN E. ARNOLD Director November 21, 2018
(Susan E. Arnold)

/s/ MARY T. BARRA Director November 21, 2018

(Mary T. Barra)

/s/ SAFRA A. CATZ Director November 21, 2018

(Safra A. Catz)

/s/ JOHN S. CHEN Director November 21, 2018

(John S. Chen)

/s/ FRANCIS A. DESOUZA Director November 21, 2018

(Francis A. deSouza)
/s/ MICHAEL FROMAN Director November 21, 2018
(Michael Froman)

/s/ ROBERT A. IGER Chairman of the Board and Director November 21, 2018
(Robert A. Iger)

/s/ MARIA ELENA LAGOMASINO Director November 21, 2018

(Maria Elena Lagomasino)

/s/ FRED H. LANGHAMMER Director November 21, 2018

(Fred H. Langhammer)

/s/ AYLWIN B. LEWIS Director November 21, 2018

(Aylwin B. Lewis)

/s/ MARK G. PARKER Director November 21, 2018

(Mark G. Parker)

58
 THE WALT DISNEY COMPANY AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

Page
Management’s Report on Internal Control Over Financial Reporting 60
Report of Independent Registered Public Accounting Firm 61
Consolidated Financial Statements of The Walt Disney Company and Subsidiaries
Consolidated Statements of Income for the Years Ended September 29, 2018, September 30, 2017 and
October 1, 2016 62
Consolidated Statements of Comprehensive Income for the Years Ended September 29, 2018, September
30, 2017 and October 1, 2016 63
Consolidated Balance Sheets as of September 29, 2018 and September 30, 2017 64
Consolidated Statements of Cash Flows for the Years Ended September 29, 2018, September 30, 2017 and
October 1, 2016 65
Consolidated Statements of Shareholders’ Equity for the Years Ended September 29, 2018, September 30,
2017 and October 1, 2016 66
Notes to Consolidated Financial Statements 67
Quarterly Financial Summary (unaudited) 109

All schedules are omitted for the reason that they are not applicable or the required information is included in the
financial statements or notes.

59
 MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting includes those
policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors
of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements prepared for external purposes in accordance with generally accepted
accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

Under the supervision and with the participation of management, including our principal executive officer and principal
financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the
framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission in 2013. Based on our evaluation under the framework in Internal Control - Integrated Framework, management
concluded that our internal control over financial reporting was effective as of September 29, 2018.

The effectiveness of our internal control over financial reporting as of September 29, 2018 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included
herein.

60
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of The Walt Disney Company

Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of The Walt Disney Company and its subsidiaries (the
Company) as of September 29, 2018 and September 30, 2017, and the related consolidated statements of income,
comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended September 29, 2018,
including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the
Company’s internal control over financial reporting as of September 29, 2018, based on criteria established in Internal Control
-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of September 29, 2018 and September 30, 2017, and the results of its operations and its cash flows
for each of the three years in the period ended September 29, 2018 in conformity with accounting principles generally accepted
in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as of September 29, 2018, based on criteria established in Internal Control - Integrated
Framework (2013) issued by the COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included
in Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on the
Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws
and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in
all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of
internal control over financial reporting included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in
the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Los Angeles, California
November 21, 2018
We have served as the Company’s auditor since 1938.
61
 CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share data)

2018 2017 2016

Revenues:

Services $ 50,869 $ 46,843 $ 47,130

Products 8,565 8,294 8,502

Total revenues 59,434 55,137 55,632

Costs and expenses:

Cost of services (exclusive of depreciation and amortization) (27,528) (25,320) (24,653)

Cost of products (exclusive of depreciation and amortization) (5,198) (4,986) (5,340)

Selling, general, administrative and other (8,860) (8,176) (8,754)

Depreciation and amortization (3,011) (2,782) (2,527)

Total costs and expenses (44,597) (41,264) (41,274)

Restructuring and impairment charges (33) (98) (156)

Other income, net 601 78 —

Interest expense, net (574) (385) (260)

Equity in the income (loss) of investees, net (102) 320 926

Income before income taxes 14,729 13,788 14,868

Income taxes (1,663) (4,422) (5,078)

Net income 13,066 9,366 9,790

Less: Net income attributable to noncontrolling interests (468) (386) (399)

Net income attributable to The Walt Disney Company (Disney) $ 12,598 $ 8,980 $ 9,391

Earnings per share attributable to Disney:

Diluted $ 8.36 $ 5.69 $ 5.73

Basic $ 8.40 $ 5.73 $ 5.76

Weighted average number of common and common equivalent

shares outstanding:

Diluted 1,507 1,578 1,639

Basic 1,499 1,568 1,629

Dividends declared per share $ 1.68 $ 1.56 $ 1.42

See Notes to Consolidated Financial Statements

62
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)

2018 2017 2016

Net Income $ 13,066 $ 9,366 $ 9,790

Other comprehensive income/(loss), net of tax:

Market value adjustments for investments 7 (18) 13

Market value adjustments for hedges 207 (37) (359)

Pension and postretirement medical plan adjustments 434 584 (1,154)

Foreign currency translation and other (289) (103) (156)

Other comprehensive income/(loss) 359 426 (1,656)

Comprehensive income 13,425 9,792 8,134

Net income attributable to noncontrolling interests, (468) (386) (399)
including redeemable noncontrolling interests
Other comprehensive loss attributable to noncontrolling interests 72 25 98

Comprehensive income attributable to Disney $ 13,029 $ 9,431 $ 7,833

See Notes to Consolidated Financial Statements

63
 CONSOLIDATED BALANCE SHEETS
(in millions, except per share data)
September 29, September 30,
2018 2017
ASSETS
Current assets
Cash and cash equivalents $ 4,150 $ 4,017
Receivables 9,334 8,633
Inventories 1,392 1,373
Television costs and advances 1,314 1,278
Other current assets 635 588
Total current assets 16,825 15,889
Film and television costs 7,888 7,481
Investments 2,899 3,202
Parks, resorts and other property
Attractions, buildings and equipment 55,238 54,043
Accumulated depreciation (30,764) (29,037)
24,474 25,006
Projects in progress 3,942 2,145
Land 1,124 1,255
29,540 28,406
Intangible assets, net 6,812 6,995
Goodwill 31,269 31,426
Other assets 3,365 2,390
Total assets $ 98,598 $ 95,789
LIABILITIES AND EQUITY
Current liabilities
Accounts payable and other accrued liabilities $ 9,479 $ 8,855
Current portion of borrowings 3,790 6,172
Deferred revenue and other 4,591 4,568
Total current liabilities 17,860 19,595
Borrowings 17,084 19,119
Deferred income taxes 3,109 4,480
Other long-term liabilities 6,590 6,443
Commitments and contingencies (Note 14)
Redeemable noncontrolling interests 1,123 1,148
Equity
Preferred stock — —
Common stock, $.01 par value, Authorized – 4.6 billion shares,
Issued – 2.9 billion shares 36,779 36,248
Retained earnings 82,679 72,606
Accumulated other comprehensive loss (3,097) (3,528)
116,361 105,326
Treasury stock, at cost, 1.4 billion shares (67,588) (64,011)
Total Disney Shareholders’ equity 48,773 41,315
Noncontrolling interests 4,059 3,689
Total equity 52,832 45,004
Total liabilities and equity $ 98,598 $ 95,789

See Notes to Consolidated Financial Statements

64
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)

2018 2017 2016

OPERATING ACTIVITIES
Net income $ 13,066 $ 9,366 $ 9,790
Depreciation and amortization 3,011 2,782 2,527
Gains on acquisitions and dispositions (560) (289) (26)
Deferred income taxes (1,573) 334 1,214
Equity in the (income) loss of investees 102 (320) (926)
Cash distributions received from equity investees 775 788 799
Net change in film and television costs and advances (523) (1,075) (101)
Equity-based compensation 393 364 393
Other 441 503 674
Changes in operating assets and liabilities:
Receivables (720) 107 (393)
Inventories (17) (5) 186
Other assets (927) (52) (443)
Accounts payable and other accrued liabilities 235 (368) 40
Income taxes 592 208 (598)
Cash provided by operations 14,295 12,343 13,136

INVESTING ACTIVITIES
Investments in parks, resorts and other property (4,465) (3,623) (4,773)
Acquisitions (1,581) (417) (850)
Other 710 (71) (135)
Cash used in investing activities (5,336) (4,111) (5,758)

FINANCING ACTIVITIES
Commercial paper borrowings/(payments), net (1,768) 1,247 (920)
Borrowings 1,056 4,820 6,065
Reduction of borrowings (1,871) (2,364) (2,205)
Dividends (2,515) (2,445) (2,313)
Repurchases of common stock (3,577) (9,368) (7,499)
Proceeds from exercise of stock options 210 276 259
Contributions from noncontrolling interest holders 399 17 —
Other (777) (1,142) (607)
Cash used in financing activities (8,843) (8,959) (7,220)

Impact of exchange rates on cash, cash equivalents and restricted

cash (25) 31 (123)

Change in cash, cash equivalents and restricted cash 91 (696) 35

Cash, cash equivalents and restricted cash, beginning of year 4,064 4,760 4,725
Cash, cash equivalents and restricted cash, end of year $ 4,155 $ 4,064 $ 4,760

Supplemental disclosure of cash flow information:

Interest paid $ 631 $ 466 $ 395
Income taxes paid $ 2,503 $ 3,801 $ 4,133

See Notes to Consolidated Financial Statements

65
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in millions)

Equity Attributable to Disney

Accumulated
Other
Comprehensive Total Non-
Common Retained Income Treasury Disney controlling
Shares Stock Earnings (Loss) Stock Equity Interests (1) Total Equity

Balance at October 3, 2015 1,661 $ 35,122 $ 59,028 $ (2,421) $ (47,204) $ 44,525 $ 4,130 $ 48,655

Comprehensive income — — 9,391 (1,558) — 7,833 301 8,134

Equity compensation activity 10 726 — — — 726 — 726

Common stock repurchases (74) — — — (7,499) (7,499) — (7,499)

Dividends — 15 (2,328) — — (2,313) — (2,313)

Distributions and other — (4) (3) — — (7) (373) (380)

Balance at October 1, 2016 1,597 $ 35,859 $ 66,088 $ (3,979) $ (54,703) $ 43,265 $ 4,058 $ 47,323

Comprehensive income — — 8,980 451 — 9,431 361 9,792

Equity compensation activity 8 529 — — — 529 — 529

Common stock repurchases (89) — — — (9,368) (9,368) — (9,368)

Dividends — 13 (2,458) — — (2,445) — (2,445)

Contributions — — — — — — 17 17

Distributions and other 1 (153) (4) — 60 (97) (747) (844)

Balance at September 30, 2017 1,517 $ 36,248 $ 72,606 $ (3,528) $ (64,011) $ 41,315 $ 3,689 $ 45,004

Comprehensive income — — 12,598 431 — 13,029 425 13,454

Equity compensation activity 6 518 — — — 518 — 518

Common stock repurchases (35) — — — (3,577) (3,577) — (3,577)

Dividends — 14 (2,529) — — (2,515) — (2,515)

Contributions — — — — — — 488 488

Distributions and other — (1) 4 — — 3 (543) (540)

Balance at September 29, 2018 1,488 $ 36,779 $ 82,679 $ (3,097) $ (67,588) $ 48,773 $ 4,059 $ 52,832

(1)
Excludes redeemable noncontrolling interest

See Notes to Consolidated Financial Statements

66
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollars in millions, except per share amounts)

1 Description of the Business and Segment Information

The Walt Disney Company, together with the subsidiaries through which businesses are conducted (the Company), is a
diversified worldwide entertainment company with operations in the following business segments: Media Networks, Parks and
Resorts, Studio Entertainment, and Consumer Products & Interactive Media. During fiscal 2018, the Company announced a
strategic reorganization of its businesses into the following operating segments: the newly-formed Direct-to-Consumer and
International segment; the combined Parks, Experiences and Consumer Products segment; Media Networks; and Studio
Entertainment. The Company is in the process of modifying internal reporting processes and systems to accommodate the new
structure and will report under the new segment structure in fiscal 2019. The chief operating decision maker, who is our Chief
Executive Officer, received information and assessed performance during 2018 based on the historic operating segments.

DESCRIPTION OF THE BUSINESS

Media Networks
The Company operates cable programming businesses branded ESPN, Disney and Freeform, broadcast businesses, which
include the ABC TV Network and eight owned television stations, and radio businesses. The ABC TV network has affiliated
stations providing coverage to consumers throughout the U.S. The Company also produces original live-action and animated
television programming, which may be sold in network, first-run syndication and other television markets worldwide, to
subscription video-on-demand services and in home entertainment formats (such as DVD, Blu-ray and electric home video
license). In April 2018, the Company launched ESPN+, a direct-to-consumer streaming service providing multi-sports content.
The Company has interests in media businesses that are accounted for under the equity method including A+E Television
Networks LLC (A+E), CTV Specialty Television, Inc. (CTV), Hulu LLC (Hulu), Seven TV and Vice Group Holding, Inc.
(Vice). Our Media Networks businesses also operate branded internet sites and apps.

Parks and Resorts

The Company owns and operates the Walt Disney World Resort in Florida and the Disneyland Resort in California. The
Walt Disney World Resort includes four theme parks (the Magic Kingdom, Epcot, Disney’s Hollywood Studios and Disney’s
Animal Kingdom); 18 resort hotels; vacation club properties; a retail, dining and entertainment complex (Disney Springs); a
sports complex; conference centers; campgrounds; water parks; and other recreational facilities. The Disneyland Resort
includes two theme parks (Disneyland and Disney California Adventure), three resort hotels and a retail, dining and
entertainment complex (Downtown Disney). Internationally, the Company owns and operates Disneyland Paris, which includes
two theme parks (Disneyland Park and Walt Disney Studios Park); seven themed resort hotels; two convention centers; a
shopping, dining and entertainment complex (Disney Village); a 27-hole golf facility; and a 50% interest in Villages Nature, a
European eco-tourism resort. The Company manages and has a 47% ownership interest in Hong Kong Disneyland Resort,
which includes one theme park and three themed resort hotels. The Company has a 43% ownership interest in Shanghai Disney
Resort, which includes one theme park; two themed resort hotels; a retail, dining and entertainment complex (Disneytown); and
an outdoor recreational area. The Company also has a 70% ownership interest in the management company of Shanghai Disney
Resort. The Company earns royalties on revenues generated by the Tokyo Disney Resort, which includes two theme parks
(Tokyo Disneyland and Tokyo DisneySea) and four Disney-branded hotels and is owned and operated by an unrelated Japanese
corporation. The Company manages and markets vacation club ownership interests through the Disney Vacation Club; operates
the Disney Cruise Line; the Adventures by Disney guided group vacations business; and Aulani, a hotel and vacation club
resort in Hawaii. The Company’s Walt Disney Imagineering unit designs and develops theme park concepts and attractions as
well as resort properties.

Studio Entertainment
The Company produces and acquires live-action and animated motion pictures for worldwide distribution in the
theatrical, home entertainment and television markets and to subscription video on demand services. The Company distributes
these products through its own distribution and marketing companies in the U.S. and both directly and through independent
companies and joint ventures in foreign markets primarily under the Walt Disney Pictures, Pixar, Marvel, Lucasfilm and
Touchstone banners. The Company also produces stage plays and musical recordings, licenses and produces live entertainment
events and provides visual and audio effects and other post-production services.

Consumer Products & Interactive Media

The Company licenses its trade names, characters and visual and literary properties to various manufacturers, game
developers, publishers and retailers throughout the world. We also develop and publish mobile games. The Company’s
operations include retail, wholesale and online distribution of products. We operate The Disney Store in North America,

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Western Europe, Japan and China. The Company publishes entertainment and educational books and magazines and comic
books for children and families and operates English language learning centers in China. In addition, the segment’s operations
include website management and design, primarily for other Company businesses. We develop and distribute online video
content and provide online marketing services through Disney Digital Network.

SEGMENT INFORMATION

The operating segments reported below are the segments of the Company for which separate financial information is
available and for which segment results are evaluated regularly by the Chief Executive Officer in deciding how to allocate
resources and in assessing performance.

Segment operating results reflect earnings before corporate and unallocated shared expenses, restructuring and
impairment charges, other expense, interest expense, income taxes and noncontrolling interests. Segment operating income
includes equity in the income of investees. Corporate and unallocated shared expenses principally consist of corporate
functions, executive management and certain unallocated administrative support functions.

Equity in the income of investees included in segment operating income is as follows:

2018 2017 2016

Media Networks $ 131 $ 344 $ 597
Parks and Resorts (23) (25) (3)
Consumer Products & Interactive Media — 1 —
Equity in the income of investees included in segment operating
income 108 320 594
Impairment of equity investments:
Vice (157) — —
Villages Nature (53) — —
Vice Gain — — 332
Equity in the income (loss) of investees, net $ (102) $ 320 $ 926

During fiscal 2018, the Company recorded impairments of Vice and Villages Nature equity method investments. During
fiscal 2016, the Company recognized its share of a net gain recorded by A+E, a joint venture owned 50% by the Company, in
connection with A+E’s acquisition of an interest in Vice (Vice Gain). These items were recorded in “Equity in the income (loss)
of investees, net” in the Consolidated Statement of Income but were not included in segment operating income.

The following segment results include allocations of certain costs, including information technology, pension, legal and
other shared services costs, which are allocated based on metrics designed to correlate with consumption. These allocations are
agreed-upon amounts between the businesses and may differ from amounts that would be negotiated in arm’s length
transactions. In addition, all significant intersegment transactions have been eliminated except that Studio Entertainment
revenues and operating income include an allocation of Consumer Products & Interactive Media revenues, which is meant to
reflect royalties on revenue generated by Consumer Products & Interactive Media on merchandise based on intellectual
property from Studio Entertainment films.

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 2018 2017 2016
Revenues
Media Networks $ 24,500 $ 23,510 $ 23,689
Parks and Resorts 20,296 18,415 16,974
Studio Entertainment
Third parties 9,431 7,887 8,701
Intersegment 556 492 740
9,987 8,379 9,441
Consumer Products & Interactive Media
Third parties 5,207 5,325 6,268
Intersegment (556) (492) (740)
4,651 4,833 5,528

Total consolidated revenues $ 59,434 $ 55,137 $ 55,632

Segment operating income
Media Networks $ 6,625 $ 6,902 $ 7,755
Parks and Resorts 4,469 3,774 3,298
Studio Entertainment 2,980 2,355 2,703
Consumer Products & Interactive Media 1,632 1,744 1,965
Total segment operating income $ 15,706 $ 14,775 $ 15,721
Reconciliation of segment operating income to income before
income taxes
Segment operating income $ 15,706 $ 14,775 $ 15,721
Corporate and unallocated shared expenses (761) (582) (640)
Restructuring and impairment charges (33) (98) (156)
Other income, net 601 78 —
Interest expense, net (574) (385) (260)
Vice Gain — — 332
Infinity Charge(1) — — (129)
Impairment of equity investments (210) — —
Income before income taxes $ 14,729 $ 13,788 $ 14,868

Capital expenditures
Media Networks
Cable Networks $ 202 $ 75 $ 86
Broadcasting 87 64 80
Parks and Resorts
Domestic 3,212 2,375 2,180
International 671 816 2,035
Studio Entertainment 96 85 86
Consumer Products & Interactive Media 18 30 53
Corporate 179 178 253
Total capital expenditures $ 4,465 $ 3,623 $ 4,773

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 2018 2017 2016
Depreciation expense
Media Networks $ 264 $ 225 $ 237
Parks and Resorts
Domestic 1,410 1,336 1,273
International 742 660 445
Studio Entertainment 55 50 51
Consumer Products & Interactive Media 69 63 63
Corporate 218 252 251
Total depreciation expense $ 2,758 $ 2,586 $ 2,320
Amortization of intangible assets
Media Networks $ 62 $ 12 $ 18
Parks and Resorts 4 3 3
Studio Entertainment 64 65 74
Consumer Products & Interactive Media 123 116 112
Total amortization of intangible assets $ 253 $ 196 $ 207
Identifiable assets(2)
Media Networks $ 35,899 $ 32,475
Parks and Resorts 30,670 29,492
Studio Entertainment 17,154 16,307
Consumer Products & Interactive Media 8,793 8,996
(3)
Corporate 6,082 4,919
Unallocated Goodwill(4) — 3,600
Total consolidated assets $ 98,598 $ 95,789
Supplemental revenue data
Affiliate fees $ 13,279 $ 12,659 $ 12,259
Advertising 7,904 8,237 8,649
Retail merchandise, food and beverage 6,923 6,433 6,116
Theme park admissions 7,183 6,502 5,900

Revenues
United States and Canada $ 45,038 $ 41,881 $ 42,616
Europe 7,026 6,541 6,714
Asia Pacific 5,531 5,075 4,582
Latin America and Other 1,839 1,640 1,720
$ 59,434 $ 55,137 $ 55,632
Segment operating income
United States and Canada $ 11,413 $ 10,962 $ 12,139
Europe 1,922 1,812 1,815
Asia Pacific 1,869 1,626 1,324
Latin America and Other 502 375 443
$ 15,706 $ 14,775 $ 15,721

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 2018 2017
(5)
Long-lived assets
United States and Canada $ 65,245 $ 61,215
Europe 6,275 8,208
Asia Pacific 7,775 8,196
Latin America and Other 131 155
$ 79,426 $ 77,774
(1)
In fiscal 2016, the Company discontinued its Infinity console game business, which is reported in the Consumer
Products & Interactive Media segment, and recorded a charge (Infinity Charge) primarily to write down inventory. The
charge also included severance and other asset impairments. The charge was reported in “Cost of products” in the
Consolidated Statement of Income.
(2)
Identifiable assets include amounts associated with equity method investments, goodwill and intangible assets. Equity
method investments by segment are as follows:
2018 2017
Media Networks $ 2,750 $ 2,998
Parks and Resorts 1 70
Studio Entertainment 1 1
Consumer Products & Interactive Media — —
Corporate 16 18
$ 2,768 $ 3,087

Goodwill and intangible assets by segment are as follows:

2018 2017
Media Networks $ 21,417 $ 18,346
Parks and Resorts 388 391
Studio Entertainment 8,644 8,360
Consumer Products & Interactive Media 7,502 7,594
Corporate 130 130
Unallocated Goodwill — 3,600
$ 38,081 $ 38,421
(3)
Primarily fixed assets and cash and cash equivalents.
(4)
Unallocated Goodwill relates to the BAMTech acquisition (see Note 3 for further discussion of the transaction).
(5)
Long-lived assets are total assets less the following: current assets, long-term receivables, deferred taxes, financial
investments and derivatives.

2 Summary of Significant Accounting Policies

Principles of Consolidation
The consolidated financial statements of the Company include the accounts of The Walt Disney Company and its
majority-owned or controlled subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.

The Company enters into relationships or investments with other entities that may be variable interest entities (VIE). A
VIE is consolidated in the financial statements if the Company has the power to direct activities that most significantly impact
the economic performance of the VIE and has the obligation to absorb losses or the right to receive benefits from the VIE that
could potentially be significant (as defined by ASC 810-10-25-38) to the VIE. Hong Kong Disneyland Resort and Shanghai
Disney Resort (collectively the Asia Theme Parks) are VIEs in which the Company has less than 50% equity ownership.
Company subsidiaries (the Management Companies) have management agreements with the Asia Theme Parks, which provide
the Management Companies, subject to certain protective rights of joint venture partners, with the ability to direct the day-to-
day operating activities and the development of business strategies that we believe most significantly impact the economic

71
performance of the Asia Theme Parks. In addition, the Management Companies receive management fees under these
arrangements that we believe could be significant to the Asia Theme Parks. Therefore, the Company has consolidated the Asia
Theme Parks in its financial statements.

Reporting Period
The Company’s fiscal year ends on the Saturday closest to September 30 and consists of fifty-two weeks with the
exception that approximately every six years, we have a fifty-three week year. When a fifty-three week year occurs, the
Company reports the additional week in the fourth quarter. Fiscal 2018, 2017 and 2016 were fifty-two week years.

Reclassifications
Certain reclassifications have been made in the fiscal 2017 and fiscal 2016 financial statements and notes to conform to
the fiscal 2018 presentation.

Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual
results may differ from those estimates.

Revenues and Costs from Services and Products

The Company generates revenue from the sale of both services and tangible products and revenues and operating costs
are classified under these two categories in the Consolidated Statements of Income. Certain costs related to both the sale of
services and tangible products are not specifically allocated between the service or tangible product revenue streams but are
instead attributed to the principal revenue stream. The cost of services and tangible products exclude depreciation and
amortization.

Significant service revenues include:

• Affiliate fees
• Advertising revenues
• Revenue from the licensing and distribution of film and television properties
• Admissions to our theme parks, charges for room nights at hotels and sales of cruise vacation packages
• Licensing of intellectual property for use on consumer merchandise, published materials and in multi-platform games

Significant operating costs related to the sale of services include:

• Amortization of programming and production costs and participations and residuals costs
• Distribution costs
• Operating labor
• Facilities and infrastructure costs

Significant tangible product revenues include:

• The sale of food, beverage and merchandise at our retail locations
• The sale of DVDs and Blu-ray discs
• The sale of books, comic books and magazines

Significant operating costs related to the sale of tangible products include:

• Costs of goods sold
• Amortization of programming and production costs and participations and residuals costs
• Distribution costs
• Operating labor
• Retail occupancy costs

Revenue Recognition
Television advertising revenues are recognized when commercials are aired. Affiliate fee revenue is recognized as
services are provided based on per subscriber rates set out in agreements with Multi-channel Video Programming Distributors
(MVPD) and the number of MVPD subscribers.

Revenues from theme park ticket sales are recognized when the tickets are used. Revenues from annual pass sales are
recognized ratably over the period for which the pass is available for use.
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 Revenues from the theatrical distribution of motion pictures are recognized when motion pictures are exhibited.
Revenues from home entertainment sales, net of anticipated returns and customer incentives, are recognized on the later of the
delivery date or the date that the product can be sold by retailers. Revenues from the licensing of feature films and television
programming are recorded when the content is available for telecast by the licensee and when certain other conditions are met.
Revenues from the sale of electronic formats of feature films and television programming are recognized when the product is
received by the consumer.

Merchandise licensing advances and guarantee royalty payments are recognized based on the contractual royalty rate
when the licensed product is sold by the licensee. Non-refundable advances and minimum guarantee royalty payments in
excess of royalties earned are generally recognized as revenue at the end of the contract period.

Revenues from our branded online and mobile operations are recognized as services are rendered. Advertising revenues
at our internet operations or associated with the distribution of our video content online are recognized when advertisements are
delivered online.

Taxes collected from customers and remitted to governmental authorities are presented in the Consolidated Statements of
Income on a net basis.

Allowance for Doubtful Accounts

The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivables. The
allowance for doubtful accounts is estimated based on our analysis of trends in overall receivables aging, specific identification
of certain receivables that are at risk of not being paid, past collection experience and current economic trends.

Advertising Expense
Advertising costs are expensed as incurred. Advertising expense for fiscal years 2018, 2017 and 2016 was $2.8 billion,
$2.6 billion and $2.9 billion, respectively.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and marketable securities with original maturities of three months or
less.

Cash and cash equivalents subject to contractual restrictions and not readily available are classified as restricted cash. The
Company’s restricted cash balances are primarily made up of cash posted as collateral for certain derivative instruments.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the Consolidated
Balance Sheet to the total of the amounts in the Consolidated Statement of Cash Flows.

September 29, September 30, October 1,

2018 2017 2016
Cash and cash equivalents $ 4,150 $ 4,017 $ 4,610
Restricted cash included in:
Other current assets 1 26 96
Other assets 4 21 54
Total cash, cash equivalents and restricted cash in
the statement of cash flows $ 4,155 $ 4,064 $ 4,760

Investments
Debt securities that the Company has the positive intent and ability to hold to maturity are classified as “held-to-
maturity” and reported at amortized cost. Debt securities not classified as held-to-maturity and marketable equity securities are
considered “available-for-sale” and recorded at fair value with unrealized gains and losses included in accumulated other
comprehensive income/(loss) (AOCI). All other equity securities are accounted for using either the cost method or the equity
method.

The Company regularly reviews its investments to determine whether a decline in fair value below the cost basis is other-
than-temporary. If the decline in fair value is determined to be other-than-temporary, the cost basis of the investment is written
down to fair value.

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Translation Policy
The U.S. dollar is the functional currency for the majority of our international operations. Significant businesses where
the local currency is the functional currency include the Asia Theme Parks, Disneyland Paris and international locations of The
Disney Stores.

For U.S. dollar functional currency locations, foreign currency assets and liabilities are remeasured into U.S. dollars at
end-of-period exchange rates, except for non-monetary balance sheet accounts, which are remeasured at historical exchange
rates. Revenue and expenses are remeasured at average exchange rates in effect during each period, except for those expenses
related to the non-monetary balance sheet amounts, which are remeasured at historical exchange rates. Gains or losses from
foreign currency remeasurement are included in income.

For local currency functional locations, assets and liabilities are translated at end-of-period rates while revenues and
expenses are translated at average rates in effect during the period. Equity is translated at historical rates and the resulting
cumulative translation adjustments are included as a component of AOCI.

Inventories
Inventory primarily includes vacation timeshare units, merchandise, food, materials and supplies. Carrying amounts of
vacation ownership units are recorded at the lower of cost or net realizable value. Carrying amounts of merchandise, food,
materials and supplies inventories are generally determined on a moving average cost basis and are recorded at the lower of
cost or net realizable value.

Film and Television Costs

Film and television costs include capitalizable production costs, production overhead, interest, development costs and
acquired programming costs and are stated at the lower of cost, less accumulated amortization, or fair value. Acquired
programming costs for the Company’s cable and broadcast television networks are stated at the lower of cost, less accumulated
amortization, or net realizable value. Acquired television broadcast program licenses and rights are recorded when the license
period begins and the program is available for use. Marketing, distribution and general and administrative costs are expensed as
incurred.

Film and television production, participation and residual costs are expensed over the applicable product life cycle based
upon the ratio of the current period’s revenues to estimated remaining total revenues (Ultimate Revenues) for each production.
For film productions, Ultimate Revenues include revenues from all sources that will be earned within ten years from the date of
the initial theatrical release. For television series, Ultimate Revenues include revenues that will be earned within ten years from
delivery of the first episode, or if still in production, five years from delivery of the most recent episode, if later. For acquired
film libraries, remaining revenues include amounts to be earned for up to twenty years from the date of acquisition. Costs of
film and television productions are subject to regular recoverability assessments, which compare the estimated fair values with
the unamortized costs. The Company bases these fair value measurements on the Company’s assumptions about how market
participants would price the assets at the balance sheet date, which may be different than the amounts ultimately realized in
future periods. The amount by which the unamortized costs of film and television productions exceed their estimated fair
values is written off. Film development costs for projects that have been abandoned are written off. Projects that have not been
set for production within three years are also written off unless management has committed to a plan to proceed with the
project and is actively working on and funding the project.

The costs of television broadcast rights for acquired series, movies and other programs are expensed based on the number
of times the program is expected to be aired or on a straight-line basis over the useful life, as appropriate. Rights costs for
multi-year sports programming arrangements are amortized during the applicable seasons based on the estimated relative value
of each year in the arrangement. The estimated value of each year is based on our projections of revenues over the contract
period, which include advertising revenue and an allocation of affiliate revenue. If the annual contractual payments related to
each season approximate each season’s estimated relative value, we expense the related contractual payments during the
applicable season. Individual programs are written off when there are no plans to air or sublicense the program.

The net realizable values of network television broadcast program licenses and rights are reviewed for recoverability
using a daypart methodology. A daypart is defined as an aggregation of programs broadcast during a particular time of day or
programs of a similar type. The Company’s dayparts are: primetime, daytime, late night, news and sports (includes broadcast
and cable networks). The net realizable values of other cable programming assets are reviewed on an aggregated basis for each
cable network.

Internal-Use Software Costs

The Company expenses costs incurred in the preliminary project stage of developing or acquiring internal use software,
such as research and feasibility studies as well as costs incurred in the post-implementation/operational stage, such as
maintenance and training. Capitalization of software development costs occurs only after the preliminary-project stage is
74
complete, management authorizes the project and it is probable that the project will be completed and the software will be used
for the function intended. As of September 29, 2018 and September 30, 2017, capitalized software costs, net of accumulated
depreciation, totaled $659 million and $710 million, respectively. The capitalized costs are amortized on a straight-line basis
over the estimated useful life of the software, ranging from 2-10 years.

Software Product Development Costs

Software product development costs incurred prior to reaching technological feasibility are expensed. We have
determined that technological feasibility of our video game software is generally not established until substantially all product
development is complete.

Parks, Resorts and Other Property

Parks, resorts and other property are carried at historical cost. Depreciation is computed on the straight-line method,
generally over estimated useful lives as follows:
Attractions, buildings and improvements 20 – 40 years
Furniture, fixtures and equipment 3 – 25 years
Land improvements 20 – 40 years
Leasehold improvements Life of lease or asset life if less

Goodwill, Other Intangible Assets and Long-Lived Assets

The Company is required to test goodwill and other indefinite-lived intangible assets for impairment on an annual basis
and if current events or circumstances require, on an interim basis. Goodwill is allocated to various reporting units, which are
an operating segment or one level below the operating segment. The Company compares the fair value of each reporting unit to
its carrying amount, and to the extent the carrying amount exceeds the fair value, an impairment of goodwill is recognized for
the excess up to the amount of goodwill allocated to the reporting unit.

To determine the fair value of our reporting units, we generally use a present value technique (discounted cash flows)
corroborated by market multiples when available and as appropriate. We apply what we believe to be the most appropriate
valuation methodology for each of our reporting units. We include in the projected cash flows an estimate of the revenue we
believe the reporting unit would receive if the intellectual property developed by the reporting unit that is being used by other
reporting units was licensed to an unrelated third party at its fair market value.

In times of adverse economic conditions in the global economy, the Company’s long-term cash flow projections are
subject to a greater degree of uncertainty than usual. If we had established different reporting units or utilized different
valuation methodologies or assumptions, the impairment test results could differ, and we could be required to record
impairment charges.

The Company is required to compare the fair values of other indefinite-lived intangible assets to their carrying amounts.
If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized for the
excess. Fair values of other indefinite-lived intangible assets are determined based on discounted cash flows or appraised
values, as appropriate. The Company has determined that there are currently no legal, competitive, economic or other factors
that materially limit the useful life of our FCC licenses and trademarks.

Amortizable intangible assets are generally amortized on a straight-line basis over periods up to 40 years. The costs to
periodically renew our intangible assets are expensed as incurred.

The Company tests long-lived assets, including amortizable intangible assets, for impairment whenever events or changes
in circumstances (triggering events) indicate that the carrying amount may not be recoverable. Once a triggering event has
occurred, the impairment test employed is based on whether the intent is to hold the asset for continued use or to hold the asset
for sale. The impairment test for assets held for use requires a comparison of cash flows expected to be generated over the
useful life of an asset group to the carrying value of the asset group. An asset group is established by identifying the lowest
level of cash flows generated by a group of assets that are largely independent of the cash flows of other assets and could
include assets used across multiple businesses or segments. If the carrying value of an asset group exceeds the estimated
undiscounted future cash flows, an impairment would be measured as the difference between the fair value of the group’s long-
lived assets and the carrying value of the group’s long-lived assets. The impairment is allocated to the long-lived assets of the
group on a pro rata basis using the relative carrying amounts, but only to the extent the carrying value of each asset is above its
fair value. For assets held for sale, to the extent the carrying value is greater than the asset’s fair value less costs to sell, an
impairment loss is recognized for the difference.

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 The Company tested its goodwill and other indefinite-lived intangible assets, long-lived assets and investments for
impairment and recorded non-cash impairment charges of $210 million, $22 million and $7 million in fiscal years 2018, 2017
and 2016, respectively. The fiscal 2018 impairment charges related to equity investments and were recorded in “Equity in the
income (loss) of investees, net” in the Consolidated Statements of Income. The fiscal 2017 and 2016 impairment charges were
recorded in “Restructuring and impairment charges” in the Consolidated Statements of Income.

The Company expects its aggregate annual amortization expense for existing amortizable intangible assets for fiscal years
2019 through 2023 to be as follows:
2019 $ 258
2020 233
2021 230
2022 228
2023 202

Risk Management Contracts

In the normal course of business, the Company employs a variety of financial instruments (derivatives) including interest
rate and cross-currency swap agreements and forward and option contracts to manage its exposure to fluctuations in interest
rates, foreign currency exchange rates and commodity prices.

The Company formally documents all relationships between hedges and hedged items as well as its risk management
objectives and strategies for undertaking various hedge transactions. The Company primarily enters into two types of
derivatives: hedges of fair value exposure and hedges of cash flow exposure. Hedges of fair value exposure are entered into in
order to hedge the fair value of a recognized asset, liability, or a firm commitment. Hedges of cash flow exposure are entered
into in order to hedge a forecasted transaction (e.g. forecasted revenue) or the variability of cash flows to be paid or received,
related to a recognized liability or asset (e.g. floating rate debt).

The Company designates and assigns the derivatives as hedges of forecasted transactions, specific assets or specific
liabilities. When hedged assets or liabilities are sold or extinguished or the forecasted transactions being hedged occur or are no
longer expected to occur, the Company recognizes the gain or loss on the designated derivatives.

The Company’s hedge positions are measured at fair value on the balance sheet. Realized gains and losses from hedges
are classified in the income statement consistent with the accounting treatment of the items being hedged. The Company
accrues the differential for interest rate swaps to be paid or received under the agreements as interest rates change as
adjustments to interest expense over the lives of the swaps. Gains and losses on the termination of effective swap agreements,
prior to their original maturity, are deferred and amortized to interest expense over the remaining term of the underlying hedged
transactions.

The Company enters into derivatives that are not designated as hedges and do not qualify for hedge accounting. These
derivatives are intended to offset certain economic exposures of the Company and are carried at fair value with changes in
value recorded in earnings. Cash flows from hedging activities are classified in the Consolidated Statements of Cash Flows
under the same category as the cash flows from the related assets, liabilities or forecasted transactions (see Notes 8 and 16).

Income Taxes
Deferred income tax assets and liabilities are recorded with respect to temporary differences in the accounting treatment
of items for financial reporting purposes and for income tax purposes. Where, based on the weight of available evidence, it is
more likely than not that some amount of recorded deferred tax assets will not be realized, a valuation allowance is established
for the amount that, in management’s judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely
than not to be realized.

A tax position must meet a minimum probability threshold before a financial statement benefit is recognized. The
minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable
taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the
position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of
being realized upon ultimate settlement.

Earnings Per Share

The Company presents both basic and diluted earnings per share (EPS) amounts. Basic EPS is calculated by dividing net
income attributable to Disney by the weighted average number of common shares outstanding during the year. Diluted EPS is
based upon the weighted average number of common and common equivalent shares outstanding during the year, which is
76
calculated using the treasury-stock method for equity-based awards (Awards). Common equivalent shares are excluded from
the computation in periods for which they have an anti-dilutive effect. Stock options for which the exercise price exceeds the
average market price over the period are anti-dilutive and, accordingly, are excluded from the calculation.

A reconciliation of the weighted average number of common and common equivalent shares outstanding and the number
of Awards excluded from the diluted earnings per share calculation, as they were anti-dilutive, are as follows:

2018 2017 2016

Weighted average number of common and common equivalent
shares outstanding (basic) 1,499 1,568 1,629
Weighted average dilutive impact of Awards 8 10 10
Weighted average number of common and common equivalent
shares outstanding (diluted) 1,507 1,578 1,639

Awards excluded from diluted earnings per share 12 10 6

3 Acquisitions
Twenty-First Century Fox
On December 14, 2017, the Company and Twenty-First Century Fox, Inc. (“21CF”) announced a definitive agreement
(the “Original Merger Agreement”) for the Company to acquire 21CF.
On June 20, 2018, the Company, TWDC Holdco 613 Corp (“New Disney”), a direct wholly owned subsidiary of the Company,
and 21CF entered into an Amended and Restated Agreement and Plan of Merger (“Amended Merger Agreement”) for New Disney
to acquire 21CF. The Amended Merger Agreement amends and restates in its entirety the Original Merger Agreement.
Prior to the acquisition, 21CF will transfer a portfolio of its news, sports and broadcast businesses, including the Fox
News Channel, Fox Business Network, Fox Broadcasting Company, Fox Sports, Fox Television Stations Group, FS1, FS2, Fox
Deportes, Big Ten Network and certain other assets and liabilities into a newly formed subsidiary (“New Fox”) (the “New Fox
Separation”) and distribute all of the issued and outstanding common stock of New Fox to shareholders of 21CF (other than
holders that are subsidiaries of 21CF) on a pro rata basis (the “New Fox Distribution”). Prior to the New Fox Distribution, New
Fox will pay 21CF a dividend in the amount of $8.5 billion. As the New Fox Separation and the New Fox Distribution will be
taxable to 21CF at the corporate level, the dividend is intended to fund the taxes resulting from the New Fox Separation and
New Fox Distribution and certain other transactions contemplated by the Amended Merger Agreement (the “Transaction Tax”).
On October 3, 2018, 21CF entered into an agreement to sell its existing 39% interest in Sky plc (“Sky”) to Comcast at a price
of £17.28 per each Sky share for a total sales price of approximately £11.6 billion ($15.1 billion). 21CF will retain all assets
and liabilities not transferred to New Fox, which will include the 21CF film and television studios, certain cable networks
(including FX and Nat Geo), 21CF’s international television businesses and the proceeds from the sale of its interest in Sky.
Following the New Fox Separation and the New Fox Distribution, WDC Merger Enterprises I, Inc., a wholly owned
subsidiary of New Disney will be merged with and into the Company, with the Company continuing as the surviving
corporation (the “Disney Merger”), and WDC Merger Enterprises II, Inc., a wholly owned subsidiary of New Disney, will be
merged with and into 21CF, with 21CF continuing as the surviving corporation (the “21CF Merger and together with the
Disney Merger, the “Mergers”). As a result of the Mergers, the Company and 21CF will become direct wholly owned
subsidiaries of New Disney, which will be renamed “The Walt Disney Company” concurrently with the Mergers. Each share of
Disney stock issued and outstanding immediately prior to the Disney Merger will be converted into one share of New Disney
stock of the same class.
The Boards of Directors of the Company and 21CF have approved the transaction. On July 27, 2018, the Amended
Merger Agreement was adopted by the requisite vote of 21CF’s shareholders and the stock issuance was approved by the
requisite vote of the Company’s shareholders. The consummation of the transaction is subject to various conditions, including,
among others, (i) the consummation of the New Fox Separation, (ii) the receipt of certain tax opinions with respect to the
treatment of the transaction under U.S. and Australian tax laws, and (iii) the receipt of certain regulatory approvals and
governmental consents. The closing of the Acquisition is expected to occur in the first half of calendar year 2019.
On June 27, 2018, the Company, 21CF and the Antitrust Division of the DOJ entered into a consent decree that allows the
acquisition to proceed, while requiring the Company to sell 21CF’s Regional Sports Networks (the “RSNs”) (the “RSN
Divestiture”). Under the consent decree, the Company will have at least 90 days from the date of closing of the acquisition to
complete the RSN Divestiture, with the possibility that the DOJ can grant extensions of time up to another 90 days; and the

77
DOJ must approve the purchaser(s) and terms and conditions of the RSN Divestiture. The decree is subject to the normal court
approval process.
On November 6, 2018, the European Commission approved the acquisition on the condition that the Company divest its
interests in certain cable channels in the European Economic Area that are controlled by A+E, including History, H2, Crime &
Investigation, Blaze and Lifetime channels (“the EEA Channels”). A+E is owned 50% by the Company, and the Company
plans to comply by divesting its interests in the entities that operate the EEA Channels while retaining its 50% ownership of
A+E apart from the A+E entities operating the EEA Channels.
On November 16, 2018, the State Administration for Market Regulation (“SAMR”) of the People’s Republic of China
unconditionally approved the acquisition.
Upon consummation of the transaction, each issued and outstanding share of 21CF common stock (other than (i) treasury
shares, (ii) shares held by 21CF subsidiaries and (iii) shares held by 21CF shareholders who have not voted in favor of the
21CF Merger and perfected and not withdrawn a demand for appraisal rights under Delaware law) will be exchanged for an
amount (the “Per Share Value”), payable at the election of the holder thereof in either cash or shares of New Disney common
stock. The Per Share Value is equal to fifty percent (50%) of the sum of (i) $38.00 plus (ii) the value of a number of shares of
the Company’s common stock equal to an “exchange ratio” (determined based on the volume weighted average price of Disney
common stock over the fifteen consecutive trading day period ending on (and including) the trading day that is three trading
days prior to the date of the effective time of the 21CF Merger (“Average Company Stock Price”)). If the Average Company
Stock Price is greater than $114.32, then the exchange ratio will be 0.3324. If the Average Company Stock Price is less than
$93.53, then the exchange ratio will be 0.4063. If the Average Company Stock Price is greater than or equal to $93.53 but less
than or equal to $114.32, then the exchange ratio will be an amount equal to $38.00 divided by the Average Company Stock
Price. The merger consideration is subject to automatic proration and adjustment to ensure that the aggregate cash consideration
(before giving effect to the adjustment for the Transaction Tax) is equal to $35.7 billion.
The merger consideration may be subject to an adjustment based on the final estimate of the Transaction Tax. The merger
consideration in the Amended Merger Agreement was set based on an estimate of $8.5 billion for the Transaction Tax and will
be adjusted immediately prior to consummation of the transaction if the final estimate of the Transaction Tax at closing is more
than $8.5 billion or less than $6.5 billion. Such adjustment could increase or decrease the merger consideration, depending on
whether the final estimate is lower or higher, respectively, than $6.5 billion or $8.5 billion. Additionally, if the final estimate of
the Transaction Tax is lower than $8.5 billion, the Company will make a cash payment to New Fox reflecting the difference
between such amount and $8.5 billion, up to a maximum cash payment of $2.0 billion.
As described in the Current Report on Form 8-K filed by the Company on October 5, 2018, based on the estimated
number of shares of 21CF common stock outstanding as of September 27, 2018 and assuming an Average Company Stock
Price of $111.6013 (which was the volume weighted average price of the Company’s stock over the 15-trading day period
ending on September 27, 2018), and assuming no adjustment for the Transaction Tax, New Disney would be required to issue
approximately 319 million shares of New Disney common stock to 21CF shareholders. New Disney will record the merger
consideration based upon the cash paid, which will be funded from New Disney borrowings, plus the value of New Disney
common stock issued to 21CF shareholders, which will be determined by the number of shares issued and the Company’s stock
price on the closing date. We anticipate that we will repay approximately half of the borrowings shortly after the transaction
closes using cash we expect to acquire from 21CF. New Disney will assume approximately $19 billion of 21CF debt that had
an estimated fair value of approximately $23 billion as of September 30, 2018.
Under the terms of the Amended Merger Agreement, Disney will pay 21CF $2.5 billion if the Mergers are not
consummated under certain circumstances relating to the failure to obtain approvals, or if there is a final, non-appealable order
preventing the transaction, in each case, relating to antitrust laws, communications laws or foreign regulatory laws. If the
Amended Merger Agreement is terminated under certain other circumstances relating to changes in board recommendations
and/or alternative transactions, the Company or 21CF may be required to pay the other party approximately $1.5 billion.
On October 5, 2018, the Company commenced an exchange offer for any and all outstanding notes (the “21CFA Notes”)
issued by 21st Century Fox America, Inc. (“21CFA”), for up to $18.1 billion aggregate principal amount of new notes (the
“New Disney Notes”) and cash. In conjunction with the offer to exchange (each an “Exchange Offer” and collectively, the
“Exchange Offers”) the 21CFA Notes, New Disney, on behalf of 21CFA, was concurrently soliciting consents (each, a
“Consent Solicitation” and, collectively, the “Consent Solicitations”) to adopt certain proposed amendments to each of the
indentures governing the 21CFA Notes to eliminate substantially all of the restrictive covenants in such indentures, release the
guarantee provided by 21CF pursuant to such indentures and limit the reporting covenants under such indentures so that 21CFA
is only required to comply with the reporting requirements under the Trust Indenture Act of 1939 (collectively, the “Proposed
Amendments”).
On October 22, 2018, the Company announced that the requisite number of consents had been received to adopt the
Proposed Amendments with respect to all 21CFA Notes. Supplemental indentures effecting the Proposed Amendments were
78
executed on October 22, 2018. Such supplemental indentures were valid and enforceable upon execution but will only become
operative upon the settlement of the Exchange Offers and Consent Solicitations. The settlement of the Exchange Offers and
Consent Solicitations is expected to occur on or about the closing date of the Acquisition. If the Acquisition is not
consummated, or if the Exchange Offers and Consent Solicitations are otherwise terminated or withdrawn prior to settlement,
the Proposed Amendments effected by the supplemental indentures will be deemed to be revoked retroactive to the date
thereof.

BAMTech
On September 25, 2017, the Company acquired an additional 42% interest in BAMTech, a streaming technology and
content delivery business, from an affiliate of Major League Baseball (MLB) for $1.6 billion (paid in January 2018). The
acquisition increased our interest from 33% to 75%, and as a result, we began consolidating BAMTech during the fourth
quarter of fiscal 2017. The acquisition supports the Company’s strategy to launch DTC video streaming services.
The acquisition date fair value of BAMTech (purchase price) of $3.9 billion represents the sum of (i) the $1.6 billion
payment for the 42% interest, (ii) the $1.2 billion estimated fair value of the Company’s original 33% interest, and (iii) the $1.1
billion estimated fair value of the 25% noncontrolling interest.
Upon consolidation, the Company recognized a non-cash gain of $255 million ($162 million after tax) as a result of
increasing the carrying value of the Company’s original 33% interest to $1.2 billion, the estimated fair value implied by the
acquisition price of our additional 42% interest. The gain was recorded in “Other income, net” in the fiscal 2017 Consolidated
Statement of Income.
We have allocated $3.5 billion of the purchase price to goodwill (approximately half of which is deductible for tax
purposes) with the remainder primarily allocated to identifiable intangible assets. Goodwill reflects the synergies expected from
rationalization of the Company’s current digital distribution services, enhanced personalization of content and advertising from
access to DTC user data, and the ability to leverage BAMTech’s platform expertise for the Company’s DTC services. Goodwill
also includes technical knowhow associated with BAMTech’s assembled workforce. BAMTech’s noncontrolling interest
holders, MLB and the National Hockey League (NHL), have the right to sell their interest to the Company in the future. MLB
can generally sell its interest to the Company starting five years from and ending ten years after the September 25, 2017
acquisition date at the greater of fair value or a guaranteed floor value ($563 million accreting at 8% annually for eight years).
The NHL can sell its interest to the Company in fiscal 2020 for $300 million or in fiscal 2021 for $350 million. Accordingly,
these interests are recorded as “Redeemable noncontrolling interests” in the Company’s Consolidated Balance Sheet. In
addition, ESPN’s noncontrolling interest holder has a 20% interest in BAMTech’s direct-to-consumer sports business.
The Company has the right to purchase MLB’s interest in BAMTech starting five years from and ending ten years after
the acquisition date at the greater of fair value or the guaranteed floor value. The Company has the right to acquire the NHL
interest in fiscal years 2020 or 2021 for $500 million.
The acquisition date fair value of the noncontrolling interests was estimated at $1.1 billion, which was calculated using an
option pricing model and generally reflected the net present value of the expected future redemption amount.
As a result of the MLB and NHL sale rights, the noncontrolling interests will generally not be allocated BAMTech losses.
The Company will record the noncontrolling interests at the greater of (i) their acquisition date fair value adjusted for their
share (if any) of earnings, losses, or dividends or (ii) an accreted value from the date of the acquisition to the earliest
redemption date. The accretion of the MLB interest to the earliest redemption value (i.e. in five years after the acquisition date)
will be recorded using an interest method. As of September 29, 2018, the redeemable noncontrolling interest subject to
accretion would have had a redemption amount of $608 million if it were redeemed at that time. Adjustments to the carrying
amount of redeemable noncontrolling interests increase or decrease income available to Company shareholders through an
adjustment to “Net income attributable to noncontrolling interests” on the Consolidated Statement of Income.
The revenue and costs of BAMTech included in the Company’s Consolidated Statement of Income for the year ended
September 29, 2018 were approximately $0.3 billion and $0.7 billion, respectively.

Vice
Vice is a media company targeting a millennial audience through news and pop culture content and creative brand
integration. During fiscal 2016, A+E acquired an 8% interest in Vice in exchange for a 49.9% interest in one of A+E’s cable
channels, H2, which has been rebranded as Viceland and programmed with Vice content. As a result of this exchange, A+E
recognized a net non-cash gain based on the estimated fair value of H2. The Company’s $332 million share of the Vice Gain
was recorded in “Equity in the income (loss) of investees, net” in the Consolidated Statement of Income in fiscal 2016. At
September 29, 2018, A+E had a 20% interest in Vice.

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 During fiscal 2016, the Company acquired a direct interest in Vice for $400 million of cash, and at September 29, 2018
owned an 11% interest. The Company accounts for its interest in Vice as an equity method investment.
During fiscal 2018, the Company recorded a $157 million impairment of its interest in Vice.

Hulu
At the end of fiscal 2015, the Company had a 33% interest in Hulu, a joint venture owned one-third each by the
Company, 21CF and Comcast Corporation. Warner Media LLC (WM) acquired a 10% interest from Hulu for $0.6 billion in
August 2016, which diluted the Company’s ownership interest to 30%. In addition, WM has made $0.2 billion in subsequent
capital contributions. For not more than 36 months from August 2016, WM has the right to sell its shares to Hulu and Hulu has
the right to purchase the shares from WM under certain limited circumstances arising from regulatory review. The Company
and 21CF have agreed to make a capital contribution for up to approximately $0.4 billion each if Hulu is required to repurchase
WM’s shares. The August 2016 transaction resulted in a deemed sale by the Company of a portion of its interest in Hulu at a
gain of approximately $175 million. The Company expects to recognize the gain if and when the put and call options expire.
Following completion of the 21CF acquisition the Company will consolidate Hulu’s financial results and assume 21CF’s
capital contribution obligations.
The Company accounts for its interest in Hulu as an equity method investment.

Goodwill
The changes in the carrying amount of goodwill for the years ended September 29, 2018 and September 30, 2017 are as
follows:

Consumer
Products &
Media Parks and Studio Interactive
Networks Resorts Entertainment Media Unallocated (1) Total
Balance at Oct. 1, 2016 $ 16,345 $ 291 $ 6,830 $ 4,344 $ — $ 27,810
Acquisitions — — — — 3,600 3,600
Dispositions — — — — — —
Other, net (20) — (13) 49 — 16
Balance at Sept. 30, 2017 $ 16,325 $ 291 $ 6,817 $ 4,393 $ 3,600 $ 31,426
Acquisitions — — — — — —
Dispositions — — — — — —
Other, net 3,063 — 347 33 (3,600) (157)
Balance at Sept. 29, 2018 $ 19,388 $ 291 $ 7,164 $ 4,426 $ — $ 31,269
(1)
Other, net primarily represents the allocation of BAMTech goodwill to segments based on the final purchase price
allocation and also includes the impact of updates to our initial estimated fair value of intangible assets related to
BAMTech.

4 Other Income, net

Other income, net is as follows:

2018 2017 2016

Gains on sales of real estate and property rights $ 560 $ — $ —
Settlement of litigation 38 (177) —
Gain related to the acquisition of BAMTech 3 255 —
Other income, net $ 601 $ 78 $ —

Gains from sales of real estate and property rights

In fiscal 2018, the Company recorded gains of $560 million in connection with the sale of real estate and property rights
in New York City.
Settlement of litigation
In fiscal 2018, the Company recorded $38 million in insurance recoveries in connection with the settlement of a litigation
matter for which the Company recorded a charge of $177 million, net of committed insurance recoveries in fiscal 2017.

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Gain related to the acquisition of BAMTech
In fiscal 2018, the Company recorded a $3 million adjustment to a fiscal 2017 non-cash net gain of $255 million recorded
in connection with the acquisition of a controlling interest in BAMTech (see Note 3).

5 Investments
Investments consist of the following:
September 29, September 30,
2018 2017
Investments, equity basis $ 2,768 $ 3,087
Investments, other 131 115
$ 2,899 $ 3,202

Investments, Equity Basis

The Company’s significant equity investments primarily consist of media and parks and resorts investments and include
A+E (50% ownership), CTV Specialty Television, Inc. (30% ownership), Hulu (30% ownership), Seven TV (20% ownership),
Vice (21% effective ownership including A+E ownership) and Villages Nature (50% ownership). A summary of combined
financial information for equity investments is as follows:
2018 2017 2016
Results of Operations:
Revenues $ 9,085 $ 8,122 $ 7,416
Net income (152) 857 1,855

September 29, September 30, October 1,

2018 2017 2016
Balance Sheet
Current assets $ 4,542 $ 4,623 $ 4,801
Non-current assets 9,998 10,047 8,906
$ 14,540 $ 14,670 $ 13,707

Current liabilities $ 3,197 $ 2,852 $ 2,018

Non-current liabilities 4,840 5,056 4,531
Redeemable preferred stock 1,362 1,123 583
Shareholders’ equity 5,141 5,639 6,575
$ 14,540 $ 14,670 $ 13,707

As of September 29, 2018, the book value of the Company’s equity method investments exceeded our share of the book
value of the investees’ underlying net assets by approximately $0.5 billion, which represents amortizable intangible assets and
goodwill arising from acquisitions.

The Company enters into transactions in the ordinary course of business with our equity investees, primarily related to the
licensing of television and film programming. Revenues from these transactions were $0.8 billion, $0.5 billion and $0.5 billion
in fiscal 2018, 2017 and 2016, respectively. The Company defers a portion of its profits from transactions with investees. The
profits are recognized as the investees expense the programming rights. The portion that is deferred reflects our ownership
interest in the investee.

Investments, Other
As of September 29, 2018 and September 30, 2017, the Company held $38 million and $36 million, respectively, of
securities classified as available-for-sale and $93 million and $79 million, respectively, of non-publicly traded cost-method
investments.

In fiscal 2018, 2017 and 2016, the Company had no significant realized gains, unrealized gains, losses or impairments on
available-for-sale securities and non-publicly traded cost-method investments.

Realized gains and losses on available-for-sale and non-publicly traded cost-method investments are reported in “Interest
expense, net” in the Consolidated Statements of Income.
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6 International Theme Parks
The Company has a 47% ownership interest in the operations of Hong Kong Disneyland Resort and a 43% ownership
interest in the operations of Shanghai Disney Resort (together, the Asia Theme Parks), which are both VIEs consolidated in the
Company’s financial statements. See Note 2 for the Company’s policy on consolidating VIEs. Disneyland Paris was also a
consolidated VIE until the Company acquired 100% ownership of Disneyland Paris in June 2017. Given our 100% ownership,
the Company will continue to consolidate Disneyland Paris’ financial results. The Asia Theme Parks and Disneyland Paris are
collectively referred to as the International Theme Parks.

The following table summarizes the carrying amounts of the International Theme Parks’ assets and liabilities included in
the Company’s consolidated balance sheets as of September 29, 2018 and September 30, 2017:

2018 2017
Cash and cash equivalents $ 834 $ 843
Other current assets 400 376
Total current assets 1,234 1,219
Parks, resorts and other property 8,973 9,403
Other assets 103 111
Total assets (1) $ 10,310 $ 10,733

Current liabilities $ 921 $ 1,163

Borrowings - long-term 1,106 1,145
Other long-term liabilities 382 371
Total liabilities (1) $ 2,409 $ 2,679
(1)
The total assets of the Asia Theme Parks were $8 billion at both September 29, 2018 and September 30, 2017
including parks, resorts and other property of $7 billion. The total liabilities of the Asia Theme Parks were $2 billion at
both September 29, 2018 and September 30, 2017.

The following table summarizes the International Theme Parks’ revenues and costs and expenses included in the
Company’s consolidated statement of income for fiscal 2018:
Revenues $ 3,834
Costs and expenses (3,649)
Equity in the loss of investees (76)
Asia Theme Parks’ royalty and management fees of $178 million for fiscal 2018 are eliminated in consolidation but are
considered in calculating earnings allocated to noncontrolling interests.

International Theme Parks’ cash flows included in the Company’s fiscal 2018 consolidated statement of cash flows were
$915 million generated from operating activities, $689 million used in investing activities and $72 million generated in
financing activities. Approximately two-thirds of cash flows generated from operating activities and used in investing activities
were for the Asia Theme Parks.

Disneyland Paris
During fiscal 2017, the Company acquired the outstanding 19% interest in Disneyland Paris for $250 million of cash and
1.36 million shares of the Company’s common shares, valued at $150 million.

Hong Kong Disneyland Resort

The Government of the Hong Kong Special Administrative Region (HKSAR) and the Company have a 53% and a 47%
equity interest in Hong Kong Disneyland Resort, respectively.

The Company and HKSAR have both provided loans to Hong Kong Disneyland Resort with outstanding balances of
$143 million each. The interest rate is three month HIBOR plus 2%, and the maturity date is September 2025 for the majority
of the borrowings. The Company’s loan is eliminated in consolidation.

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 The Company has provided Hong Kong Disneyland Resort with a revolving credit facility of HK $2.1 billion ($269
million), which bears interest at a rate of three month HIBOR plus 1.25% and matures in December 2023. There is no
outstanding balance under the line of credit at September 29, 2018.

Hong Kong Disneyland is undergoing a multi-year expansion estimated to cost HK $10.9 billion ($1.4 billion) that will
add a number of new guest offerings, including two new themed areas by 2023. The Company and HKSAR have agreed to
fund the expansion on an equal basis through equity contributions, which totaled $144 million in fiscal 2018.

HKSAR has the right to receive additional shares over time to the extent Hong Kong Disneyland Resort exceeds certain
return on asset performance targets. The amount of additional shares HKSAR can receive is capped on both an annual and
cumulative basis and could decrease the Company’s equity interest by up to an additional 7 percentage points over a period no
shorter than 14 years. Assuming HK $10.9 billion is contributed in the expansion, the impact to the Company’s equity interest
would be limited to 4 percentage points.

Shanghai Disney Resort

Shanghai Shendi (Group) Co., Ltd (Shendi) and the Company have 57% and 43% equity interests in Shanghai Disney
Resort, respectively. A management company, in which the Company has a 70% interest and Shendi a 30% interest, operates
Shanghai Disney Resort.

The Company has provided Shanghai Disney Resort with loans totaling $802 million, bearing interest at rates up to 8%
and maturing in 2036, with early repayment permitted. In addition, the Company has an outstanding balance of $191 million
due from Shanghai Disney Resort primarily related to royalties. The Company has also provided Shanghai Disney Resort with
a $157 million line of credit bearing interest at 8%. There is no outstanding balance under the line of credit at September 29,
2018. These balances are eliminated in consolidation.

Shendi has provided Shanghai Disney Resort with loans totaling 7.0 billion yuan (approximately $1.0 billion), bearing
interest at rates up to 8% and maturing in 2036, with early repayment permitted. Shendi has also provided Shanghai Disney
Resort with a 1.4 billion yuan (approximately $199 million) line of credit bearing interest at 8%. There is no outstanding
balance under the line of credit at September 29, 2018.

7 Film and Television Costs and Advances

Film and television costs and advances are as follows:
September 29, September 30,
2018 2017
Theatrical film costs
Released, less amortization $ 1,911 $ 1,658
Completed, not released 397 —
In-process 2,974 3,200
In development or pre-production 173 306
5,455 5,164
Television costs
Released, less amortization 1,301 1,152
Completed, not released 462 472
In-process 420 364
In development or pre-production 2 53
2,185 2,041

Television programming rights and advances 1,562 1,554

9,202 8,759
Less current portion 1,314 1,278
Non-current portion $ 7,888 $ 7,481

Based on the Company’s total gross revenue estimates as of September 29, 2018, approximately 78% of unamortized film
and television costs for released productions (excluding amounts allocated to acquired film and television libraries) are
83
expected to be amortized during the next three years. By the end of fiscal 2022, we will have reached on a cumulative basis
over 80% amortization of the September 29, 2018 balance of unamortized film and television costs. Approximately $1.0 billion
of accrued participation and residual liabilities will be paid in fiscal year 2019. The Company expects to amortize, based on
current estimates, approximately $1.7 billion in capitalized completed film and television production costs during fiscal 2019.

At September 29, 2018, acquired film and television libraries have remaining unamortized costs of $160 million, which
are generally being amortized straight-line over a weighted-average remaining period of approximately 13 years.

8 Borrowings
The Company’s borrowings at September 29, 2018 and September 30, 2017, including the impact of interest rate and
cross-currency swaps, are summarized below:
2018
Pay
Floating
Interest rate
Stated and Cross- Effective
Interest Currency Interest Swap
2018 2017 Rate (1) Swaps (2) Rate (3) Maturities

Commercial paper $ 1,005 $ 2,772 — $ — 2.24%

U.S. and European medium-term notes (4) 17,942 19,721 2.91% 6,600 3.27% 2019-2027
Foreign currency denominated debt 955 13 2.76% 955 2.92% 2025
Capital Cities/ABC debt 103 105 8.75% — 5.99%
BAMTech acquisition payable — 1,581 —% — —%
Other (5) (276) (46) —
19,729 24,146 2.79% 7,555 3.22%
Asia Theme Parks borrowings 1,145 1,145 1.33% — 5.17%
Total borrowings 20,874 25,291 2.71% 7,555 3.32%
Less current portion 3,790 6,172 1.85% 1,600 2.94%
Total long-term borrowings $ 17,084 $ 19,119 $ 5,955
(1)
The stated interest rate represents the weighted-average coupon rate for each category of borrowings. For floating rate
borrowings, interest rates are the rates in effect at September 29, 2018; these rates are not necessarily an indication of
future interest rates.
(2)
Amounts represent notional values of interest rate and cross-currency swaps outstanding as of September 29, 2018.
(3)
The effective interest rate includes the impact of existing and terminated interest rate and cross-currency swaps,
purchase accounting adjustments and debt issuance premiums, discounts and costs.
(4)
Includes net debt issuance premiums, discounts and costs totaling $121 million and $138 million at September 29,
2018 and September 30, 2017, respectively.
(5)
Includes market value adjustments for debt with qualifying hedges, which reduce borrowings by $304 million and $73
million at September 29, 2018 and September 30, 2017, respectively.

21CF Credit Facility

In June 2018, the Company received committed financing from a bank syndicate to fund the cash component of the
pending acquisition of 21CF. Under the terms of the commitment, the bank syndicate has committed to provide and arrange a
364-day unsecured bridge term loan facility in an aggregate principal amount of $35.7 billion at the completion of the 21CF
transaction. The interest rate on the facility can vary based on the Company’s debt rating. The interest rate would have been
LIBOR plus 0.875% if the Company had drawn on this facility at September 29, 2018.

Cruise Ship Credit Facilities

In October 2016 and December 2017, the Company entered into credit facilities to finance three new cruise ships, which
are expected to be delivered in 2021, 2022 and 2023. The financings may be used for up to 80% of the contract price of the
cruise ships. Under the agreements, $1.0 billion in financing is available beginning in April 2021, $1.1 billion is available
beginning in May 2022 and $1.1 billion is available beginning in April 2023. If utilized, the interest rates will be fixed at

84
3.48%, 3.72% and 3.74%, respectively, and the loan and interest will be payable semi-annually over a 12-year period from the
borrowing date. Early repayment is permitted subject to cancellation fees.

Commercial Paper
The Company has bank facilities with a syndicate of lenders to support commercial paper borrowings as follows:

Committed Capacity Unused

Capacity Used Capacity
Facility expiring March 2019 $ 6,000 $ — $ 6,000
Facility expiring March 2021 2,250 — 2,250
Facility expiring March 2023 4,000 — 4,000
Total $ 12,250 $ — $ 12,250

All of the above bank facilities allow for borrowings at LIBOR-based rates plus a spread depending on the credit default
swap spread applicable to the Company’s debt, subject to a cap and floor that vary with the Company’s debt rating assigned by
Moody’s Investors Service and Standard and Poor’s. The spread above LIBOR can range from 0.18% to 1.63%. The Company
also has the ability to issue up to $500 million of letters of credit under the facility expiring in March 2023, which if utilized,
reduces available borrowings under this facility. As of September 29, 2018, the Company has $220 million of outstanding
letters of credit, of which none were issued under this facility. The facilities specifically exclude certain entities, including the
Asia Theme Parks, from any representations, covenants, or events of default and contain only one financial covenant relating to
interest coverage, which the Company met on September 29, 2018 by a significant margin.

Commercial paper activity is as follows:

Commercial Commercial
paper with paper with
original original
maturities less maturities
than three greater than
months, net (1) three months Total
Balance at Oct. 1, 2016 $ 777 $ 744 $ 1,521
Additions 372 6,364 6,736
Payments — (5,489) (5,489)
Other Activity 2 2 4
Balance at Sept. 30, 2017 $ 1,151 $ 1,621 $ 2,772
Additions — 8,079 8,079
Payments (1,099) (8,748) (9,847)
Other Activity (2) 3 1
Balance at Sept. 29, 2018 $ 50 $ 955 $ 1,005
(1)
Borrowings and reductions of borrowings are reported net.

Shelf Registration Statement

The Company has a shelf registration statement in place, which allows the Company to issue various types of debt
instruments, such as fixed or floating rate notes, U.S. dollar or foreign currency denominated notes, redeemable notes, global
notes, and dual currency or other indexed notes. Issuances under the shelf registration require the filing of a prospectus
supplement identifying the amount and terms of the securities to be issued. Our ability to issue debt is subject to market
conditions and other factors impacting our borrowing capacity.

U.S. Medium-Term Note Program

At September 29, 2018, the total debt outstanding under the U.S. medium-term note program was $17.4 billion with
maturities ranging from 1 to 75 years. The debt outstanding includes $15.4 billion of fixed rate notes, which have stated interest
rates that range from 0.88% to 7.55% and $2.0 billion of floating rate notes that bear interest at U.S. LIBOR plus or minus a
spread. At September 29, 2018, the effective rate on the floating rate notes was 2.67%.

European Medium-Term Note Program

The Company has a European medium-term note program, which allows the Company to issue various types of debt
instruments such as fixed or floating rate notes, U.S. dollar or foreign currency denominated notes, redeemable notes and index
linked or dual currency notes. Capacity under the program is $4.0 billion, subject to market conditions and other factors
impacting our borrowing capacity. Capacity under the program replenishes as outstanding debt under the program is repaid. At
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September 29, 2018, the total debt outstanding under the program was $497 million. The debt has a stated interest rate of
2.13% and matures in September 2022.

Foreign Currency Denominated Debt

In October 2017, the Company issued Canadian $1.3 billion ($955 million) of fixed rate debt, which bears interest at
2.76% and matures in October 2024. The Company also entered into pay-floating interest rate and cross currency swaps that
effectively convert the borrowing to variable rate U.S. dollar denominated borrowing indexed to LIBOR. In addition, the
Company has short-term credit facilities of Indian rupee (INR) 10.8 billion ($149 million), which bear interest at rates
determined at the time of drawdown and expire in 2019. At September 29, 2018, the Company had not drawn on these credit
facilities.

Capital Cities/ABC Debt

In connection with the Capital Cities/ABC, Inc. acquisition in 1996, the Company assumed debt previously issued by
Capital Cities/ABC, Inc. At September 29, 2018, the outstanding balance was $103 million, which includes unamortized fair
value adjustments recorded in purchase accounting. The debt matures in 2021 and has a stated interest rate of 8.75%.

BAMTech Acquisition Payable

In September 2017, the Company acquired a 42% interest in BAMTech for $1.6 billion, which was paid in January 2018.

Asia Theme Parks Borrowings

HKSAR provided Hong Kong Disneyland Resort with loans totaling HK$1.1 billion ($143 million). The interest rate is
three month HIBOR plus 2%, and the maturity date is September 2025 for the majority of the borrowings.

Shendi has provided Shanghai Disney Resort with loans totaling 7.0 billion yuan (approximately $1.0 billion) bearing
interest at rates that increase to 8% and maturing in 2036, with early repayment permitted. Shendi has also provided Shanghai
Disney Resort with a 1.4 billion yuan (approximately $199 million) line of credit bearing interest at 8%. There is no
outstanding balance under the line of credit at September 29, 2018.

Total borrowings, excluding market value adjustments and debt issuance premiums, discounts and costs, have the
following scheduled maturities:

Before
Asia
Theme Parks Asia
Consolidation Theme Parks Total
2019 $ 3,763 $ 39 $ 3,802
2020 3,000 — 3,000
2021 2,106 — 2,106
2022 1,900 10 1,910
2023 1,000 36 1,036
Thereafter 8,385 1,060 9,445
$ 20,154 $ 1,145 $ 21,299

The Company capitalizes interest on assets constructed for its parks and resorts and on certain film and television
productions. In fiscal years 2018, 2017 and 2016, total interest capitalized was $125 million, $87 million and $139 million,
respectively. Interest expense, net of capitalized interest, for fiscal years 2018, 2017 and 2016 was $682 million, $507 million
and $354 million, respectively.

9 Income Taxes
U.S. Tax Cuts and Jobs Act
On December 22, 2017, new federal income tax legislation, the “Tax Cuts and Jobs Act” (Tax Act), was signed into law.
The most significant impacts on the Company are as follows:
• Effective January 1, 2018, the U.S. corporate federal statutory income tax rate was reduced from 35.0% to 21.0%.
Because of our fiscal year end, the Company’s fiscal 2018 statutory federal tax rate is 24.5%, which is applicable to
each quarter of the fiscal year, and will be 21.0% thereafter.
• The Company remeasured its U.S. federal deferred tax assets and liabilities at the rate that the Company expects to be
in effect when those deferred taxes will be realized (either 24.5% for 2018 or 21.0% thereafter). The Company

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 recognized a benefit of approximately $2.1 billion in fiscal 2018 from the deferred tax remeasurement (Deferred
Remeasurement).
• A one-time tax is due on certain accumulated foreign earnings (Deemed Repatriation Tax), which is payable over
eight years. The effective tax rate is generally 15.5% on the portion of the earnings held in cash and cash equivalents
and 8% on the remainder. The Company recognized a charge for the Deemed Repatriation Tax of approximately $0.4
billion in fiscal 2018. Generally there will no longer be a U.S. federal income tax cost arising from the repatriation of
foreign earnings.
• The Company will generally be eligible to claim an immediate deduction for investments in qualified fixed assets
acquired and film and television productions that commenced after September 27, 2017 and are placed in service
during fiscal 2018 through fiscal 2022. This provision phases out through fiscal 2027.
• The domestic production activity deduction was eliminated effective for the Company’s fiscal 2019.
• Certain foreign derived income will be taxed in the U.S. at an effective rate of approximately 13% (which increases
to approximately 16% in 2025) rather than the general statutory rate of 21%. This will be effective for the Company
in fiscal 2019.
• Certain foreign earnings will be taxed at a minimum effective rate of approximately 13%, which increases to
approximately 16% in 2025. This will be effective for the Company in fiscal 2019.
The amounts that the Company has recorded are provisional estimates of the impact the Tax Act will have on the
Company’s financial statements. The U.S. Treasury and other tax authorities continue to issue guidance impacting the
application of the Tax Act on the Company, and accordingly, our analysis of the impact of the Tax Act is not final.

Provision for Income Taxes and Deferred Tax Assets and Liabilities
2018 2017 2016
Income Before Income Taxes
Domestic (including U.S. exports) $ 12,914 $ 12,611 $ 14,018
Foreign subsidiaries 1,815 1,177 850
$ 14,729 $ 13,788 $ 14,868

Income Tax Expense/(Benefit)

Current
Federal $ 2,240 $ 3,229 $ 3,146
State 362 360 154
Foreign (1) 642 489 533
3,244 4,078 3,833
Deferred
Federal(2) (1,577) 370 1,172
State (20) 5 100
Foreign 16 (31) (27)
(1,581) 344 1,245
$ 1,663 $ 4,422 $ 5,078
(1)
Includes foreign withholding taxes
(2)
Includes the Tax Act Deferred Remeasurement

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 September 29, September 30,
2018 2017
Components of Deferred Tax Assets and Liabilities
Deferred tax assets
Net operating losses and tax credit carryforwards $ (1,437) $ (1,705)
Accrued liabilities (1,214) (2,422)
Other (328) (386)
Total deferred tax assets (2,979) (4,513)
Deferred tax liabilities
Depreciable, amortizable and other property 3,678 5,692
Investment in foreign entities 351 518
Licensing revenues 265 476
Investment in U.S. entities 189 292
Other 88 130
Total deferred tax liabilities 4,571 7,108
Net deferred tax liability before valuation allowance 1,592 2,595
Valuation allowance 1,383 1,716
Net deferred tax liability $ 2,975 $ 4,311

At September 29, 2018 and September 30, 2017, the valuation allowance primarily relates to $1.1 billion and $1.3 billion,
respectively, of deferred tax assets for International Theme Park net operating losses primarily in France and Hong Kong, and
to a lesser extent, China. The decrease in the valuation allowance is driven by changes in French tax law, which reduced future
income tax rates. The noncontrolling interest share of the net operating losses were $0.2 billion and $0.2 billion at
September 29, 2018 and September 30, 2017, respectively. The International Theme Park net operating losses have an
indefinite carryforward period in France and Hong Kong and a five-year carryforward period in China.

A reconciliation of the effective income tax rate to the federal rate is as follows:
2018 2017 2016
Federal income tax rate 24.5 % 35.0 % 35.0 %
State taxes, net of federal benefit 1.9 1.7 1.8
Domestic production activity deduction (1.4) (2.1) (1.6)
Earnings in jurisdictions taxed at rates different from the statutory
U.S. federal rate (1.1) (1.6) (1.1)
Tax Act(1) (11.5) — —
Other, including tax reserves and related interest (1.1) (0.9) 0.1
11.3 % 32.1 % 34.2 %
(1)
Reflects the impact from the Deferred Remeasurement, net of the Deemed Repatriation Tax
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits, excluding the related accrual for
interest, is as follows:
2018 2017 2016
Balance at the beginning of the year $ 832 $ 844 $ 912
Increases for current year tax positions 64 61 71
Increases for prior year tax positions 48 13 142
Decreases in prior year tax positions (135) (55) (158)
Settlements with taxing authorities (161) (31) (123)
Balance at the end of the year $ 648 $ 832 $ 844

The fiscal year-end 2018, 2017 and 2016 balances include $469 million, $444 million and $469 million, respectively, that
if recognized, would reduce our income tax expense and effective tax rate. These amounts are net of the offsetting benefits
from other tax jurisdictions.

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 As of the end of fiscal 2018, 2017 and 2016, the Company had $181 million, $234 million and $221 million, respectively,
in accrued interest and penalties related to unrecognized tax benefits. During fiscal years 2018, 2017 and 2016, the Company
accrued additional interest and penalties of $47 million, $43 million and $22 million, respectively, and recorded reductions in
accrued interest and penalties of $100 million, $30 million and $32 million, respectively, as a result of audit settlements and
other prior-year adjustments. The Company’s policy is to report interest and penalties as a component of income tax expense.

The Company is no longer subject to U.S. federal examination for years prior to 2016 and is no longer subject to
examination in any of its major state or foreign tax jurisdictions for years prior to 2008.

In the next twelve months, it is reasonably possible that our unrecognized tax benefits could change due to the resolution
of certain tax matters, which could include payments on those tax matters. These resolutions and payments could reduce our
unrecognized tax benefits by $21 million.

In fiscal years 2018, 2017 and 2016, income tax benefits attributable to equity-based compensation transactions exceeded
the amounts recorded based on grant date fair value. In fiscal years 2018 and 2017, respectively, $52 million and $125 million
of income tax benefits were credited to “Income taxes” in the Consolidated Statements of Income following the adoption of
new accounting guidance and in fiscal year 2016, $207 million was credited to shareholders’ equity.

10 Pension and Other Benefit Programs

The Company maintains pension and postretirement medical benefit plans covering certain of its employees not covered
by union or industry-wide plans. The Company’s defined benefit pension plans cover employees hired prior to January 1, 2012.
For employees hired after this date, the Company has a defined contribution plan. Benefits under these pension plans are
generally based on years of service and/or compensation and generally require 3 years of vesting service. Employees generally
hired after January 1, 1987 for certain of our media businesses and other employees generally hired after January 1, 1994 are
not eligible for postretirement medical benefits.

Defined Benefit Plans

The Company measures the actuarial value of its benefit obligations and plan assets for its defined benefit pension and
postretirement medical benefit plans at September 30 and adjusts for any plan contributions or significant events between
September 30 and our fiscal year end.

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 The following chart summarizes the benefit obligations, assets, funded status and balance sheet impacts associated with
the defined benefit pension and postretirement medical benefit plans:
Pension Plans Postretirement Medical Plans
September 29, September 30, September 29, September 30,
2018 2017 2018 2017
Projected benefit obligations
Beginning obligations $ (14,532) $ (14,480) $ (1,746) $ (1,759)
Service cost (350) (368) (10) (11)
Interest cost (489) (447) (60) (56)
Actuarial gain 416 343 166 42
Plan amendments and other (12) (22) (10) (9)
Benefits paid 467 442 51 47
Ending obligations $ (14,500) $ (14,532) $ (1,609) $ (1,746)
Fair value of plans’ assets
Beginning fair value $ 12,325 $ 10,401 $ 696 $ 614
Actual return on plan assets 579 1,056 34 61
Contributions 335 1,348 45 61
Benefits paid (467) (442) (51) (47)
Expenses and other (44) (38) 7 7
Ending fair value $ 12,728 $ 12,325 $ 731 $ 696

Underfunded status of the plans $ (1,772) $ (2,207) $ (878) $ (1,050)

Amounts recognized in the balance sheet
Non-current assets $ 113 $ 70 $ — $ —
Current liabilities (51) (46) — —
Non-current liabilities (1,834) (2,231) (878) (1,050)
$ (1,772) $ (2,207) $ (878) $ (1,050)

The components of net periodic benefit cost are as follows:

Pension Plans Postretirement Medical Plans

2018 2017 2016 2018 2017 2016
Service cost $ 350 $ 368 $ 318 $ 10 $ 11 $ 11
Interest cost 489 447 458 60 56 61
Expected return on plan assets (901) (874) (747) (53) (49) (45)
Amortization of prior year service costs 13 12 14 — — (1)
Recognized net actuarial loss 348 405 242 14 17 8
Net periodic benefit cost $ 299 $ 358 $ 285 $ 31 $ 35 $ 34

In fiscal 2019, we expect pension and postretirement medical costs to decrease by $87 million to $243 million due to a
decrease in the amount of deferred net actuarial losses that will be recognized in fiscal 2019 compared to fiscal 2018. Starting
in fiscal 2019, the Company will be adopting new accounting guidance that requires the presentation of components of net
periodic benefit costs, other than service cost, in an income statement line item outside of a subtotal of income from operations
(see Note 18 for further details).

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 Key assumptions are as follows:
Pension Plans Postretirement Medical Plans
2018 2017 2016 2018 2017 2016
Discount rate used to determine the
fiscal year end benefit obligation 4.31% 3.88% 3.73% 4.31% 3.88% 3.73%
Discount rate used to determine the
interest cost component of net
periodic benefit cost 3.46% 3.18% 3.81% 3.49% 3.18% 3.81%
Rate of return on plan assets 7.50% 7.50% 7.50% 7.50% 7.50% 7.50%
Weighted average rate of compensation
increase to determine the fiscal year
end benefit obligation 3.20% 2.90% 3.00% n/a n/a n/a
Year 1 increase in cost of benefits n/a n/a n/a 7.00% 7.00% 7.00%
Rate of increase to which the cost of
benefits is assumed to decline (the
ultimate trend rate) n/a n/a n/a 4.25% 4.25% 4.25%
Year that the rate reaches the ultimate
trend rate n/a n/a n/a 2032 2031 2030

Assumed mortality is also a key assumption in determining benefit obligations.

AOCI, before tax, as of September 29, 2018 consists of the following amounts that have not yet been recognized in net
periodic benefit cost:

Postretirement
Pension Plans Medical Plans Total
Prior service cost $ (52) $ — $ (52)
Net actuarial loss (4,184) (36) (4,220)
Total amounts included in AOCI (4,236) (36) (4,272)
Prepaid / (accrued) pension cost 2,464 (842) 1,622
Net balance sheet liability $ (1,772) $ (878) $ (2,650)

Amounts included in AOCI, before tax, as of September 29, 2018 that are expected to be recognized as components of
net periodic benefit cost during fiscal 2019 are:

Postretirement
Pension Plans Medical Plans Total
Prior service cost $ (12) $ — $ (12)
Net actuarial loss (260) — (260)
Total $ (272) $ — $ (272)

Plan Funded Status

The projected benefit obligation, accumulated benefit obligation and aggregate fair value of plan assets for pension plans
with accumulated benefit obligations in excess of plan assets were $1.1 billion, $1.0 billion and $3 million, respectively, as of
September 29, 2018 and $8.5 billion, $7.7 billion and $6.4 billion, respectively, as of September 30, 2017.

For pension plans with projected benefit obligations in excess of plan assets, the projected benefit obligation and
aggregate fair value of plan assets were $12.0 billion and $10.1 billion, respectively, as of September 29, 2018 and $12.8
billion and $10.5 billion respectively, as of September 30, 2017.

The Company’s total accumulated pension benefit obligations at September 29, 2018 and September 30, 2017 were $13.3
billion and $13.4 billion, respectively. Approximately 99% was vested as of both dates.

The accumulated postretirement medical benefit obligations and fair value of plan assets for postretirement medical plans
with accumulated postretirement medical benefit obligations in excess of plan assets were $1.6 billion and $0.7 billion,
respectively, at September 29, 2018 and $1.7 billion and $0.7 billion, respectively, at September 30, 2017.

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Plan Assets
A significant portion of the assets of the Company’s defined benefit plans are managed in a third-party master trust. The
investment policy and allocation of the assets in the master trust were approved by the Company’s Investment and
Administrative Committee, which has oversight responsibility for the Company’s retirement plans. The investment policy
ranges for the major asset classes are as follows:
Asset Class Minimum Maximum

Equity investments 30% 60%

Fixed income investments 20% 40%
Alternative investments 10% 30%
Cash & money market funds 0% 10%

The primary investment objective for the assets within the master trust is the prudent and cost effective management of
assets to satisfy benefit obligations to plan participants. Financial risks are managed through diversification of plan assets,
selection of investment managers and through the investment guidelines incorporated in investment management agreements.
Investments are monitored to assess whether returns are commensurate with risks taken.

The long-term asset allocation policy for the master trust was established taking into consideration a variety of factors
that include, but are not limited to, the average age of participants, the number of retirees, the duration of liabilities and the
expected payout ratio. Liquidity needs of the master trust are generally managed using cash generated by investments or by
liquidating securities.

Assets are generally managed by external investment managers pursuant to investment management agreements that
establish permitted securities and risk controls commensurate with the account’s investment strategy. Some agreements permit
the use of derivative securities (futures, options, interest rate swaps, credit default swaps) that enable investment managers to
enhance returns and manage exposures within their accounts.

Fair Value Measurements of Plan Assets

Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly
transaction between market participants and is generally classified in one of the following categories of the fair value hierarchy:
Level 1 – Quoted prices for identical instruments in active markets
Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in
markets that are not active; and model-derived valuations in which all significant inputs and significant value
drivers are observable in active markets
Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value
drivers are unobservable
Investments that are valued using the net asset value (NAV) (or its equivalent) practical expedient are excluded from the
fair value hierarchy disclosure.

The following is a description of the valuation methodologies used for assets reported at fair value. The methodologies
used at September 29, 2018 and September 30, 2017 are the same.

Level 1 investments are valued based on reported market prices on the last trading day of the fiscal year. Investments in
common and preferred stocks are valued based on an exchange-listed price or a broker’s quote in an active market. Investments
in U.S. Treasury securities are valued based on a broker’s quote in an active market.

Level 2 investments in government and federal agency bonds, corporate bonds and mortgage-backed securities (MBS)
and asset-backed securities are valued using a broker’s quote in a non-active market or an evaluated price based on a
compilation of reported market information, such as benchmark yield curves, credit spreads and estimated default rates.
Derivative financial instruments are valued based on models that incorporate observable inputs for the underlying securities,
such as interest rates or foreign currency exchange rates.

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 The Company’s defined benefit plan assets are summarized by level in the following tables:

As of September 29, 2018

Description Level 1 Level 2 Total Plan Asset Mix

Cash $ 57 $ — $ 57 —%
Common and preferred stocks(1) 3,023 — 3,023 22%
Mutual funds 800 800 6%
Government and federal agency bonds, notes 2,019 488 2,507 19%
and MBS
Corporate bonds — 573 573 4%
Other mortgage- and asset-backed securities — 86 86 1%
Derivatives and other, net 3 (1) 2 —%
Total investments in the fair value hierarchy $ 5,902 $ 1,146 $ 7,048

Assets valued at NAV as a practical expedient:

Common collective funds 2,778 21%
Alternative investments 2,363 18%
Money market funds and other 1,270 9%
Total investments at fair value $ 13,459 100%

As of September 30, 2017

Description Level 1 Level 2 Total Plan Asset Mix

Cash $ 88 $ — $ 88 1%
Common and preferred stocks(1) 2,974 — 2,974 23%
Mutual funds 771 — 771 6%
Government and federal agency bonds, notes 1,870 548 2,418 19%
and MBS
Corporate bonds — 579 579 4%
Other mortgage- and asset-backed securities — 99 99 1%
Derivatives and other, net — 14 14 —%
Total investments in the fair value hierarchy $ 5,703 $ 1,240 $ 6,943

Assets valued at NAV as a practical expedient:

Common collective funds 2,727 21%
Alternative investments 2,201 17%
Money market funds and other 1,150 9%
Total investments at fair value $ 13,021 100%
(1)
Includes 2.8 million shares of Company common stock valued at $332 million (2% of total plan assets) and 2.9
million shares valued at $282 million (2% of total plan assets) at September 29, 2018 and September 30, 2017,
respectively.

Uncalled Capital Commitments

Alternative investments held by the master trust include interests in funds that have rights to make capital calls to the
investors. In such cases, the master trust would be contractually obligated to make a cash contribution at the time of the capital
call. At September 29, 2018, the total committed capital still uncalled and unpaid was $1.0 billion.

Plan Contributions
During fiscal 2018, the Company made contributions to its pension and postretirement medical plans totaling $380
million. The Company currently expects to make approximately $250 million to $300 million of pension and postretirement

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medical plan contributions in fiscal 2019. Final minimum funding requirements for fiscal 2019 will be determined based on a
January 1, 2019 funding actuarial valuation, which is expected to be received during the fourth quarter of fiscal 2019.

Estimated Future Benefit Payments

The following table presents estimated future benefit payments for the next ten fiscal years:

Pension Postretirement
Plans Medical Plans(1)
2019 $ 534 $ 51
2020 544 54
2021 579 58
2022 618 63
2023 656 68
2024 – 2028 3,827 404
(1)
Estimated future benefit payments are net of expected Medicare subsidy receipts of $80 million.

Assumptions
Assumptions, such as discount rates, long-term rate of return on plan assets and the healthcare cost trend rate, have a
significant effect on the amounts reported for net periodic benefit cost as well as the related benefit obligations.

Discount Rate — The assumed discount rate for pension and postretirement medical plans reflects the market rates for
high-quality corporate bonds currently available. The Company’s discount rate was determined by considering yield curves
constructed of a large population of high-quality corporate bonds and reflects the matching of the plans’ liability cash flows to
the yield curves. The Company measures service and interest costs by applying the specific spot rates along that yield curve to
the plans’ liability cash flows.

Long-term rate of return on plan assets — The long-term rate of return on plan assets represents an estimate of long-term
returns on an investment portfolio consisting of a mixture of equities, fixed income and alternative investments. When
determining the long-term rate of return on plan assets, the Company considers long-term rates of return on the asset classes
(both historical and forecasted) in which the Company expects the pension funds to be invested. The following long-term rates
of return by asset class were considered in setting the long-term rate of return on plan assets assumption:
Equity Securities 7% to 11%
Debt Securities 3% to 5%
Alternative Investments 7% to 12%

Healthcare cost trend rate — The Company reviews external data and its own historical trends for healthcare costs to
determine the healthcare cost trend rates for the postretirement medical benefit plans. The 2018 actuarial valuation assumed a
7.00% annual rate of increase in the per capita cost of covered healthcare claims with the rate decreasing in even increments
over fourteen years until reaching 4.25%.

Sensitivity — A one percentage point (ppt) change in the key assumptions would have the following effects on the
projected benefit obligations for pension and postretirement medical plans as of September 29, 2018 and on cost for fiscal
2019:
Expected
Long-Term
Rate of Return Assumed Healthcare
Discount Rate On Assets Cost Trend Rate
Projected Net Periodic Projected
Benefit Benefit Benefit Postretirement Benefit
Increase/(decrease) Expense Obligations Expense Medical Cost Obligations
1 ppt decrease $ 241 $ 2,680 $ 135 $ (23) $ (213)
1 ppt increase (229) (2,275) (135) 30 283

Multiemployer Benefit Plans

The Company participates in a number of multiemployer pension plans under union and industry-wide collective
bargaining agreements that cover our union-represented employees and expenses its contributions to these plans as incurred.
These plans generally provide for retirement, death and/or termination benefits for eligible employees within the applicable

94
collective bargaining units, based on specific eligibility/participation requirements, vesting periods and benefit formulas. The
risks of participating in these multiemployer plans are different from single-employer plans. For example:
• Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other
participating employers.
• If a participating employer stops contributing to the multiemployer plan, the unfunded obligations of the plan may
become the obligation of the remaining participating employers.
• If the Company chooses to stop participating in these multiemployer plans, the Company may be required to pay those
plans an amount based on the underfunded status of the plan.

The Company also participates in several multiemployer health and welfare plans that cover both active and retired
employees. Health care benefits are provided to participants who meet certain eligibility requirements under the applicable
collective bargaining unit.

The following table sets forth our contributions to multiemployer pension and health and welfare benefit plans that were
expensed during the fiscal years 2018, 2017 and 2016, respectively:
2018 2017 2016
Pension plans $ 144 $ 127 $ 126
Health & welfare plans 172 160 167
Total contributions $ 316 $ 287 $ 293

Defined Contribution Plans

The Company has defined contribution retirement plans for domestic employees who began service after December 31,
2011 and are not eligible to participate in the defined benefit pension plans. In general, the Company contributes from 3% to
9% of an employee’s compensation depending on the employee’s age and years of service with the Company up to plan limits.
The Company has savings and investment plans that allow eligible employees to contribute up to 50% of their salary through
payroll deductions depending on the plan in which the employee participates. The Company matches 50% of the employee’s
contribution up to plan limits. In fiscal years 2018, 2017 and 2016, the costs of these defined contribution plans were $162
million, $143 million and $131 million, respectively. The Company also has defined contribution retirement plans for
employees in our international operations. The costs of these defined contribution plans were $21 million, $20 million and $19
million in fiscal years 2018, 2017 and 2016, respectively.

11 Equity
The Company paid the following dividends in fiscal 2018, 2017 and 2016:

Per Share Total Paid Payment Timing Related to Fiscal Period

$0.84 $1.2 billion Fourth Quarter of Fiscal 2018 First Half 2018
$0.84 $1.3 billion Second Quarter of Fiscal 2018 Second Half 2017
$0.78 $1.2 billion Fourth Quarter of Fiscal 2017 First Half 2017
$0.78 $1.2 billion Second Quarter of Fiscal 2017 Second Half 2016
$0.71 $1.1 billion Fourth Quarter of Fiscal 2016 First Half 2016
$0.71 $1.2 billion Second Quarter of Fiscal 2016 Second Half 2015

The Company repurchased its common stock in fiscal 2018, 2017 and 2016 as follows:

Fiscal year Shares acquired Total paid

2018 35 million $3.6 billion
2017 89 million $9.4 billion
2016 74 million $7.5 billion

On January 30, 2015, the Company’s Board of Directors increased the amount of shares that can be repurchased to 400
million shares as of that date. As of September 29, 2018, the Company had remaining authorization in place to repurchase 158
million additional shares. The repurchase program does not have an expiration date.

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 In fiscal 2018 and 2017 there were 100 million preferred series A shares authorized with a $0.01 par value. In March
2018, the Company’s Board of Directors authorized 40 thousand preferred series B shares with $0.01 par value. There are no
shares issued under the series A or series B preferred shares.

The following table summarizes the changes in each component of AOCI including our proportional share of equity
method investee amounts:
Unrecognized
Pension and Foreign
Market Value Adjustments
Postretirement Currency
Cash Flow Medical Translation
Investments Hedges Expense and Other AOCI
AOCI, before tax
Balance at October 3, 2015 $ 21 $ 523 $ (4,002) $ (431) $ (3,889)
Unrealized gains (losses) arising
during the period 23 (297) (2,122) (90) (2,486)
Reclassifications of realized net
(gains) losses to net income — (264) 265 — 1
Balance at October 1, 2016 $ 44 $ (38) $ (5,859) $ (521) $ (6,374)
Unrealized gains (losses) arising
during the period (2) 124 521 (2) 641
Reclassifications of net (gains)
losses to net income (27) (194) 432 — 211
Balance at September 30, 2017 $ 15 $ (108) $ (4,906) $ (523) $ (5,522)
Unrealized gains (losses) arising
during the period 9 250 203 (204) 258
Reclassifications of net (gains)
losses to net income — 35 380 — 415
Balance at September 29, 2018 $ 24 $ 177 $ (4,323) $ (727) $ (4,849)

Unrecognized
Pension and Foreign
Market Value Adjustments
Postretirement Currency
Cash Flow Medical Translation
Investments Hedges Expense and Other AOCI
Tax on AOCI
Balance at October 3, 2015 $ (8) $ (189) $ 1,505 $ 160 $ 1,468
Unrealized gains (losses) arising
during the period (10) 104 801 32 927
Reclassifications of realized net
(gains) losses to net income — 98 (98) — —
Balance at October 1, 2016 $ (18) $ 13 $ 2,208 $ 192 $ 2,395
Unrealized gains (losses) arising
during the period 1 (39) (209) (76) (323)
Reclassifications of net (gains)
losses to net income 10 72 (160) — (78)
Balance at September 30, 2017 $ (7) $ 46 $ 1,839 $ 116 $ 1,994
Unrealized gains (losses) arising
during the period (2) (66) (47) (13) (128)
Reclassifications of net (gains)
losses to net income — (12) (102) — (114)
Balance at September 29, 2018 $ (9) $ (32) $ 1,690 $ 103 $ 1,752

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 Unrecognized
Pension and Foreign
Market Value Adjustments
Postretirement Currency
Cash Flow Medical Translation
Investments Hedges Expense and Other AOCI
AOCI, after tax
Balance at October 3, 2015 $ 13 $ 334 $ (2,497) $ (271) $ (2,421)
Unrealized gains (losses) arising
during the period 13 (193) (1,321) (58) (1,559)
Reclassifications of realized net
(gains) losses to net income — (166) 167 — 1
Balance at October 1, 2016 $ 26 $ (25) $ (3,651) $ (329) $ (3,979)
Unrealized gains (losses) arising
during the period (1) 85 312 (78) 318
Reclassifications of net (gains)
losses to net income (17) (122) 272 — 133
Balance at September 30, 2017 $ 8 $ (62) $ (3,067) $ (407) $ (3,528)
Unrealized gains (losses) arising
during the period 7 184 156 (217) 130
Reclassifications of net (gains)
losses to net income — 23 278 — 301
Balance at September 29, 2018 $ 15 $ 145 $ (2,633) $ (624) $ (3,097)

Details about AOCI components reclassified to net income are as follows:

Affected line item in the Consolidated

Gains/(losses) in net income: Statements of Income: 2018 2017 2016
Investments, net Interest expense, net $ — $ 27 $ —
Estimated tax Income taxes — (10) —
— 17 —

Cash flow hedges Primarily revenue (35) 194 264

Estimated tax Income taxes 12 (72) (98)
(23) 122 166

Pension and postretirement medical

expense Cost and expenses (380) (432) (265)
Estimated tax Income taxes 102 160 98
(278) (272) (167)

Total reclassifications for the period $ (301) $ (133) $ (1)

12 Equity-Based Compensation
Under various plans, the Company may grant stock options and other equity-based awards to executive, management and
creative personnel. The Company’s approach to long-term incentive compensation contemplates awards of stock options and
restricted stock units (RSUs). Certain RSUs awarded to senior executives vest based upon the achievement of market or
performance conditions (Performance RSUs).

Stock options are generally granted at exercise prices equal to or exceeding the market price at the date of grant and
become exercisable ratably over a four-year period from the grant date. The contractual terms for our outstanding stock option
grants are 10 years. At the discretion of the Compensation Committee of the Company’s Board of Directors, options can
occasionally extend up to 15 years after date of grant. RSUs generally vest ratably over four years and Performance RSUs
generally fully vest after three years, subject to achieving market or performance conditions. Equity-based award grants
generally provide continued vesting, in the event of termination, for employees that reach age 60 or greater, have at least ten
years of service and have held the award for at least one year.
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 Each share granted subject to a stock option award reduces the number of shares available under the Company’s stock
incentive plans by one share while each share granted subject to a RSU award reduces the number of shares available by two
shares. As of September 29, 2018, the maximum number of shares available for issuance under the Company’s stock incentive
plans (assuming all the awards are in the form of stock options) was approximately 55 million shares and the number available
for issuance assuming all awards are in the form of RSUs was approximately 28 million shares. The Company satisfies stock
option exercises and vesting of RSUs with newly issued shares. Stock options and RSUs are generally forfeited by employees
who terminate prior to vesting.

Each year, generally during the first half of the year, the Company awards stock options and restricted stock units to a
broad-based group of management and creative personnel. The fair value of options is estimated based on the binomial
valuation model. The binomial valuation model takes into account variables such as volatility, dividend yield and the risk-free
interest rate. The binomial valuation model also considers the expected exercise multiple (the multiple of exercise price to grant
price at which exercises are expected to occur on average) and the termination rate (the probability of a vested option being
canceled due to the termination of the option holder) in computing the value of the option.

In fiscal years 2018, 2017 and 2016, the weighted average assumptions used in the option-valuation model were as
follows:
2018 2017 2016
Risk-free interest rate 2.4% 2.6% 2.3%
Expected volatility 23% 22% 26%
Dividend yield 1.57% 1.58% 1.32%
Termination rate 4.8% 4.0% 4.0%
Exercise multiple 1.75 1.62 1.62

Although the initial fair value of stock options is not adjusted after the grant date, changes in the Company’s assumptions
may change the value of, and therefore the expense related to, future stock option grants. The assumptions that cause the
greatest variation in fair value in the binomial valuation model are the expected volatility and expected exercise multiple.
Increases or decreases in either the expected volatility or expected exercise multiple will cause the binomial option value to
increase or decrease, respectively. The volatility assumption considers both historical and implied volatility and may be
impacted by the Company’s performance as well as changes in economic and market conditions.

Compensation expense for RSUs and stock options is recognized ratably over the service period of the award.
Compensation expense for RSUs is based on the market price of the shares underlying the awards on the grant date.
Compensation expense for Performance RSUs reflects the estimated probability that the market or performance conditions will
be met.

The impact of stock options and RSUs on income and cash flows for fiscal years 2018, 2017 and 2016, was as follows:
2018 2017 2016
Stock option $ 87 $ 90 $ 93
RSUs 306 274 293
Total equity-based compensation expense (1) 393 364 386
Tax impact (99) (123) (131)
Reduction in net income $ 294 $ 241 $ 255
Equity-based compensation expense capitalized during the period $ 70 $ 78 $ 78
Tax benefit reported in cash flow from financing activities (2) n/a n/a $ 208
(1)
Equity-based compensation expense is net of capitalized equity-based compensation and estimated forfeitures and
excludes amortization of previously capitalized equity-based compensation costs.
(2)
The amount for fiscal 2018 and 2017 is not applicable as the Company adopted new accounting guidance in fiscal
2017.

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 The following table summarizes information about stock option transactions (shares in millions):
2018
Weighted
Average
Shares Exercise Price
Outstanding at beginning of year 24 $ 76.68
Awards forfeited (1) 107.69
Awards granted 4 111.48
Awards exercised (3) 58.09
Outstanding at end of year 24 $ 84.14
Exercisable at end of year 14 $ 69.06

The following tables summarize information about stock options vested and expected to vest at September 29, 2018
(shares in millions):

Vested
Weighted
Average
Remaining
Weighted Years of
Number of Average Contractual
Range of Exercise Prices Options Exercise Price Life
$ — — $ 45 3 $ 38.13 2.8
$ 46 — $ 60 3 50.75 4.2
$ 61 — $ 90 3 72.94 5.2
$ 91 — $ 115 5 101.92 7.0
14

Expected to Vest
Weighted
Average
Remaining
Weighted Years of
Number of Average Contractual
Range of Exercise Prices Options (1) Exercise Price Life
$ 90 — $ 105 1 $ 93.09 6.5
$ 106 — $ 110 3 105.24 8.3
$ 111 — $ 115 5 112.05 8.6
9
(1)
Number of options expected to vest is total unvested options less estimated forfeitures.

The following table summarizes information about RSU transactions (shares in millions):
2018
Weighted
Average
Grant-Date
Units Fair Value
Unvested at beginning of year 9 $ 101.17
Granted (1) 5 109.05
Vested (4) 113.21
Forfeited (1) 107.23
Unvested at end of year (2) 9 $ 108.74
(1)
Includes 1.1 million Performance RSUs.
(2)
Includes 1.4 million Performance RSUs.
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 The weighted average grant-date fair values of options granted during fiscal 2018, 2017 and 2016 were $28.01, $25.65
and $30.93, respectively. The total intrinsic value (market value on date of exercise less exercise price) of options exercised and
RSUs vested during fiscal 2018, 2017 and 2016 totaled $585 million, $757 million and $981 million, respectively. The
aggregate intrinsic values of stock options vested and expected to vest at September 29, 2018 were $684 million and $78
million, respectively.

As of September 29, 2018, unrecognized compensation cost related to unvested stock options and RSUs was $122
million and $455 million, respectively. That cost is expected to be recognized over a weighted-average period of 1.6 years for
stock options and 1.7 years for RSUs.

Cash received from option exercises for fiscal 2018, 2017 and 2016 was $210 million, $276 million and $259 million,
respectively. Tax benefits realized from tax deductions associated with option exercises and RSUs vesting for fiscal 2018, 2017
and 2016 was $159 million, $264 million and $342 million, respectively.

13 Detail of Certain Balance Sheet Accounts

September 29, September 30,
2018 2017
Current receivables
Accounts receivable $ 8,268 $ 7,611
Other 1,258 1,209
Allowance for doubtful accounts (192) (187)
$ 9,334 $ 8,633

Other current assets

Prepaid expenses $ 476 $ 445
Other 159 143
$ 635 $ 588

Parks, resorts and other property

Attractions, buildings and improvements $ 28,995 $ 28,644
Furniture, fixtures and equipment 19,400 18,908
Land improvements 5,911 5,593
Leasehold improvements 932 898
55,238 54,043
Accumulated depreciation (30,764) (29,037)
Projects in progress 3,942 2,145
Land 1,124 1,255
$ 29,540 $ 28,406

Intangible assets
Character/franchise intangibles and copyrights $ 5,829 $ 5,829
Other amortizable intangible assets 1,213 1,154
Accumulated amortization (2,070) (1,828)
Net amortizable intangible assets 4,972 5,155
FCC licenses 602 602
Trademarks 1,218 1,218
Other indefinite lived intangible assets 20 20
$ 6,812 $ 6,995

100
 September 29, September 30,
2018 2017
Other non-current assets
Receivables $ 1,928 $ 1,688
Prepaid expenses 919 233
Other 518 469
$ 3,365 $ 2,390

Accounts payable and other accrued liabilities

Accounts payable $ 6,503 $ 6,305
Payroll and employee benefits 2,189 1,819
Other 787 731
$ 9,479 $ 8,855

Other long-term liabilities

Pension and postretirement medical plan liabilities $ 2,712 $ 3,281
Other 3,878 3,162
$ 6,590 $ 6,443

14 Commitments and Contingencies

Commitments
The Company has various contractual commitments for broadcast rights for sports, feature films and other programming,
totaling approximately $44.6 billion, including approximately $0.4 billion for available programming as of September 29,
2018, and approximately $42.5 billion related to sports programming rights, primarily for college football (including bowl
games and the College Football Playoff) and basketball, NBA, NFL, MLB, UFC, US Open Tennis, Top Rank Boxing, the PGA
Championship and various soccer rights.

The Company has entered into operating leases for various real estate and equipment needs, including retail outlets and
distribution centers for consumer products, broadcast equipment and office space for general and administrative purposes.
Rental expense for operating leases during fiscal years 2018, 2017 and 2016, including common-area maintenance and
contingent rentals, was $930 million, $868 million and $847 million, respectively.

The Company also has contractual commitments for the construction of three new cruise ships, creative talent and
employment agreements and unrecognized tax benefits. Creative talent and employment agreements include obligations to
actors, producers, sports, television and radio personalities and executives.

Contractual commitments for broadcast programming rights, future minimum lease payments under non-cancelable
operating leases, cruise ships, creative talent and other commitments totaled $55.5 billion at September 29, 2018, payable as
follows:

Broadcast Operating
Programming Leases Other Total
2019 $ 7,340 $ 681 $ 1,793 $ 9,814
2020 7,475 571 1,269 9,315
2021 7,277 470 568 8,315
2022 5,317 381 1,095 6,793
2023 4,363 261 901 5,525
Thereafter 12,841 1,220 1,668 15,729
$ 44,613 $ 3,584 $ 7,294 $ 55,491

Certain contractual commitments, principally broadcast programming rights and operating leases, have payments that are
variable based primarily on revenues and are not included in the table above.

The Company has non-cancelable capital leases, primarily for land and broadcast equipment, which had gross carrying
values of $371 million and $466 million at September 29, 2018 and September 30, 2017, respectively. Accumulated
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amortization related to these capital leases totaled $164 million and $233 million at September 29, 2018 and September 30,
2017, respectively. Future payments under these leases as of September 29, 2018 are as follows:
2019 $ 24
2020 21
2021 19
2022 18
2023 16
Thereafter 442
Total minimum obligations 540
Less amount representing interest (386)
Present value of net minimum obligations 154
Less current portion (12)
Long-term portion $ 142

Legal Matters
The Company, together with, in some instances, certain of its directors and officers, is a defendant in various legal actions
involving copyright, breach of contract and various other claims incident to the conduct of its businesses. Management does not
believe that the Company has incurred a probable material loss by reason of any of the above actions.

Contractual Guarantees
The Company has guaranteed bond issuances by the Anaheim Public Authority that were used by the City of Anaheim to
finance construction of infrastructure and a public parking facility adjacent to the Disneyland Resort. Revenues from sales,
occupancy and property taxes from the Disneyland Resort and non-Disney hotels are used by the City of Anaheim to repay the
bonds, which mature in 2037. In the event of a debt service shortfall, the Company will be responsible to fund the shortfall. As
of September 29, 2018, the remaining debt service obligation guaranteed by the Company was $296 million. To the extent that
tax revenues exceed the debt service payments subsequent to the Company funding a shortfall, the Company would be
reimbursed for any previously funded shortfalls. To date, tax revenues have exceeded the debt service payments for these
bonds.

The Company has guaranteed $113 million of Hulu’s $338 million term loan, which expires in August 2022. The
Company is also committed to make a capital contribution of approximately $450 million to Hulu in calendar 2018. For the
year ended September 29, 2018, the Company made contributions of $341 million against this commitment.

Long-Term Receivables and the Allowance for Credit Losses

The Company has accounts receivable with original maturities greater than one year related to the sale of television
program rights and vacation ownership units. Allowances for credit losses are established against these receivables as
necessary.

The Company estimates the allowance for credit losses related to receivables from the sale of television programs based
upon a number of factors, including historical experience and the financial condition of individual companies with which we do
business. The balance of television program sales receivables recorded in other non-current assets, net of an immaterial
allowance for credit losses, was $1.0 billion as of September 29, 2018. Fiscal 2018 activity related to the allowance for credit
losses was not material.

The Company estimates the allowance for credit losses related to receivables from sales of its vacation ownership units
based primarily on historical collection experience. Estimates of uncollectible amounts also consider the economic environment
and the age of receivables. The balance of mortgage receivables recorded in other non-current assets, net of a related allowance
for credit losses of approximately 4%, was $0.7 billion as of September 29, 2018. Fiscal 2018 activity related to the allowance
for credit losses was not material.

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15 Fair Value Measurement
The Company’s assets and liabilities measured at fair value are summarized in the following tables by fair value
measurement Level. See Note 10 for definitions of fair value measures and the Levels within the fair value hierarchy.
Fair Value Measurement at September 29, 2018
Description Level 1 Level 2 Level 3 Total
Assets
Investments $ 38 $ — $ — $ 38
Derivatives
Interest rate — — — —
Foreign exchange — 469 — 469
Other — 15 — 15
Liabilities
Derivatives
Interest rate — (410) — (410)
Foreign exchange — (274) — (274)
Total recorded at fair value $ 38 $ (200) $ — $ (162)
Fair value of borrowings $ — $ 19,826 $ 1,171 $ 20,997

Fair Value Measurement at September 30, 2017

Description Level 1 Level 2 Level 3 Total
Assets
Investments $ 36 $ — $ — $ 36
Derivatives
Interest rate — 10 — 10
Foreign exchange — 403 — 403
Other — 8 — 8
Liabilities
Derivatives
Interest rate — (122) — (122)
Foreign exchange — (427) — (427)
Total recorded at fair value $ 36 $ (128) $ — $ (92)
Fair value of borrowings $ — $ 23,110 $ 2,764 $ 25,874

The fair values of Level 2 derivatives are primarily determined by internal discounted cash flow models that use
observable inputs such as interest rates, yield curves and foreign currency exchange rates. Counterparty credit risk, which is
mitigated by master netting agreements and collateral posting arrangements with certain counterparties, did not have a material
impact on derivative fair value estimates.

Level 2 borrowings, which include commercial paper and U.S. medium-term notes, are valued based on quoted prices for
similar instruments in active markets.

Level 3 borrowings include Asia Theme Park borrowings, which are valued based on the current borrowing cost and
credit risk of the Asia Theme Parks as well as historical market transactions and prevailing market interest rates. Level 3
borrowings at September 30, 2017 also include borrowings in connection with the acquisition of BAMTech, which were paid in
January 2018.

The Company’s financial instruments also include cash, cash equivalents, receivables and accounts payable. The carrying
values of these financial instruments approximate the fair values.

The Company also has assets that are required to be recorded at fair value on a non-recurring basis. These assets are
evaluated when certain triggering events occur (including a decrease in estimated future cash flows) that indicate the asset
should be evaluated for impairment. Goodwill and indefinite lived intangible assets must be evaluated at least annually. During

103
fiscal 2018, the Company recorded impairment charges for two equity investments that had a fair value of $392 million and a
carrying value of $602 million. The fair value reflected the estimated discounted future cash flows, which is a Level 3 valuation
technique. The impairment of $210 million was recorded in “Equity in the income (loss) of investees, net” in the Consolidated
Statements of Income. During fiscal 2017, the Company recorded film production cost impairment charges of $115 million,
which were reported in “Cost of services” in the Consolidated Statements of Income. At September 30, 2017, the aggregate
carrying value of the films for which we prepared the fair value analyses was $143 million. The film impairment charges
reflected the excess of the unamortized cost of the impaired films over their estimated fair value using estimated discounted
future cash flows.

Credit Concentrations
The Company monitors its positions with, and the credit quality of, the financial institutions that are counterparties to its
financial instruments on an ongoing basis and does not currently anticipate nonperformance by the counterparties.

The Company does not expect that it would realize a material loss, based on the fair value of its derivative financial
instruments as of September 29, 2018, in the event of nonperformance by any single derivative counterparty. The Company
generally enters into derivative transactions only with counterparties that have a credit rating of A- or better and requires
collateral in the event credit ratings fall below A- or aggregate exposures exceed limits as defined by contract. In addition, the
Company limits the amount of investment credit exposure with any one institution.

The Company does not have material cash and cash equivalent balances with financial institutions that have below
investment grade credit ratings and maintains short-term liquidity needs in high quality money market funds. As of
September 29, 2018, the Company did not have balances (excluding money market funds) with individual financial institutions
that exceeded 10% of the Company’s total cash and cash equivalents.

The Company’s trade receivables and financial investments do not represent a significant concentration of credit risk at
September 29, 2018 due to the wide variety of customers and markets in which the Company’s products are sold, the dispersion
of our customers across geographic areas and the diversification of the Company’s portfolio among financial institutions.

16 Derivative Instruments
The Company manages its exposure to various risks relating to its ongoing business operations according to a risk
management policy. The primary risks managed with derivative instruments are interest rate risk and foreign exchange risk.

The Company’s derivative positions measured at fair value are summarized in the following tables:
As of September 29, 2018
Other Other Long-
Current Current Term
Assets Other Assets Liabilities Liabilities
Derivatives designated as hedges
Foreign exchange $ 166 $ 169 $ (80) $ (39)
Interest rate — — (329) —
Other 13 2 — —
Derivatives not designated as hedges
Foreign exchange 38 96 (95) (60)
Interest Rate — — — (81)
Gross fair value of derivatives 217 267 (504) (180)
Counterparty netting (158) (227) 254 131
Cash collateral (received)/paid — — 135 5
Net derivative positions $ 59 $ 40 $ (115) $ (44)

104
 As of September 30, 2017
Other Other Long-
Current Current Term
Assets Other Assets Liabilities Liabilities
Derivatives designated as hedges
Foreign exchange $ 175 $ 190 $ (192) $ (170)
Interest rate — 10 (106) —
Other 6 2 — —
Derivatives not designated as hedges
Foreign exchange 38 — (46) (19)
Interest Rate — — — (16)
Gross fair value of derivatives 219 202 (344) (205)
Counterparty netting (142) (190) 188 144
Cash collateral (received)/paid (20) (7) 19 —
Net derivative positions $ 57 $ 5 $ (137) $ (61)

Interest Rate Risk Management

The Company is exposed to the impact of interest rate changes primarily through its borrowing activities. The Company’s
objective is to mitigate the impact of interest rate changes on earnings and cash flows and on the market value of its
borrowings. In accordance with its policy, the Company targets its fixed-rate debt as a percentage of its net debt between a
minimum and maximum percentage. The Company primarily uses pay-floating and pay-fixed interest rate swaps to facilitate its
interest rate risk management activities.

The Company designates pay-floating interest rate swaps as fair value hedges of fixed-rate borrowings effectively
converting fixed-rate borrowings to variable rate borrowings indexed to LIBOR. As of September 29, 2018 and September 30,
2017, the total notional amount of the Company’s pay-floating interest rate swaps was $7.6 billion and $8.2 billion,
respectively. The following table summarizes adjustments related to fair value hedges included in “Interest expense, net” in the
Consolidated Statements of Income.
2018 2017 2016
Gain (loss) on interest rate swaps $ (230) $ (211) $ 18
Gain (loss) on hedged borrowings 230 211 (18)

In addition, the Company realized net expense of $15 million during fiscal 2018 and net benefits of $35 million and $94
million for fiscal years 2017 and 2016, respectively, in “Interest expense, net” related to pay-floating interest rate swaps.

The Company may designate pay-fixed interest rate swaps as cash flow hedges of interest payments on floating-rate
borrowings. Pay-fixed swaps effectively convert floating rate borrowings to fixed-rate borrowings. The unrealized gains or
losses from these cash flow hedges are deferred in AOCI and recognized in interest expense as the interest payments occur. The
Company did not have pay-fixed interest rate swaps that were designated as cash flow hedges of interest payments at
September 29, 2018 or at September 30, 2017, and gains and losses related to pay-fixed swaps recognized in earnings for fiscal
years 2018, 2017 and 2016 were not material.
To facilitate its interest rate risk management activities, the Company sold options in November 2016, October 2017 and
April 2018 to enter into a future pay-floating interest rate swaps indexed to LIBOR for $2.0 billion in future borrowings. The
fair values of these contracts were $81 million and $16 million at September 29, 2018 and September 30, 2017, respectively.
The options are not designated as hedges and do not qualify for hedge accounting; accordingly, changes in their fair value are
recorded in earnings.

Foreign Exchange Risk Management

The Company transacts business globally and is subject to risks associated with changing foreign currency exchange
rates. The Company’s objective is to reduce earnings and cash flow fluctuations associated with foreign currency exchange rate
changes, enabling management to focus on core business issues and challenges.

The Company enters into option and forward contracts that change in value as foreign currency exchange rates change to
protect the value of its existing foreign currency assets, liabilities, firm commitments and forecasted but not firmly committed
foreign currency transactions. In accordance with policy, the Company hedges its forecasted foreign currency transactions for

105
periods generally not to exceed four years within an established minimum and maximum range of annual exposure. The gains
and losses on these contracts offset changes in the U.S. dollar equivalent value of the related forecasted transaction, asset,
liability or firm commitment. The principal currencies hedged are the euro, Japanese yen, Canadian dollar, Chinese yuan and
British pound. Cross-currency swaps are used to effectively convert foreign currency-denominated borrowings into U.S. dollar
denominated borrowings.

The Company designates foreign exchange forward and option contracts as cash flow hedges of firmly committed and
forecasted foreign currency transactions. As of September 29, 2018 and September 30, 2017, the notional amounts of the
Company’s net foreign exchange cash flow hedges were $6.2 billion and $6.3 billion, respectively. Mark-to-market gains and
losses on these contracts are deferred in AOCI and are recognized in earnings when the hedged transactions occur, offsetting
changes in the value of the foreign currency transactions. Gains and losses recognized related to ineffectiveness for fiscal years
2018, 2017 and 2016 were not material. Net deferred gains recorded in AOCI for contracts that will mature in the next twelve
months totaled $92 million.

Foreign exchange risk management contracts with respect to foreign currency denominated assets and liabilities are not
designated as hedges and do not qualify for hedge accounting. The notional amounts of these foreign exchange contracts at
September 29, 2018 and September 30, 2017 were $3.3 billion and $3.6 billion, respectively. The following table summarizes
the net foreign exchange gains or losses recognized on foreign currency denominated assets and liabilities and the net foreign
exchange gains or losses on the foreign exchange contracts we entered into to mitigate our exposure with respect to foreign
currency denominated assets and liabilities for fiscal years 2018, 2017 and 2016 by the corresponding line item in which they
are recorded in the Consolidated Statements of Income:

Costs and Expenses Interest expense, net Income Tax Expense

2018 2017 2016 2018 2017 2016 2018 2017 2016
Net gains (losses) on foreign
currency denominated assets
and liabilities $ (146) $ 105 $ 2 $ 39 $ (13) $ (2) $ 29 $ 3 $ 49
Net gains (losses) on foreign
exchange risk management
contracts not designated as
hedges 104 (120) (65) (46) 11 — (19) 24 (24)
Net gains (losses) $ (42) $ (15) $ (63) $ (7) $ (2) $ (2) $ 10 $ 27 $ 25

Commodity Price Risk Management

The Company is subject to the volatility of commodities prices, and the Company designates certain commodity forward
contracts as cash flow hedges of forecasted commodity purchases. Mark-to-market gains and losses on these contracts are
deferred in AOCI and are recognized in earnings when the hedged transactions occur, offsetting changes in the value of
commodity purchases. The notional amount of these commodities contracts at September 29, 2018 and September 30, 2017 and
related gains or losses recognized in earnings were not material for fiscal years 2018, 2017 and 2016.

Risk Management – Other Derivatives Not Designated as Hedges

The Company enters into certain other risk management contracts that are not designated as hedges and do not qualify for
hedge accounting. These contracts, which include certain swap contracts, are intended to offset economic exposures of the
Company and are carried at market value with any changes in value recorded in earnings. The notional amount and fair value of
these contracts at September 29, 2018 and September 30, 2017 were not material. The related gains or losses recognized in
earnings were not material for fiscal years 2018, 2017 and 2016.

Contingent Features and Cash Collateral

The Company has master netting arrangements by counterparty with respect to certain derivative financial instrument
contracts. The Company may be required to post collateral in the event that a net liability position with a counterparty exceeds
limits defined by contract and that vary with the Company’s credit rating. In addition, these contracts may require a
counterparty to post collateral to the Company in the event that a net receivable position with a counterparty exceeds limits
defined by contract and that vary with the counterparty’s credit rating. If the Company’s or the counterparty’s credit ratings
were to fall below investment grade, such counterparties or the Company would also have the right to terminate our derivative
contracts, which could lead to a net payment to or from the Company for the aggregate net value by counterparty of our
derivative contracts. The aggregate fair values of derivative instruments with credit-risk-related contingent features in a net
liability position by counterparty were $299 million and $217 million at September 29, 2018 and September 30, 2017,
respectively.

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17 Restructuring and Impairment Charges
The Company recorded $33 million, $98 million and $156 million of restructuring and impairment charges in fiscal years
2018, 2017 and 2016, respectively. Charges in fiscal 2018 were due to severance costs. Charges in fiscal 2017 were due to
severance costs and asset impairments. Charges in fiscal 2016 were due to asset impairments and severance and contract
termination costs.

18 New Accounting Pronouncements

Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
In February 2018, the Financial Accounting Standards Board (FASB) issued guidance as a result of the Tax Act to permit
the reclassification of certain tax effects from AOCI to retained earnings. Current accounting guidance requires that
adjustments to deferred tax assets and liabilities for changes in enacted tax rates be recorded through income from continuing
operations even if the deferred taxes were originally established through comprehensive income. The new guidance allows
companies to make a one-time election to reclassify the tax effects resulting from the Tax Act on items in AOCI to retained
earnings. The new guidance is effective beginning with the first quarter of the Company’s 2020 fiscal year (with early adoption
permitted). The guidance should be applied either retrospectively to each period (or periods) in which the effect of the change
in the U.S. federal corporate income tax rate in the Tax Act is recognized or as a cumulative adjustment in the first period of
adoption. The Company is still assessing whether it will make the one-time election to reclassify the tax-effects to retained
earnings.

Targeted Improvements to Accounting for Hedging Activities

In August 2017, the FASB issued guidance to improve certain aspects of the hedge accounting model including making
more risk management strategies eligible for hedge accounting and simplifying the assessment of hedge effectiveness. The
Company will adopt the standard in the first quarter of fiscal 2019. The adoption will not have a material impact on our
consolidated financial statements as our historical hedging ineffectiveness has been immaterial.

Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
In March 2017, the FASB issued guidance that requires presentation of the components of net periodic pension and
postretirement benefit costs other than service costs, in an income statement line item outside of a subtotal of income from
operations. The service cost component will continue to be presented in the same line items as other employee compensation
costs. In addition, under the guidance only service costs are eligible for capitalization, for example, as part of a self-constructed
fixed asset or a film production. The Company will adopt the standard in the first quarter of fiscal 2019. The adoption will not
have a material impact on our consolidated financial statements. The guidance is required to be adopted retrospectively with
respect to income statement presentation and prospectively for the capitalization requirement. See Note 10 for the amount of
each component of net periodic pension and postretirement benefit costs we have reported historically. These amounts of net
periodic pension and postretirement benefit costs are not necessarily indicative of amounts that may arise in future fiscal years.

Intra-Entity Transfers of Assets Other Than Inventory

In October 2016, the FASB issued guidance that requires recognition of the income tax consequences of an intra-entity
transfer of an asset other than inventory when the transfer occurs instead of when the asset is ultimately sold to an outside
party. The Company will adopt the standard in the first quarter of fiscal 2019. The adoption will not have a material impact on
our consolidated financial statements. The guidance requires prospective adoption with a cumulative-effect adjustment to
retained earnings at the beginning of fiscal 2019.

Leases
In February 2016, the FASB issued a new lease accounting standard, which requires the present value of committed
operating lease payments to be recorded as right-of-use lease assets and lease liabilities on the balance sheet. The Company is
currently assessing the impact of the new guidance on its financial statements. The standard can be adopted either as of the
effective date without restating prior periods or retrospectively by restating prior periods. The guidance is effective at the
beginning of the Company’s 2020 fiscal year (with early adoption permitted). As of September 29, 2018, the Company had an
estimated $3.6 billion in undiscounted future minimum lease commitments.

Revenue from Contracts with Customers

In May 2014, the FASB issued guidance that replaces the existing accounting standards for revenue recognition with a
single comprehensive five-step model, eliminating industry-specific accounting rules. The core principle is to recognize
revenue upon the transfer of control of goods or services to customers at an amount that reflects the consideration expected to
be received. Since its issuance, the FASB has amended several aspects of the new guidance, including provisions that address

107
revenue recognition associated with the licensing of intellectual property. The new guidance, including the amendments, is
effective at the beginning of the Company’s 2019 fiscal year.

We have reviewed our significant revenue streams and identified required changes to our revenue recognition policies.
While not expected to be material, the more significant changes to the Company’s revenue recognition policies are in the
following areas:
• For television and film content licensing agreements with multiple availability windows with the same licensee, the
Company will defer more revenues to future windows than is currently deferred.
• For licenses of character images, brands and trademarks subject to minimum guaranteed license fees, we currently
recognize the difference between the minimum guaranteed amount and actual royalties earned from licensee
merchandise sales (“shortfalls”) at the end of the contract period. Under the new guidance, projected guarantee
shortfalls will be recognized straight-line over the remaining license period once an expected shortfall is identified.
• For licenses that include multiple television and film titles subject to minimum guaranteed license fees that are
recoupable against the licensee’s aggregate underlying sales from all titles, the Company will allocate the minimum
guaranteed license fee to each title and recognize the allocated license fee as revenue when the title is made available
to the customer. License fees in excess of the allocated by-title minimum guarantee are deferred until the aggregate
contractual minimum guarantee has been exceeded and thereafter recognized as earned based on the licensee’s
underlying sales. Under current guidance, an upfront allocation of the minimum guarantee is not required as license
fees are recognized as earned based on the licensee’s underlying sales with any shortfalls recognized at the end of the
contract period.
• For renewals or extensions of license agreements for television and film content, we will recognize revenue when the
licensed content becomes available under the renewal or extension, instead of when the agreement is renewed or
extended.

We have developed processes to capture the information necessary for the expanded disclosures required under the new
guidance, and implemented updates needed to our internal controls to support our new revenue recognition policies and
disclosure requirements.

The guidance may be adopted either by restating fiscal 2017 and 2018 to reflect the impact of the new guidance (full
retrospective method) or by recording the impact of adoption as an adjustment to retained earnings at the beginning of fiscal
2019 (modified retrospective method). The Company will adopt the standard in the first quarter of fiscal 2019 using the
modified retrospective method. The adoption will not have a material impact on our consolidated financial statements.

The Company’s equity method investees are considered private companies for purposes of applying the new guidance and
are not required to adopt the new standard until fiscal years beginning after December 15, 2018. Our significant equity method
investees have substantially completed their assessment of the impact of adopting the new standard on their financial
statements. We currently do not expect any material impacts to the Company’s consolidated financial statements upon the
investees’ adoption of the new guidance.

108
 QUARTERLY FINANCIAL SUMMARY
(in millions, except per share data)

(unaudited) Q1 Q2 Q3 Q4
2018
Revenues $ 15,351 $ 14,548 $ 15,228 $ 14,307
Segment operating income (5) 3,986 4,237 4,193 3,290
Net income 4,473 3,115 3,059 2,419
Net income attributable to Disney 4,423 2,937 2,916 2,322
Earnings per share:
(1) (2) (3) (4)
Diluted $ 2.91 $ 1.95 $ 1.95 $ 1.55
Basic 2.93 1.95 1.96 1.56
2017
Revenues $ 14,784 $ 13,336 $ 14,238 $ 12,779
Segment operating income (5) 3,956 3,996 4,011 2,812
Net income 2,488 2,539 2,474 1,865
Net income attributable to Disney 2,479 2,388 2,366 1,747
Earnings per share:
(3) (4)
Diluted $ 1.55 $ 1.50 $ 1.51 $ 1.13
Basic 1.56 1.51 1.51 1.14

(1)
Results for the first quarter of fiscal 2018 included an estimated net benefit from the Deferred Remeasurement, partially
offset by the Deemed Repatriation Tax as a result of the Tax Act (Tax Act Estimate), which had a favorable impact of $1.00
on diluted earnings per share, and a gain from the sale of property rights, which had a favorable impact of $0.03 on diluted
earnings per share. These favorable impacts were partially offset by restructuring and impairment charges, which had an
adverse impact of $0.01 on diluted earnings per share.
(2)
Results for the second quarter of fiscal 2018 included a net benefit of updating prior-period Tax Act estimate, which had a
favorable impact of $0.09 on diluted earnings per share, and proceeds from legal insurance recoveries, which had a
favorable impact of $0.02 on diluted earnings per share. These favorable impacts were partially offset by restructuring and
impairment charges, which had an adverse impact of $0.01 per diluted earnings per share.
(3)
Results for the third quarter of fiscal 2018 included a net benefit of updating prior-period Tax Act estimate, which had a
favorable impact of $0.07 on diluted earnings per share. Results for the third quarter of fiscal 2017 included a charge, net
of committed insurance recoveries, incurred in connection with the settlement of litigation, which had an adverse impact of
$0.07 on diluted earnings per share.
(4)
Results for the fourth quarter of fiscal 2018 included a gain in connection with the sale of real estate, which had a favorable
impact of $0.25 on diluted earnings per share, partially offset by equity investment impairments, which had an adverse
impact of $0.11 per diluted earnings per share, and the impact of updating prior-period Tax Act estimate, which had an
adverse impact of $0.06 per diluted earnings per share. Results for the fourth quarter of fiscal 2017 included a non-cash net
gain in connection with the acquisition of a controlling interest in BAMTech, which had a favorable impact of $0.10 per
diluted earnings per share, partially offset by restructuring and impairment charges, which had an adverse impact of $0.04
per diluted earnings per share.
(5)
Segment operating results reflect earnings before the corporate and unallocated shared expenses, restructuring and
impairment charges, other income, net, interest expense, net, income taxes and noncontrolling interests.

109
Comparison of five-year cumulative total return

The following graph compares the performance of the Company’s common stock with the performance of the S&P 500
and the Media Peers index assuming $100 was invested on September 27, 2013 (the last trading day of the 2013 fiscal
year) in the Company’s common stock, the S&P 500 and the Media Peers index.
$250

$200

$150

$100

$50

$0
September 27, 2013 September 26, 2014 October 2, 2015 September 30, 2016 September 29, 2017 September 28, 2018

$100 $138 $163 $149 $160 $193 The Walt Disney Company

$100 $120 $120 $137 $162 $191 S&P 500

$100 $120 $124 $125 $139 $156 11DEC201819524310

Media Peers

The Media Peers index is a custom index consisting of, in addition to The Walt Disney Company, media enterprises
CBS Corporation (Class B), Viacom Inc. (Class B), Twenty-First Century Fox, Inc. (Class A), and Comcast Corporation
(Class A). In prior years, the index also included Time Warner Inc., but this year Time Warner is excluded due to its
acquisition by AT&T during 2018.

110
BOARD OF DIRECTORS SENIOR CORPORATE OFFICERS PRINCIPAL BUSINESSES

Susan E. Arnold Robert A. Iger Bob Chapek

Operating Executive Chairman and Chief Executive Officer Chairman
The Carlyle Group Parks, Experiences and Consumer Products
Alan N. Braverman
Mary T. Barra Senior Executive Vice President, Alan Horn
Chairman and Chief Executive Officer General Counsel and Secretary Chairman
General Motors Company The Walt Disney Studios
Christine M. McCarthy
Safra A. Catz Senior Executive Vice President and Kevin A. Mayer
Chief Executive Officer Chief Financial Officer Chairman
Oracle Corporation Direct-to-Consumer and International
Zenia B. Mucha
John S. Chen Senior Executive Vice President and James A. Pitaro
Executive Chairman and Chief Executive Officer Chief Communications Officer Co-Chairman
BlackBerry, Ltd. Disney Media Networks,
Jayne Parker President
Francis A. deSouza Senior Executive Vice President and ESPN
President and Chief Executive Officer Chief Human Resources Officer
Illumina, Inc. Ben Sherwood
Brent A. Woodford Co-Chairman
Michael Froman Executive Vice President Disney Media Networks,
Vice Chairman and President, Strategic Growth Controllership, Financial Planning & Tax President
Mastercard Incorporated Disney/ABC Television Group
Robert A. Iger STOCK EXCHANGE
Chairman and Chief Executive Officer Disney common stock is listed for trading on
The Walt Disney Company the New York Stock Exchange under the
Maria Elena Lagomasino ticker symbol DIS.
Chief Executive Officer and Managing Partner REGISTRAR AND TRANSFER AGENT
WE Family Offices Broadridge Corporate Issuer Solutions
Fred H. Langhammer Attention: Disney Shareholder Services
Chairman, Global Affairs P.O. Box 1342
The Estée Lauder Companies Inc. Brentwood, NY 11717
Phone: 1-855-553-4763
Aylwin B. Lewis
Former Chairman, Chief Executive Officer E-Mail: disneyshareholder@broadridge.com
and President Internet: www.disneyshareholder.com
Potbelly Corporation
A copy of the Company’s annual report filed
Mark G. Parker with the Securities and Exchange Commission
Chairman, President and Chief Executive Officer (Form 10-K) will be furnished without charge
NIKE, Inc. to any shareholder upon written request to the
address listed above.

DIRECT REGISTRATION SERVICES

The Walt Disney Company common stock can
be issued in direct registration (book entry or
uncertificated) form. The stock is Direct
Registration System (DRS) eligible.
23NOV201308451837  Disney 16JAN201510203148
 The Walt Disney Company

STANDARDS OF BUSINESS CONDUCT

“In the end, the quality and integrity of our people and product
© 2017 The Walt Disney Company
All rights reserved. is paramount to us – it’s more important than anything we do.”
– Robert A. Iger
Standards of Business Conduct Contents ¦ Glossary ¦ Resources ¦ ¦ ¦
An Unparalleled
Commitment …
Dear Fellow Disney Team Member,
Throughout the years, we have earned the trust
of guests, audiences, consumers and shareholders
because of our commitment to high standards in
everything we do, everywhere we operate. Integrity,
honesty, trust, respect, playing by the rules, and
teamwork – these define not only the operating principles
of our Company, but also the spirit of our diverse global
workforce and how we function.
Our Standards of Business Conduct provide the
information, the resources and the tools necessary to
conduct ourselves ethically and in compliance with the
law. As a Cast Member or employee you are expected to
read and be familiar with the Standards and to use them
to guide the way you act.
Always remember that in every interaction, you are the
face of our Company. Act responsibly in all of your
professional relationships, in a manner consistent with
the high standards we set for our business conduct, and
speak up whenever you have a question or concern. As
we continue to create Disney Magic, make sure your
actions reflect your pride in yourself, those you work with
and the Company.
Robert A. Iger
4 5
Walt Disney Company
Speak Up
You have the right and the responsibility to protect our
Company from conduct that can threaten our day-to-day
operations, our reputation and our future growth.
The Guideline
is a resource for employees and Cast Members to
1) report questionable activities – including questionable
accounting or auditing matters; 2) report complaints regarding the
Company’s accounting, internal accounting controls or
auditing matters; 3) ask for guidance on any business
conduct-related issue; or 4) make the Company aware of any
suspected unethical or illegal conduct, or violation of our
Standards of Business Conduct or of any other Company policies.
Cast Members and employees in the United States
and Canada, may report online:
www.disneyguideline.com
Or call anytime, day or night:
800-699-4870
Concerns are addressed promptly and fairly. Our Company
does not tolerate any form of retaliation against anyone who
makes a good faith report of potential misconduct or helps
with an investigation. Reports are accepted anonymously
where permitted by law.
Note that all references in this document to the Guideline
refer to the information on this page.
Standards of Business Conduct Contents ¦ Glossary ¦ Resources ¦ ¦ ¦ The Walt Disney Company

Contents
Accurate Recordkeeping and Financial

1
Reporting and Complaints Regarding
Accounting and Auditing Matters 23
Integrity: Our Standards Speaking on Behalf of our Company 24

Why We Have Standards of Business Conduct

Who is Required to Follow the Standards What
the Standards Mean for You
Asking Questions, Sharing Concerns:
1
2
2
5 Play by the Rules: Our Commitment
to Lawful Business
Practices

The Guideline 3
Competition Laws 27

2
Trade Secrets, Trademarks, Patents and
Copyrights 28
Trust: Our Commitment to Guests and Product Safety 29
Customers Food and Drug Safety 29
Anti-corruption, Anti-bribery 30
Safety 5
Export, Import and Anti-boycott Laws 32
Quality 5
Doing Business with and Providing Information
Protecting Privacy 6
to the Government 33

3
Inside Information and Securities Trading 34

6
Money Laundering 35
Teamwork: Our Commitment to Each Other
Respect: Our Commitment to the
Fairness, Dignity and Respect 9
Community
A Diverse Workforce 10

4
An International Presence 37
Labor Standards 38
Honesty: Our Commitment to the Company The Environment 38
and our Shareholders Charitable and Political Activities 39

Conflicts of Interest 11
GLOSSARY 41
Gifts, Entertainment and Hospitality 14
Gifts and Anti-corruption Compliance 19
RESOURCES 43
Vendors, Suppliers and Customers 19
Protecting Company Assets 21
Employee Complaint Procedures for
Accounting and Auditing Matters 43
Standards of Business Conduct Contents ¦ Glossary ¦ Resources ¦ ¦ ¦ The Walt Disney Company

“Yesterday,my
Who is Required to Follow the Standards supervisor asked me
to do something that
violates our
Our Standards apply to all Cast Members Standards. I’m not
and employees (including temporary, part- sure what to do ….”
time and seasonal employees) as well as
You have a responsibility
others who are identified with our Company to comply with our

1
as acting on its behalf. Standards, even if your
supervisor asks you to
Integrity: Our Standards What the Standards Mean for You
do otherwise. No one –
not even your supervisor
Why We Have Standards of Business Conduct – has the authority to tell
We do what’s right As a Cast Member or employee, you have a you to do something
responsibility to: illegal or unethical. Talk
and take The connection we share with people around the to someone else in
responsibility for world through the content, entertainment and management or contact
our actions to experiences we offer is a privilege, one we must • Act with integrity and honesty on the job. your Human Resources
protect our guests, • Comply with all applicable laws and representative, The
never take for granted. We recognize that our
Guideline or the Legal
our audiences, our continued success depends upon a commitment regulations in performing your duties.
department for help.
consumers and our to conduct business with honesty, integrity and in • Be familiar with the Standards, follow them
shareholders. compliance with the law everywhere we operate. at all times and seek help when you have
a question.
Our Standards of Business Conduct (or “Standards”) • Share concerns about any conduct that
are a reflection of that commitment and provide you violates our Standards.
Not sure? Ask yourself:
with the information you need to do the right thing on
We are committed to compliance with our • Is it legal?
the job and preserve the reputation we have earned
• Does it comply with our
as an ethical company. Standards. Anyone who violates them is Standards?
subject to disciplinary action, up to and • What would someone I
including termination. Remember, one of the respect say about my
Keep in mind, no document can address every actions?
situation you may possibly face in your everyday best resources for solving an ethical dilemma
work. We rely on you to use these Standards as well is your conscience. If an action you’re
as your good judgment to guide your behavior and to contemplating feels dishonest, unethical or
ask questions if you are ever unsure of the proper illegal, it probably is.
course of action.
If you are a supervisor, you have a greater
For more information regarding the Company’s level of responsibility. We look to you to
ethics and compliance policies, including model ethical behavior and promote a
the Standards of Business Conduct, you may visit workplace where Cast Members and
www .disneyglobalcompliance . com employees feel comfortable coming forward
with concerns and questions. Our Company
1 2
 Contents ¦ Glossary ¦ Resources ¦ ¦ ¦
is committed to open, free and effective
channels of communication, so promote an
“open door” policy, be a good listener and
work to earn the trust of your co-workers.
Make sure you are familiar not only with the
Standards but also with the specific laws and
policies that apply to you and your team. Our
Standards may complement other policies,
procedures and our employment
agreements. If you or anyone on your team
encounters an inconsistency or conflict, seek
the help of your supervisor or Human
Resources representative or The Guideline.
Asking Questions, Sharing Concerns: The
Guideline
One of our greatest assets is our reputation.
We’re known for operating with high ethical
standards everywhere we do business. Our
continued success depends, in part, on your
commitment to doing the right thing and
speaking up if you see or suspect someone
is violating our Standards.
You have the right and the responsibility to
protect our Company from conduct that can
threaten our day-to-day operations, our
reputation and our future growth. If you ever
have questions about our Standards or
Company policies or if you see or suspect
a violation, we rely on you to share them
3 4
The Walt Disney Company
with your supervisor, your Human Resources The Guideline offers
representative or The Guideline. a way for you to:
• Share concerns about
questionable activities
Available anytime night or day, The Guideline
• Report known or
is operated by an independent, third-party suspected acts of
company located in the United States and financial misconduct or
allows you to submit an online report or other violations of our
Standards
share your concerns in your own language
•
with a professional interview specialist. Ask for guidance on any
business conduct-
Reports are accepted anonymously where
related issue
permitted by law.
Regardless of whom you contact, you
may be assured that your concerns will
be addressed promptly and fairly. Our
Company does not tolerate any form of
retaliation (including separation, demotion,
suspension or loss of benefits) against
anyone who makes a good faith report
of potential misconduct or helps with an
investigation. We want you to be free to ask
“I have an issue that
questions and raise issues without fear of I’d like to discuss with
retaliation, secure in the knowledge that you someone in Human
did the right thing in coming forward. Resources, but my
supervisor told me that
Sometimes, it may seem easier to keep quiet all issues should be
or look the other way when someone violates discussed with her
our Standards, but doing nothing can, in first. Is that right?”
It’s a good idea to
itself, result in serious consequences. When discuss issues and
you speak up about unethical and illegal concerns with your
behavior, you’re saying that an honest and supervisor first, but if, in
ethical workplace matters to you. a particular situation, you
feel uncomfortable doing
so, you are free to
contact another member
of management, your
Human Resources
representative or
The Guideline.
Standards
t of Business Conduct
2 Trust: Our Commitment to
We are committed to
our guests and our
customers – they are
the reason we
are here.
5 6
Contents ¦ Glossary ¦ Resources ¦ ¦ ¦
Guests and Customers
Safety
Promoting the health, safety and welfare of our
guests and customers is a critical responsibility – one
that should never be ignored, minimized or sacrificed.
All of us share the responsibility of helping to make
guests safe and secure. Do your part to meet our
high standards, whether you are designing, building,
operating or maintaining our Company attractions,
products or facilities. Remember, the commitment you
make preserves not only the safety of our guests and
customers but also a safe workplace for your fellow
Cast Members
and employees.
Quality
We are recognized as providers of high-quality
content, entertainment and experiences of all kinds,
including films, television programs, news and
information, theme park attractions and resorts,
online experiences, consumer products and stores.
Each of us has a responsibility to build quality into
The Walt Disney Company
every product and service we deliver and "... build quality into
every interaction we share. That means being every product and
service we deliver
courteous, knowledgeable and passionate and every interaction
about providing a high-quality experience to we share."
all of our guests and customers. It also
means creating products and services that
we are proud to identify as ours.
Protecting Privacy
In compliance with data privacy laws, we
work to keep personal data private. Personal
data includes any information that directly or
indirectly relates to a person; for example
office e-mail addresses, telephone numbers,
images, credit card information, etc. You are
expected to follow all Company policies as
they relate to handling and retention of the
information.
If you work with personal information as part
of your job, use it only for legitimate business
reasons and in compliance with all applicable
privacy notices or policies. There are strict
rules about collection of personal information
for marketing purposes – if you’re not sure
what is permissible, ask. Breaches of data
privacy can expose you and the Company to
legal penalties and harm the reputation we’ve
earned as an ethical company.
Standards of Business Conduct Contents ¦ Glossary ¦ Resources ¦ ¦ ¦ The Walt Disney Company

Be sensitive when sharing personal

information. Personal information
regarding guests or customers should never
be disclosed to anyone, except as permitted
by law and by the Company. Before sharing
personal information with anyone – inside or
outside of the Company – make sure the
recipient is authorized to receive the
information, that he or she knows the
information is confidential and understands
how the information is to be used or
disseminated and that it is legally permitted
to share that information. You should
contact the Legal department if you have
any questions.

Limit the amount of information shared

to only what is needed to accomplish the
business requirement. Be sure to obtain
a confidentiality or privacy agreement,
if required, before disclosing personal or
confidential information to individuals
outside of our Company.

Want to know more?

Information Security Policies

and Standards

7 8
Standards of Business Conduct
3
We work together to
protect the heritage
we have built as a
company with high
ethical standards.
9 10
Contents ¦ Glossary ¦ Resources ¦ ¦ ¦ The Walt Disney Company
Cast Members and employees are made “I overheard a co-worker
fairly, with discretion and respect for privacy. use insulting language
when referring to
A Diverse Workforce someone on our team.
What should I do?”
Each of us is a valued member of the team. Language that is
disrespectful of a
We embrace our multicultural workforce and person’s race, religion,
tap the unique talents and potential of every color, sex or any other
Cast Member and employee to create protected class doesn’t
Teamwork: Our Commitment superior products and services. To foster fit in a workplace that
to Each Other diversity, we:
values diversity. If you
feel comfortable doing
Fairness, Dignity and Respect so, say something to
• Seek to attract and develop a workforce that your co-worker to
reflects the guests and customers, business express your concern. If
Our Cast Members and employees are the you don’t, speak to your
partners, shareholders, labor markets and
cornerstone of our magic. We are committed to a supervisor, your Human
communities in which we do business. Resources
work environment where everyone is afforded the
• Maintain a workplace that offers open representative or call
dignity and respect that they deserve. We don’t allow
opportunities to all, recognizing individuals The Guideline.
any form of harassment or discrimination
for their experience, performance, training,
on the basis of race, religion, color, sex, sexual
work history and potential.
orientation, gender identification, national origin, age, "Each of us is a valued
marital status, covered veteran status, disability, member of the team."
pregnancy or any other basis prohibited by
applicable law. If you see or suspect any violation, or
feel you, yourself, are a victim of harassment or
discrimination, promptly report it.
For more information, please consult the Employee
Policy Manual or, if you work for Pixar, the Pixar
Employee Handbook.
We promote professional development. We are
also committed to offering opportunities for Cast
Members and employees to develop and advance
professionally, in a manner consistent with their
abilities. Any decisions related to hiring, evaluating
performance, promoting, disciplining or terminating
Standards of Business Conduct Contents ¦ Glossary ¦ Resources ¦ ¦ ¦
4
Honesty: Our Commitment to
the Company and
our Shareholders
Protecting our Conflicts of Interest
reputation requires
Our business is built on public trust and confidence
a commitment
and an expectation by guests and customers that they
to truth and high
can depend on our products and services. To deliver
standards in
our very best, each of us has an obligation to make
everything we do.
objective decisions on behalf of the Company and
avoid situations where a conflict (or apparent conflict)
exists between the Company’s interests and our own,
personal interests.
It’s impossible to list all of the situations that could
present a potential conflict of interest, but there
are certain situations where conflicts often arise. It’s
important that you are familiar with these situations,
recognize a potential conflict when you see one and
take the appropriate action.
Doing business with family can present a conflict
of interest. Even if you work to remain objective
in your business dealings, the fact that you share
a personal relationship or financial interest with
someone or a company can create the appearance of
a conflict of interest. As a result, you may not conduct
business on behalf of our Company with a member of
your immediate family or with a company
11
The Walt Disney Company
in which you or a member of your immediate “When my department
family has a financial interest, which is defined hosts special events,
as any paid relationship or arrangement my team puts me in
charge of catering
(for example as an agent, representative,
because my daughter-
employee, promoter, consultant or “finder”) with in-law owns a local
a business or any ownership interest (of stock, restaurant that
partnership, interest, etc.) other than not in provides great food at a
excess of 5 percent of a publicly-traded entity discount. Is that okay?”
unless you obtain approval from the No, even if the restaurant
Management Audit department. offers a great meal at a
great price, selecting your
daughter-in-law’s
What about situations where you are not
business without prior
actually conducting business yourself with
approval from the
a member of your immediate family or a Management Audit
company owned by an immediate family
department may give the
member, but you are in a position to influence appearance that we
or affect our Company’s business relationship chose her business
because of your family
with that person or company? If you or a
connection.
member of your immediate family has a
material financial interest in a company that is
or wants to do business with our Company, you
must disclose that information to the
Management Audit department as soon as you
become aware of it.
Don’t ask others to do something you
are prohibited from doing. If you are a
supervisor, you may not allow (or direct)
any employees you directly supervise to
conduct business with you or members
of your immediate family or companies in which
your immediate family has a financial interest,
unless approval is obtained from the
Management Audit department.
In situations where employees you indirectly
supervise are conducting or intending to
conduct business with a member of your
12
Standards of Business Conduct
“To make some extra
money, I’ve started my
own Internet business
on my home computer.
Is that okay?”
It’s always best to check
with your supervisor but,
in general, as long as the
business doesn’t
compete with the
Company’s business,
use Company assets or
interfere with your ability
to do your job, it is
acceptable.
13
Contents ¦ Glossary ¦ Resources ¦ ¦ ¦ The Walt Disney Company
immediate family or company in which you Gifts, Entertainment and Hospitality
or your immediate family has a financial
The exchange of gifts is often a common business
interest, you must disclose the situation to
practice and one that can build goodwill among
the Management Audit department as soon
companies with which we do business, but when
as you become aware of it.
gift-giving becomes lavish or frequent, it can
suggest something improper. That’s why we have
Be careful in working for or investing in
policies in place to help you determine what’s
other companies. Working for or having a
appropriate – and what’s not – in terms of giving or
material financial interest in a company that
receiving gifts.
competes with our Company can present a
conflict. A conflict can also arise if you work
Our policies are designed to:
for a company that has no association with
ours but your work interferes with the time,
• Comply with the law and, when giving a gift,
talent and energy you bring to the work you
comply with the company policies of the person
do for our Company.
receiving the gift.
• Make sure our success is based on the merits of
Therefore, if you are considering investing in
our products and services, not gifts we give or
such a company, starting your own business
receive.
or accepting a second job, talk to your
• Promote transparency – we don’t engage in any
supervisor to make sure there is no conflict.
activity that would compromise our professional
If you have questions about investments judgment or suggest favorable or preferential
and possible conflicts, contact the treatment.
Management Audit department.
What is a “Gift”? A gift is anything of value. It
Are you involved in decisions regarding
includes tangible items such as jewelry and art, but
our Company and a financial institution?
also intangible items such as discounts, services,
If you play a role in establishing or
loans, favors, special privileges, advantages, benefits
managing a relationship between our
and rights that are not available to the general public.
Company and any financial institution, you
A “gift” also includes meals, entertainment, hospitality,
may not enter into any transaction with – or
vacations, trips, use of vacation homes, tickets
receive any benefit or opportunity from – the
to sporting or music events, golf outings, vendor
institution that isn’t generally available to
familiarization trips and use of recreational facilities.
other customers or clients. This policy also
Under no circumstances should you ever solicit a gift
applies to members of your immediate
from any person or company that is doing – or seeks
family or a business where you or your
to do – business with us unless it is for charitable
family have a material financial interest.
purposes and no employee or Cast Member receives
any benefit. Note that meals, entertainment and
hospitality may also qualify as a gift.
14
Standards of Business Conduct Contents ¦ Glossary ¦ Resources ¦ ¦ ¦
"… Disney’s success Giving gifts: What’s our policy? Offering
is based on the gifts to win or keep business is unethical
merits of our and, in many cases, illegal. Be sure you
products and
services, not gifts we understand the rules and ask questions
give or receive." if you’re ever unsure about whether a
particular gift is okay. In general, you should
never give a gift that:
• Is (or could reasonably be perceived to be)
an inducement to do business with our
Company
• Would be considered excessive under the
circumstances
• Would violate our Company policies or those
of the recipient
• Would be contrary to the interests of our
Company
• Is, in fact, different from what you reported
either to us or to others
In addition, if you are located in the United
Kingdom, work for a Disney entity that is
subject to U.K. law, or are otherwise subject
to U.K. law you must obtain approval
from your immediate manager before giving
any gift in connection with any
business relationship.
Accepting gifts: What’s our policy? From
time to time, you may be offered gifts from a
person or a company that does – or seeks to
do business – with us. Use the following
information to guide your decision-making
and ask for help if you are ever unsure of the
proper course of action. Note that this policy
applies whether you are personally offered a
gift or if a gift is offered for the benefit of
15
The Walt Disney Company
a specific group or department at the Company
(including as a prize to be distributed at a party or
event).
• Gifts worth not more than US$75:
In general, you may accept a gift as long as the
total value of all gifts received from such person or
company does not exceed US$75 in value in any
one calendar year. Keep in mind gifts of cash or
cash equivalents such as checks or gift cards that
can be converted to cash are never acceptable.
• Gifts greater than US$75 but less than US
$500: Gifts within this range are subject to our
“ordinary course of business” test. Ask yourself:
- Would the gift be considered customary given
your job duties, job title and seniority? If the
gift was reported in the media, would others
think favorably of you? Of our Company?
- Would the gift complement or enhance a
business relationship? For offers of hospitality
or entertainment, is the person extending the
offer going with you?
If the answers to these questions are “yes,”
based on your good faith assessment, you may
accept the gift without notifying the Management
Audit department.
In addition to the other requirements of this
policy, if you are located in the United Kingdom,
work for a Disney entity that is subject to United
Kingdom law, or are otherwise subject to U.K.
law you must obtain approval from your
immediate manager before accepting any gift
whose fair market value exceeds US$75.
16
Standards of Business Conduct
“One of my vendors
routinely provides
me with tickets to a
professional football
game – is that a
violation of our gift
policy?”
Use the “ordinary course
of business” test. Let’s
assume the gift is
customary given your
position at the Company.
Ask yourself: Does the
gift complement or
enhance my business
relationship? Certainly, if
the vendor just passes
the tickets on to you and
does not attend with you,
the event clearly does not
offer an opportunity to
build upon your working
relationship. In that case,
you should either: return
the gift to the vendor with
a polite letter that
references our policy or
accept the gift but write a
check to the Company for
the amount by which the
fair market value of the
tickets exceeds US$75
(generally, the fair market
value will be determined
by Management Audit
and the proceeds of the
check will be used by the
Company for charitable
purposes).
17
Contents ¦ Glossary ¦ Resources ¦ ¦ ¦ The Walt Disney Company
If the gift fails the “ordinary course of Gift Decision Tree
business” test, you must either: (1) return
the gift letting the giver know that it is Can I Accept It?
against Company policy to accept it; (2)
give the gift to the Company so it may be Is the gift worth more
either donated to charity or otherwise than US$75?
disposed of; or (3) keep it and write a NO
check to the Company for the amount by
which the fair market value of the gift You may accept it
exceeds US$75, which will be used by the as long as it’s not
cash or a cash
Company for charitable purposes. equivalent and the YES
combined value of
• Gifts greater than US$500: If you are gifts from the giver
is less than US$75
offered a gift that you, in good faith, Does it pass the
in one calendar "ordinary course
believe meets the “ordinary course of year. of business" test?
business” standard but exceeds US$500 YES NO
in value, you have the option to refuse or
accept the gift. If you decide to accept it, Is its value more
than US$500?
you must notify the Management Audit
department within 15 days of receipt.
They will review the gift and determine NO YES
whether it was, in fact, within the You may accept it as Either: You may:
“ordinary course of business.” If long as it's not cash or a 1. Refuse it 1. Return it.
cash equivalent. or 2. Give it to Disney for
Management Audit determines it was not,
2. If covered by U.K. law, obtain donation or other
you will be required to pay – or make a If you are covered your manager's approval use.
by U.K. law, you must and 3. Keep it and pay
charitable donation through the Company obtain your immediate 3. Notify Management Audit within difference > US$75.
equal to – the amount by which the fair manager's approval 15 days for "ordinary course of
before accepting the gift. business" determination.
market value of the gift exceeds US$75.
• Meals: Meals are not subject to a dollar-
Note that :
value limit as long as they meet the
1) Gifts of cash or cash equivalents may never be accepted, and
“ordinary course of business” test. Good
2) Meals in the “ordinary course of business“ are not subject to a dollar
working relationships are important to our
value limit.
business, but use good judgment and be
careful to avoid even the perception of This is a general framework for decision-making. Keep in mind, we
never accept any gift if it would compromise our professional
something improper. judgment or suggest favorable or preferential treatment. Contact the
Management Audit department regarding any questions or concerns
regarding Disney’s gift policy.
18
Standards of Business Conduct Contents ¦ Glossary ¦ Resources ¦ ¦ ¦
Gifts and Anti-corruption Compliance
In addition to the requirements for accepting or
receiving gifts stated in this document you must
also be mindful of the Company’s Anti-corruption
Policy which is available at
www.disneyglobalcompliance.com. Please note
that any gift – including meals, entertainment, and
hospitality – given to a “government official” (which
term is defined in the Anti-corruption Policy) that is
worth more than $20 USD, or a meal that cost
more than $100 USD per person, must be
approved in advance by the Legal department or
the Company’s Chief Compliance Officer. Your
business segment may have more stringent
requirements so check with your local legal
department for further guidance.
Vendors, Suppliers and Customers
Be fair and ethical in purchasing decisions. If you
purchase products or services for the Company,
put the Company’s interests first and seek to
obtain the maximum value for the money spent
consistent with Company policy. You must also
comply with the Company’s competitive bidding
policy.
Treat all vendors fairly, honestly and courteously.
Avoid unfair buying tactics and favoritism, and
never take unfair advantage of any vendor through
manipulation, concealment, misrepresentation of
material facts or any other unfair practice.
We are committed to having our suppliers reflect
the same diversity that we seek in our workforce.
Work to identify minority and women-owned
business enterprises, and evaluate them in
accordance with their qualifications.
19
The Walt Disney Company
Know your obligations as they relate “I found a vendor’s
to customers and licensees. Treat others as confidential five-year
you wish to be treated. Understand the policies plan in one of our
and standards that are applicable conference rooms.
What should I do?”
to our Company. Don’t misrepresent the
characteristics or capabilities of our products or Do not read the
recommend products or services that don’t information or share it
with others. Deliver the
meet a customer’s needs.
plan promptly to the
Legal department for
Be careful when collecting information follow-up.
about competitors, customers and vendors.
You have a responsibility to comply with Company
policy in gathering competitive information in the
marketplace. Although the standard for what is
acceptable and what isn’t may vary from country
to country, the Company prohibits certain
practices that are always improper as follows:
• Theft
• Blackmail
• Wiretapping
• Bribery
• Trespassing
• Industrial espionage
• Receipt of stolen property
• Asking or inducing someone to disclose
information that is confidential regarding a
current or former employer. (Note that
collecting information for newsgathering
purposes is governed by other policies set
forth elsewhere.)
In addition, collecting information by
misrepresenting facts, employee identity or
Company affiliation is also prohibited without
the prior approval of the Company’s General
Counsel.
20
Standards of Business Conduct Contents ¦ Glossary ¦ Resources ¦ ¦ ¦
If you find you’re in possession of information
that may have been obtained unethically
or illegally, or if you’re ever in doubt about
whether a particular practice for the collection
of information is proper, contact the Legal
department or The Guideline.
Protecting Company Assets
Our assets – whether information, physical,
financial or technology assets – are essential
to operating our Company successfully. As a
“I have a friend who is
starting a new Cast Member or employee, you have a
business and has responsibility to use them only for legitimate
asked me for a list of Company business and safeguard them
customers who might against theft, loss, waste or abuse. Never use
be interested opportunities you discover through the use of
in her services. Is that Company assets for your personal gain.
okay?”
No, our customer lists Confidential information is protected non-
are private and should
public information you may be exposed
never be shared with
anyone outside our to as part of your job and can relate to
Company (or with our Company, guests, customers, vendors
anyone inside our or other Cast Members and employees.
Company who does not It represents one of our Company’s most
need the information to
valuable assets and should never be used for
do his or her job).
your personal benefit or disclosed to others
inside or outside of the Company who don’t
have the right to it – and the need for it – to
carry out their assigned work. Note, however,
that the obligation not to disclose confidential
information does not apply to a disclosure
made 1) in confidence to an attorney or
directly or indirectly to a federal, state, or
local official, as long as the disclosure is
made solely for the purpose of reporting or
investigating a suspected violation of law or
2) in a complaint or other document filed in a
21
The Walt Disney Company
lawsuit or other proceedingas long as the filing “A co-worker asked me
is made under seal. to make her a copy of
some spreadsheet
software we use in our
Examples of confidential information include:
department. That’s
okay since we work
• “Inside” information about our Company that for the same company,
could reasonably influence someone in right?”
making decisions to buy or sell stock in a No, copying the software
company (ours or someone else’s). For more could violate our license
information, see the Inside Information and agreement as well as
copyright laws. Unless
Securities Trading section
you have appropriate
• Cast Member and employee personnel
permission to do so,
information never copy any software
• Non-public sales and earnings figures – even for business use.
• Financial projections or strategic plans
• Information about contemplated acquisitions,
mergers, stock splits or sales of associated
companies or real estate transactions
• Strategic business or marketing plans
• New creative projects contemplated by the
Company
Except as otherwise stated in this section,
never disclose any confidential information to
any party except as specifically authorized by
management and be careful not to discuss
confidential information in public areas. Be
sensitive to conversations you have via cell
phone or on elevators and take care in dialing
fax numbers or sending e-mails if transmitting
confidential information electronically.
Our technical and creative works are
renowned the world over. You have a
responsibility to protect our trade secrets and
proprietary information even after you leave
the Company.
22
Standards of Business Conduct Contents ¦ Glossary ¦ Resources ¦ ¦ ¦
“I think my supervisor Safeguard our physical and electronic
lists expenses on his assets, too. Our Company assets also
expense report that include the physical space where you work,
he didn’t incur. Should
the equipment and supplies you use and the
I say something to
computer resources you access. Hardware,
someone?”
software, e-mail, voicemail, intranet and
Yes. Lying on an Internet access, computer files and programs
expense report is not
only a violation of our – including any information you create, send,
Standards, but is plainly receive, download or store on Company
wrong. Report your assets – are Company property, and we
concern to your Human reserve the right to monitor their use, where
Resources permitted by law to do so.
representative, the
Management Audit
department or contact Never install unauthorized software, hardware
The Guideline. or storage devices on your Company-issued
computer and don’t access our network
through unauthorized applications or devices.
Use good judgment if authorized to use
Company-provided Internet access; take care
to never violate a law, harass other users,
disclose confidential information or interfere
with network users, services or equipment.
Accurate Recordkeeping and Financial
Reporting and Complaints Regarding
Accounting and Auditing Matters
Accurate and complete recordkeeping is
essential to the successful operation of our
Company, as well as to our ability to meet our
legal and regulatory obligations. You have a
responsibility to be accurate, complete and
honest in what you report and record to meet
regulatory requirements, as well as in all
Company documents, including accounting
records, time cards, expense reports,
invoices, payroll records, safety records,
23
The Walt Disney Company
business records, performance evaluations, “A local reporter
etc. approached me at
work and asked me to
comment on a rumor
If you see or suspect financial misconduct, circulating about our
notify your supervisor immediately and Company. It was a
contact the Management Audit department great opportunity to set
the record straight, but
or The Guideline. For more information,
I didn’t think I should
refer to the Employee Complaint Procedures
say anything.”
for Accounting and Auditing Matters.
Your instincts were
You are also responsible to provide accurate right. Unless you
are an authorized
information in connection with our financial
representative, you
reporting obligations.
should not speak on
behalf of the Company.
Comply with Company policy when it Direct the reporter
comes to retaining, storing and to the Corporate
disposing of Company records. Our Communications
department.
records management and retention policy
ensures that we maintain the records we
need to meet our legal, tax and regulatory
requirements and securely dispose of
records that are no longer needed. Take
care never to dispose of information that
may be relevant to current or threatened
litigation or subject to a legal hold until you
are authorized in writing to do so by the
Legal department.
Speaking on Behalf of our Company
Our Company conducts business in many
parts of the world and the public expects the
information we provide to be accurate. It’s
critical that information provided to the
public is complete, consistent and accurate
and also that confidential information is
protected. Unless you are an authorized
24
Standards of Business Conduct Contents ¦ Glossary ¦ Resources ¦ ¦ ¦ The Walt Disney Company

Company spokesperson, don’t speak on behalf

of the Company. Instead, refer the individual to
one of the following:

• For media inquiries, contact the Corporate

Communications department.
• For questions regarding financial
performance, contact Investor Relations.
• For legal issues, contact the Legal
department.

Be responsible in your use of social media.

Use online tools in a way that is consistent with
our Company policies. Certainly when
speaking about the Company you should be
professional, truthful and accurate. Regardless
of whether you access the Internet via our
systems or yours, be sure to respect your
obligation to protect confidential information
and the confidential information of companies
with which we do business. If you comment
online regarding any aspect of Company
business, identify yourself as an employee and
make it clear that the views posted are your
own and not those of our Company.

Want to know more?

Employee Policy Manual,

see “Use of Social Media”

25 26
Standards of Business Conduct Contents ¦ Glossary ¦ Resources ¦ ¦ ¦
5
Play by the Rules: Our
Commitment
to Lawful
Business
Practices
We are committed to
Competition Laws
comply with the law
everywhere in
We expect Cast Members and employees to compete
the world that
aggressively, but fairly, and to sell our products and
we operate.
services on the basis of quality and merit. Antitrust and
competition laws are designed to promote a free and open
marketplace. You have a responsibility to comply with
these laws wherever you do business and avoid conduct
that might suggest a violation. Failing to do so can subject
both you and the Company to imprisonment, substantial
criminal fines and civil financial liability.
Antitrust laws (sometimes called “competition
laws” or “unfair trade laws”) prohibit agreements
that unreasonably restrict competition. Don’t enter
into any agreement or understanding, whether formal
or informal, with a competitor, customer or supplier to:
• Set prices or price-related terms, also known as
“fixing” prices
• Refuse to deal with a customer or supplier
• Divide territories or customers
27
The Walt Disney Company
Also, in certain circumstances, using market
power to coerce buyers to buy unwanted
products by tying them to other “must have”
products, may be prohibited.
Keep in mind, antitrust laws are complex and
differ from country to country. Entering into
exclusive dealing or licensing agreements,
engaging in pricing practices that suggest a
monopoly, charging different prices to different
customers for the same product – those and
many similar practices may raise issues under
antitrust laws. If you ever have a question about
how antitrust and competition laws apply to a
particular business situation, you should seek
help from the Legal department or contact
The Guideline.
Trade Secrets, Trademarks, Patents and
Copyrights
You must honor the trade secrets, trademarks,
patents and copyrights of others. This includes
trade secrets of previous employers. While our
Company is entitled to your skills and creative
energy while you work here, we do not want to
learn of secrets you developed or learned about
through previous employers.
Copyright infringement issues can be
complex. A person who infringes a copyright
willfully and for commercial advantage may be
subject to civil liability as well as criminal
prosecution. There are some circumstances,
however, where it is proper to reproduce
portions of copyrighted work for purposes of
criticism, comment, news reporting, teaching
and research; this is called “fair use” and
28
Standards of Business Conduct Contents ¦ Glossary ¦ Resources ¦ ¦ ¦
doesn’t violate copyright law. However,
making fair use determinations is difficult and
must be done on a case-by-case basis. Don’t
take chances: any questions about what is
permissible – and what isn’t – should be
directed to the Legal department to ensure
compliance with the law.
Product Safety
The safety of products bearing Disney
brands, characters and other intellectual
property is of crucial concern to the
Company. We require that licensees and
manufacturers comply with all applicable
legal and regulatory safety requirements and
conduct safety tests by independent, certified
third-party testing laboratories or equivalent
procedures.
If you become aware of a product safety
concern regarding any Disney-branded
product immediately contact the Disney
Product Integrity group at 818-560-3474.
Food and Drug Safety
We are recognized around the world, among
other things, as a provider of high-quality
food products and merchandise. We rely on
you to preserve the reputation we’ve earned.
Comply with all applicable food and drug
laws and cooperate fully with all federal and
state inspectors who come to our facilities.
Make sure you:
29
The Walt Disney Company
• Store, prepare and serve food, drugs and
other products in a sanitary and healthful
condition.
• Never represent that a product has been
inspected or labeled as fit for use if it
hasn’t been.
• Don’t sell anything that is improperly or
incompletely labeled.
• If a product needs inspection, don’t allow it
to be purchased or sold in any of our
facilities without inspection.
Anti-corruption, Anti-bribery
We never, under any circumstances, offer
bribes or influence decisions through
improper means. As a global company, we
have a duty to comply with the laws in the
countries in which we do business as well as
the U.S. Foreign Corrupt Practices Act
(FCPA) and (if it applies to you) the U.K.
Bribery Act. As a Cast Member or employee,
you need to understand and comply with the
FCPA and the U.K. Bribery Act as well as
any other anti-corruption laws that apply
where you operate. Violations can result in
lawsuits, substantial fines – even
imprisonment for individuals.
The rules for giving gifts to government
officials are very strict. Never offer, promise
or give (either directly or indirectly) anything
of value to induce or influence a government
official (including officials of international
organizations, political parties
30
Standards of Business Conduct
“Anything of value”
could be:
• Free or discounted
goods or services
• The promise of a job
• A charitable or political
contribution
• Gift certificates or gift
cards
• Use of materials,
facilities or equipment
• A loan
• Tickets to a theme park
or resort accommodations
31
Contents ¦ Glossary ¦ Resources ¦ ¦ ¦
and employees of state-owned or state-
controlled enterprises) to gain an improper
advantage or to do something improper.
Violations can subject you and our Company
to severe penalties and damage our public
reputation.
Regardless of local practice or the practices
of other companies, make sure you avoid
even the appearance of doing something
improper.
For more information, see our anti-corruption
policy.
Giving any gift requires accurate
recordkeeping. Any gift permitted under our
policy and given by you in connection with
your job must be transparent and recorded
accurately in our corporate books and
records. When completing an expense report
regarding the gift, you are required to
accurately state the purpose of the expense
and the person to whom you gave it. You
must also identify whether it was given to a
government official – in which case you
should have obtained the approval of the
Legal department in advance.
Before engaging in any transaction which
you think is questionable, you must consult
with the Legal department. If the transaction
is approved, make sure it is accurately
reported in our Company’s books
and records.
The Walt Disney Company
We could be responsible for bribes made
on our behalf by third parties. Our Company
may be liable if a bribe is paid on our behalf,
even if we did not authorize it to be paid, so it
is critical that we are careful in the selection of
agents, i.e., those people or companies who
act on our behalf. Exercise due diligence to
make sure our agents are reputable and that
they agree to conduct business in compliance
with anti-bribery laws and regulations.
A full statement of the Company’s Anti-
corruption Policy can be found at
www.disneyglobalcompliance.com. That
Policy is called “The Walt Disney Company
and Affiliates Global Anti-corruption Policy.” It
sets forth in detail the policies and procedures
to be followed regarding anti-corruption and
anti-bribery compliance. If you have any
questions about the Policy please contact
the Legal department or the Guideline.
Export, Import and Anti-boycott Laws
We comply with all applicable laws, regulations
and restrictions in the import or export of
products, services, information or technology,
wherever we operate in the world. If you
are involved in the movement of goods or
technology across international borders, make
sure you know and comply with:
• Any U.S. restrictions on doing business with
certain foreign countries
• All applicable export control requirements
• The trade laws and regulations associated
with the countries in which you do business
32
Standards of Business Conduct Contents ¦ Glossary ¦ Resources ¦ ¦ ¦ The Walt Disney Company

We also have a responsibility to comply with
U.S. anti-boycott laws. If you receive a
request to comply with a foreign boycott (or
a request to supply boycott-related
information), consult with the Legal
department to determine the appropriate
course of action.
Doing Business with and Providing
Information to the Government
Doing business with the government is
highly regulated and typically follows stricter
rules than those in the commercial
marketplace. If you work with government
officials or a government-owned (or partially-
owned) company, you have a special duty to
know and comply with applicable laws and
regulations, adhere to the highest standards
of integrity and avoid even the appearance
of impropriety.
We are committed to full compliance with
the law, wherever we operate. If you are
responsible for acting on our Company’s
behalf in providing financial information,
complying with the tax laws or meeting
cash-related reporting requirements or any
other legal or regulatory requirements,
always be accurate and timely. Moreover,
never destroy, discard, tamper with, conceal
or make any false entries on documents you
provide to government agencies or officials.
The same is true for responding to any
request in connection with a government
investigation or proceeding. If you “I just heard about a
ever receive such a request you should large contract Disney
entered into with
immediately advise the Legal department
one of our suppliers.
and follow its instructions to ensure that the A friend of mine
information or documents we provide fully owns stock in the
comply with our legal obligations. supplier’s company and
mentioned recently that
Inside Information and Securities Trading he planned to sell it.
I know I can’t tell him
about the news of the
As a Cast Member or employee, your job award, but is it okay to
may expose you to material, nonpublic encourage him to hold
(or “inside”) information about our Company on to his stock?“
or companies with which we do business. No, you cannot help
Material inside information someone make a profit
is information about a company that is or avoid a loss on
not available to the public but, if it were, the basis of material
non-public inside
might influence someone’s investment information you know
decision about that company. Examples about by virtue of your
of material inside information include: job. Suggesting to your
information about mergers or acquisitions, friend that he hold onto
his stock, even if you
financial performance, changes in executive don’t offer a reason,
management, significant transactions or new would be a violation of
projects contemplated. our policy and may also
be a violation of U.S.
You may not trade in Company stock or other insider trading laws.
securities based on material inside
information you have about our Company,
and you may not trade in the stock of
companies we work with if your job exposes
you to inside information about those
companies. Passing along a “tip” is also a
form of insider trading and strictly prohibited.
Keep in mind, even the appearance of an
improper transaction must be avoided.

33 34
Standards of Business Conduct Contents ¦ Glossary ¦ Resources ¦ ¦ ¦ The Walt Disney Company

What if you participate in the employee

Stock Purchase Plan? You are encouraged
to participate in this program and invest in
our collective future. Do not, however,
change your instructions in the plan if you
are in possession of inside information.

Money Laundering

Money laundering is the process by which

funds generated through criminal activity
(such as terrorism, drug dealing, fraud, etc.)
are processed through commercial
transactions in order to conceal the
source of the proceeds, avoid reporting
requirements or evade taxes. As a
Company, we do not want to be used by
those engaged in criminal activity. Be on the
alert for possible instances of money
laundering and immediately notify your
supervisor, the Legal department or The
Guideline regarding any suspicious activity.

35 36
Standards of Business Conduct Contents ¦ Glossary ¦ Resources ¦ ¦ ¦ The Walt Disney Company

Labor Standards "… maintain an

awareness of – and
We comply with employment laws in all a sensitivity to and
a commitment to
markets where we operate. In addition, the observe – differing
Company’s International Labor Standards legal requirements
prohibits the following in connection with from country to
the manufacturing of Disney-branded country."

6
products: 1) child labor; 2) involuntary labor;
Respect: Our Commitment to 3) coercion or harassment; 4) unfair
discrimination; 5) serious health or
the Community workplace violations; 6) interference with
workers' freedom of association; and 7) the
As a member of the An International Presence
improper use of home workers. These
global community, we
We are dedicated to delivering quality products and requirements apply to the Company’s own
have a responsibility
services and cooperating with community leaders sourcing activities as well as to licensees,
to be a good
and members throughout the world to benefit local vendors, buying agents and production
corporate citizen.
communities. While we are bound by U.S. laws and facilities involved in the manufacture of
regulations and Company policy, we recognize that, Disney-branded products.
as we grow, we are introducing not only a new
Company, but often a new corporate culture and, The Environment “I have seen some co-
perhaps, different business practices in countries all workers dumping trash
We are committed to the protection of the in an area that’s not
across the globe. We count on every Cast Member
environment and the conservation authorized for that
and employee to follow the letter and the spirit of purpose, but I don’t
of natural resources. We fully comply with
those U.S. laws that may apply (for example, the want to get involved –
environmental laws and regulations,
Foreign Corrupt Practices Act) and maintain an or get them in trouble.”
including those relating to disposal of
awareness of – and sensitivity to and commitment to As a Cast Member or
wastes. In addition to complying with all
observe – differing legal requirements from country to employee you have
such applicable laws ourselves, we also a responsibility to
country.
expect companies and contractors with take action when you
which we partner to do the same. become aware of
If a local law conflicts with our Standards, comply potential violations
with the local law. If a local custom conflicts with our of our Standards; this
Standards, comply with the Standards. If you’re not includes reporting
sure, ask for help. environmental hazards
or any other unsafe
working conditions.
Speak to your
supervisor or contact
The Guideline.

37 38
Standards of Business Conduct Contents ¦ Glossary ¦ Resources ¦ ¦ ¦ The Walt Disney Company

Charitable and Political Activities

We want to foster good relations within the

communities where we operate. You are
encouraged to participate in local activities
that address the needs of the communities in
which you live and work and to participate as
a private citizen in government and the
political process, using your own money and
your own time.

Make sure your involvement in charitable

or political activities is not prohibited by other
Company policies or suggestive of anything
improper, and do not use without specific
authorization (such as is authorized by the
Company’s Matching Gifts program) any
Company funds or resources to help or
promote any charitable cause or political
candidate or party.

Note that the Company’s Senior Vice

President of Government Relations must
approve any corporate contribution to any
political candidate, any committee supporting
any such candidate, any political party, any
organization advocating on behalf of or in
opposition to any such candidate or party
organization, or any organization advocating
on behalf of or in opposition to any proposition
that is or is expected to be submitted to voters
of a jurisdiction.

39 40
Standards of Business Conduct Contents ¦ Glossary ¦ Resources ¦ ¦ ¦
Glossary
“Anything of value” – Money or other “things” (e.g., services, transportation,
hospitality, donations, contributions, etc.) that have value.
Company assets – Anything owned by the Company, including physical property
(such as buildings, equipment and furniture), technology (such as computer hardware,
software and information systems), financial assets (such as cash, bank accounts and
credit standing) and information assets (such as customer lists, financial information
and intellectual property).
Confidential information – Information a company has or acquires that is kept
private and not made available to the public. It includes personal information about its
employees, any information that isn’t readily available from a public source or specific
information that is shared between parties in confidence.
Conflict of interest – A conflict of interest exists when an employee or a member of
his/her family is involved in an activity that affects (or appears to affect) his/her
objectivity as an employee of the company. Personal relationships, outside
employment opportunities and investments an employee makes can all pose potential
conflicts of interest.
Due diligence – Taking the necessary actions required to know who a person or a
company is doing business with; knowing why, when and to whom they are releasing
funds, and being in a position to feel confident that business relationships are
transparent and ethical.
Financial interest – Any paid relationship or arrangement (for example, as agent,
representative, employee, promoter, consultant or “finder“) with a business or any
ownership interest (of stock, partnership interest, etc.).
Foreign Corrupt Practices Act (FCPA) – A law that prohibits the bribery of non-
United States government officials (including employees), and which requires certain
accounting and recordkeeping practices for companies.
“Good faith” – Honestly believing in what you’re doing. For example, making a report
to The Guideline “in good faith” means that you honestly believe that there’s a
violation of our Standards or Company policies and that you’re not deliberately
making a false report.
Immediate family – A spouse, parent, child, sibling and mother- or father-in-law, son-
or daughter-in-law, brother- or sister-in-law, as well as people (other than household
employees) who permanently reside in a person’s home.
41
The Walt Disney Company
“Inside” information – Any information about a company, its customers, suppliers
or other companies that an employee knows – by virtue of being an employee of the
company – that is not known by the public. Such information is material if it would
likely be considered important in deciding to buy, sell or hold stock in a company.
“Material inside information” can include information about new products and
services, pricing, budgets, earnings announcements, proposed mergers and
acquisitions, anticipated layoffs, etc.
Insider trading – Using material, non-public (i.e., “inside”) information – or tipping
someone else to use it – to buy or sell stock in a company.
Intellectual property – Intangible property that has commercial value and is the
result of creative effort including copyrighted property (such as literary or artistic
works), patents, trademarks, business methods or industrial processes.
Legal hold – When a company is – or may be – involved in a legal proceeding, the
law requires that it save information relevant to the case; a legal hold is a notice that
advises you not to destroy certain records. It generally includes special recordkeeping
instructions and requests for specific documents and audits.
Material financial interest – Any paid relationship or arrangement (for example, as
agent, representative, employee, promoter, consultant or “finder“) with a business
organization or any ownership interest (of stock, partnership interests, etc.) in excess
of 5 percent in a publicly traded entity or, in the case of a non-public entity, having a
fair market value in excess of US$25,000.
“Ordinary course of business” test – A series of questions you can ask yourself
to inform decision-making about accepting a gift: (1) Would the gift be considered
customary given your job duties, job title and seniority? (2) If the gift was reported
in the media, would others think favorably of you? Of our Company? (3) Will the
gift complement or enhance a business relationship? (4) For offers of hospitality or
entertainment, is the person extending the offer going with you?
Proprietary information – Information that a company owns that represents the work
it does. It includes software programs, trade secrets, engineering drawings,
copyrights, ideas, techniques, inventions, product specifications, research, marketing
data – all of the information that makes our Company unique. All proprietary
information is considered confidential information.
U.K. Bribery Act – A law that makes it illegal for anyone (public, quasi-public or
private) working for a company in the U.K., or a company that does business or is
registered in the U.K., to give or receive a financial or other advantage to induce or
reward someone for doing – or to do – an improper act in exchange for a business
advantage.
42
Standards of Business Conduct Contents ¦ Glossary ¦ Resources ¦ ¦ The Walt Disney Company

Resources to Help You

If you have a question, wish to discuss a personal situation or need to
report a possible violation of our Standards, talk with your supervisor, your
Human Resources representative or any of the resources listed below.

For additional information regarding employee complaints of accounting

matters, refer to the Employee Complaint Procedures for Accounting and
Auditing Matters.

Resource: Contact Regarding: To Access:

Human Resources Any question or to discuss a personal 8228-5632
department situation or Human Resources matter or 818-560-5632
The Legal Any possible legal issue, question or 8228-1301
deparment concern or 818-560-1301
The Guideline 1) Questionable activities – including Cast Members and
questionable accounting or auditing employees in the United
matters; States and Canada, may
2) Complaints regarding the report online:
Company’s accounting, internal disneyguideline.com
accounting
controls or auditing matters; Or call anytime, day or night:
3) Guidance on any business conduct- 800-699-4870
related issue; or
4) To make the Company aware of any
suspected unethical or illegal
conduct or violation at the Company.

Management 1) Questionable activities – including 8494-4000, Ext. 1

Audit questionable accounting or auditing or
department matters; 818-553-4000, Ext. 1
2) Complaints regarding the
Company’s accounting, internal
accounting controls or auditing
matters;
3) Waivers of the Standards or
questions related to the Company’s
conflicts of interest and gift policies.
Investor Relations Outside inquiries regarding the 818-560-4536
Company’s financial performance.

Corporate Media inquiries 818-560-3117

Communications

Global ethics & More information regarding the disneyglobalcompliance.com

compliance Company’s ethics and
web site compliance policies.

43 As of May 2017 44
 RESTATED CERTIFICATE OF INCORPORATION

OF

TWDC HOLDCO 613 CORP.

ARTICLE I

NAME

The name of the Corporation is TWDC Holdco 613 Corp.

ARTICLE II

ADDRESS OF REGISTERED OFFICE;

NAME OF REGISTERED AGENT

The address of the registered office of the Corporation in the State of

Delaware is 251 Little Falls Drive, City of Wilmington 19808, County of New Castle.
The name of its registered agent at that address is Corporation Service Company.

ARTICLE III

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity

for which a corporation may now or hereafter be organized under the General
Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code, as
in effect from time to time (the “DGCL”).

ARTICLE IV

CAPITAL STOCK

1. Authorization.

The total number of shares of stock which the Corporation shall have
authority to issue is 4,700,000,000, of which 4,600,000,000 shares shall be shares of
common stock having a par value of $.01 per share (“Common Stock”) and 100,000,000
shares shall be shares of preferred stock having a par value of $.01 per share (“Preferred
Stock”) and issuable in one or more classes or series as hereinafter provided.

The number of authorized shares of any class or classes of capital stock of

the Corporation may be increased or decreased (but not below the number of shares
thereof then outstanding) by the affirmative vote of the holders of a majority of the voting
power of the stock of the Corporation entitled to vote generally in the election of
directors.

2. Common Stock

The voting powers, preferences and relative, participating, optional or

other special rights of the Common Stock, and the qualifications and restrictions thereon,
shall be as follows in this Section 2.

2.1 Dividends

Subject to any preferences and relative, participating, optional or other

special rights of any outstanding series of Preferred Stock and any qualifications or
restrictions on the Common Stock created thereby, dividends may be declared and paid
upon Common Stock upon such terms as the Board of Directors may determine out of the
funds of the Corporation legally available therefor.

2.2 Voting Powers

Except as otherwise provided by law or by the terms of any outstanding

series of Preferred Stock or any provision of the Restated Certificate of Incorporation or
Bylaws of the Corporation, the entire voting power of the stockholders of the Corporation
shall be vested in the holders of Common Stock of the Corporation, who shall be entitled
to vote on any matter on which the holders of stock of the Corporation shall, by law or by
the provisions of the Restated Certificate of Incorporation or Bylaws of the Corporation,
be entitled to vote. On each matter to be voted on by the holders of Common Stock each
outstanding share of Common Stock shall have one vote.

2.3 Liquidation Rights

In the event of the voluntary or involuntary dissolution of the Corporation

or the liquidation and winding up of the Corporation, after payment or provision for
payment of the debts and other liabilities of the Corporation and the full preferential
amounts (including any accumulated and unpaid dividends) to which the holders of
Preferred Stock are entitled, unless otherwise provided in respect of a series of Preferred
Stock by the resolution of the Board of Directors fixing the liquidation rights and
preferences of such series of Preferred Stock, the holders of the outstanding shares of
Common Stock shall be entitled to receive the remaining assets of the Corporation on a
per share basis. Neither the merger nor consolidation of the Corporation into or with any
other company, nor the merger or consolidation of any other company into or with the
Corporation, nor a sale, transfer or lese of all or any part of the assets of the Corporation,
shall, alone, be deemed a liquidation or winding up of the Corporation, or cause the
dissolution of the Corporation, for purposes of this subsection 2.3.
 3. Preferred Stock

Shares of the Preferred Stock of the Corporation may be issued from time
to time in one or more classes or series, each of which class or series shall have such
distinctive designation, number of shares, or title as shall be fixed by the Board of
Directors prior to the issuance of any shares thereof. Each such class or series of
Preferred Stock shall consist of such number of shares, and have such voting powers, full
or limited, or no voting powers, and such preferences and relative, participating, optional
or other special rights and such qualifications, limitations, or restrictions thereof, as shall
be stated in such resolution or resolutions providing for the issue of such series of
Preferred Stock as may be adopted from time to time by the Board of Directors prior to
the issuance of any shares thereof pursuant to the authority hereby expressly vested in it,
all in accordance with the laws of the State of Delaware. By Certificate of Designations,
the Corporation authorized the issuance of Series A Voting Preferred Stock, a copy of
which Certificate of Designations is attached hereto as Exhibit A.

ARTICLE V

BOARD OF DIRECTORS

1. Number of Directors.

The business and affairs of the Corporation shall be managed by or under

the direction of a Board of Directors consisting of not less than nine directors or more
than twenty-one (21) directors, the exact number of directors to be determined from time
to time solely by resolution adopted by the Board of Directors.

2. Term of Office.

All directors shall be of one class and serve for a term ending at the annual
meeting following the annual meeting at which the director was elected. In no case shall
a decrease in the number of directors shorten the term of any incumbent director. Each
director shall hold office after the annual meeting at which his or her term is scheduled to
end until his or her successor shall be elected and shall qualify, subject, however, to prior
death, resignation, disqualification or removal from office.

3. Vacancies.

Any newly created directorship resulting from an increase in the number

of directors may be filled by a majority of the Board of Directors then in office, provided
that a quorum is present, and any other vacancy on the Board of Directors may be filled
by a majority of the directors then in office, even if less than a quorum, or by a sole
remaining director.

4. Special Voting Rights of Preferred Stock Holders.

 Notwithstanding the foregoing provisions, whenever the holders of any
one or more classes or series of Preferred Stock issued by the Corporation shall have the
right, voting separately by class or series, to elect directors at an annual or special
meeting of stockholders, the election, term of office, filling of vacancies and other
features of such directorships shall be governed by the terms of this Restated Certificate
of Incorporation or the resolution or resolutions adopted by the Board of Directors
pursuant to Article IV applicable thereto.

5. Selection by Written Ballot.

Elections of directors at an annual or special meeting of stockholders shall

be by written ballot unless the Bylaws of the Corporation shall otherwise provide.

ARTICLE VI

SPECIAL MEETINGS OF STOCKHOLDERS

A special meeting of the stockholders of the Corporation may be called

only by (i) the Board of Directors, (ii) the Chairman of the Board of Directors, (iii) the
Chief Executive Officer, or (iv) solely to the extent required by the Bylaws of the
Corporation, the Secretary of the Corporation at the request in proper form of
stockholders who have continuously held as stockholders of record a net long position in
shares of Common Stock representing in the aggregate at least twenty-five percent (25%)
of the outstanding shares of Common Stock for at least one year prior to the date such
request is delivered to the Secretary. Special meetings of the stockholders of the
Corporation may not be called by any other person or persons.

ARTICLE VII

INDEMNIFICATION; LIMITATION ON LIABILITY OF DIRECTORS

1. Indemnification.

The Corporation shall indemnify to the full extent authorized or permitted

by law (as now or hereinafter in effect) any person made, or threatened to be made, a
defendant or witness to any action, suit or proceeding (whether civil or criminal or
otherwise) by reason of the fact that he, his testator or intestate, is or was a director or
officer of the Corporation or by reason of the fact that such director or officer, at the
request of the Corporation, is or was serving any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, in any capacity. Nothing
contained herein shall affect any rights to indemnification to which employees other than
directors and officers may be entitled by law. No amendment or repeal of this subsection
1 of this Article VII shall apply to or have any effect on any right to indemnification
provided hereunder with respect to any acts or omissions occurring prior to such
amendment or repeal.

2. Limitation of Liability.
 A director of this Corporation shall not be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director, except to
the extent such exemption from liability or limitation thereof is not permitted under the
DGCL. Any repeal or modification of the foregoing sentence shall not adversely affect
any right or protection of a director of the Corporation existing hereunder with respect to
any act or omission occurring prior to such repeal or modification.

3. Insurance, Trust Funds.

In furtherance and not in limitation of the powers conferred by statute:

3.1 the Corporation may purchase and maintain insurance on behalf of

any person who is or was a director, officer, employee or agent of the Corporation, or is
serving at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation would have
the power to indemnify him against such liability under the provisions of law; and

3.2 the Corporation may create a trust fund, grant a security interest
and/or use other means (including, without limitation, letters of credit, surety bonds,
and/or other similar arrangements), as well as enter into contracts providing
indemnification to the full extent authorized or permitted by law and including as part
thereof provisions with respect to any or all of the foregoing to ensure the payment of
such amounts as may become necessary to effect indemnification as provided therein, or
elsewhere.

ARTICLE VIII

BYLAWS

In furtherance and not in limitation of the powers conferred by statute, the

Board of Directors is expressly authorized to adopt, repeal, alter, amend or rescind the
Bylaws of the Corporation. In addition, the Bylaws of the Corporation may be adopted,
repealed, altered, amended or rescinded by the affirmative vote of a majority of the
outstanding stock of the Corporation entitled to vote thereon.

ARTICLE IX

AMENDMENT OF CERTIFICATE OF INCORPORATION

The Corporation reserves the right to repeal, alter, amend or rescind any
provision contained in this Restated Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred on stockholders herein are granted
subject to this reservation.
 Exhibit A

CERTIFICATE OF DESIGNATION

OF

SERIES A VOTING PREFERRED STOCK

OF

TWDC HOLDCO 613 CORP.

Designation and Amount. The designation of the series of the preferred

stock shall be “Series A Voting Preferred Stock” and the number of shares constituting
the Series A Voting Preferred Stock shall be 237,310. Such number of shares may be
increased or decreased by resolution of the Board of Directors; provided, however, that
no decrease shall reduce the number of shares of Series A Voting Preferred Stock to a
number less than the number of shares then outstanding plus the number of shares
reserved for issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Corporation convertible into
Series A Voting Preferred Stock.

Dividends.

(i) Holders of outstanding shares of Series A Voting Preferred Stock shall

be entitled to receive cumulative preferential cash dividends, if, as and when declared by
the Board of Directors, out of funds legally available therefor, in an amount per annum
equal to the product of the “Par Rate” and the Liquidation Preference (as defined below).
The “Par Rate,” which shall be determined before the closing date (the “Closing Date”)
of the transactions contemplated by that certain Agreement and Plan of Reorganization,
dated as of July 10, 1999 (the “Reorganization Agreement”), by and among Infoseek
Corporation, The Walt Disney Company and Bingo Acquisition Corp., based on the
advice of a reputable investment bank selected by The Walt Disney Company and shall
be a single fixed rate equal to the highest end of the range of dividend rates at which the
Series A Voting Preferred Stock would be expected to trade at its Liquidation Preference
on or about the Closing Date.

(ii) Dividends shall be payable semi-annually in arrears on or before

June 30 and December 31 each year or, if not a day, other than a Saturday or Sunday, that
is neither a legal holiday nor a day on which banking institutions in New York City are
authorized or required by law, regulation or executive order to close (each, a “Business
Day”), then the next succeeding Business Day (each, a “Dividend Payment Date”),
commencing on first June 30 or December 31 following the Closing Date. The amount
of dividends payable on the Series A Voting Preferred Stock for each full semi-annual
period from, and including the applicable Divided Payment Date to, but excluding the
next succeeding Dividend Payment Date (each, a “Dividend Period”), shall be computed
by dividing by two the annual dividend rate set forth in paragraph (i) above. Dividends
payable in respect of the period between the date the Corporation first issued shares of
Series A Voting Preferred Stock (the “Initial Issue Date”) and the first Dividend Payment
Date thereafter (the “Initial Dividend Period”) and any subsequent period between
Dividend Payment Dates which is less than a full Dividend Period in length will be
computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends
shall be paid to holders of record as their names appear on the stock register of the
Corporation at the close of business on the first day of the calendar month in which the
applicable Dividend Payment Date falls or on such other date designated by the Board of
Directors for the payment of dividends that is not more than 30 nor less than 10 days
prior to such Dividend Payment Date (each, a “Record Date”). Dividends in respect of
any past Dividend Periods that are in arrears may be authorized and paid at any time to
holders of record on the Record Date thereof. Any dividend payment made to holders of
Series A Voting Preferred Stock shall be first credited against the earliest accrued but
unpaid dividend due which remains payable.

(iii) Dividends shall be fully cumulative and shall accrue (whether or not
declared), with additional payments thereon, from the first day of the Dividend Period in
which such dividend may be payable as herein provided on all shares of Series A Voting
Preferred Stock issued and outstanding on the first day of such Dividend Period, except
that with respect to the Initial Dividend Period, such dividend shall accrue from the Initial
Issue Date.

(iv) All dividends paid with respect to shares of Series A Voting Preferred
Stock pursuant to paragraph (ii) above shall be paid pro rata to the holders entitled
thereto.

(v) If at any time the Corporation shall have failed to pay all dividends
which have accrued on any outstanding shares of any other class or series of preferred
stock having cumulative dividend rights ranking on parity with the shares of Series A
Voting Preferred Stock at the times such dividends are payable, no cash dividend shall be
declared by the Board of Directors or paid or set apart for payment by the Corporation on
shares of Series A Voting Preferred Stock unless prior to or concurrently with such
declaration, payment, or setting apart for payment, all accrued and unpaid dividends on
all outstanding shares of such other series of preferred stock shall have been or be
declared, paid or set apart for payment with additional payments thereon, if any;
provided, however, that in the event such failure to pay accrued dividends is with respect
only to the outstanding shares of Series A Voting Preferred Stock and any outstanding
shares of any other class or series of preferred stock having cumulative dividend rights on
parity with the shares of Series A Voting Preferred Stock, cash dividends may be
declared, paid or set apart for payment, with additional payments thereon, pro rata on
shares of Series A Voting Preferred Stock and shares of such other class or series of
preferred stock so that the amounts of any cash dividends declared, paid or set apart for
payment on shares of Series A Voting Preferred Stock and shares of such other series of
preferred stock shall in all cases bear to each other the same ratio that, at the time of such
declaration, payment or setting apart for payment, all accrued but unpaid cash dividends
on shares of Series A Voting Preferred Stock and shares of such other series of preferred
stock bear to each other. Any dividend not paid pursuant to paragraph (ii) above or this
paragraph (v) shall be fully cumulative and shall accrue (whether or not declared), with
additional payments thereon, as set forth in paragraph (iii) above, even if such dividend is
not paid pursuant to paragraph (vii) below.

(vi) (a) Holders of shares of Series A Voting Preferred Stock shall be

entitled to receive dividends provided for herein in preference to and in priority over any
dividends, other than dividends paid in stock ranking junior to Series A Voting Preferred
Stock (the “Junior Stock”) upon any of the Junior Stock.

(b) So long as any shares of Series A Voting Preferred Stock are

outstanding, the Corporation shall not declare, pay or set apart for payment, any dividend
on any of the Junior Stock (other than dividends paid in such Junior Stock) or make any
payment on account of, or set apart for payment money for a sinking or other similar fund
for, the purchase, redemption or other retirement of, any of the Junior Stock or any
warrants, rights, calls or options exercisable for any of the Junior Stock, or make any
distribution in respect thereof, either directly or indirectly, and whether in cash,
obligations or shares of the capital stock of the Corporation or other property (other than
distributions or dividends in stock to the holders of such stock), and shall not permit any
corporation or other entity directly or indirectly controlled by the Corporation to purchase
or redeem any of the Junior Stock or any warrants, rights, calls or options exercisable for
any of the Junior Stock, unless prior to or concurrently with such declaration, payment,
setting apart for payment, purchase or distribution, as the case may be, all accrued and
unpaid cash dividends, including additional payments thereon, on shares of Series A
Voting Preferred Stock not paid on the dates provided for in paragraph (ii) above shall
have been or be paid; provided, however, that nothing contained herein shall prevent the
Corporation from repurchasing shares of the Common Stock (as defined in the Restated
Certificate of Incorporation) as required by law or by the terms of any employee stock
ownership plan of the Corporation.

(vii) Subject to the foregoing provisions of this section, the Board of

Directors may declare and the Corporation may pay or set apart for payment dividends
and other distributions on any of the Junior Stock, and may purchase or otherwise redeem
any of the Junior Stock or any warrants, rights or options exercisable for any of the Junior
Stock, and the holders of the shares of Series A Voting Preferred Stock shall not be
entitled to share therein.

Liquidation Preference.

(i) In the event of any voluntary or involuntary liquidation, dissolution or

winding up of the affairs of the Corporation, the holders of shares of Series A Voting
Preferred Stock then outstanding shall be entitled to be paid in cash out of the assets of
the Corporation available for distribution to its stockholders (x) a fixed amount per share
determined on the Closing Date equal to 100 multiplied by the higher of (a) the closing
price of common stock, par value $.001 per share (“Infoseek Common Stock”), of
Infoseek Corporation as quoted on the Nasdaq National Market (“Nasdaq”) on July 9,
1999 or (B) the closing price of Infoseek Common Stock as quoted on Nasdaq on the last
trading date immediately prior to the Closing Date, plus (y) an amount equal to all
accrued but unpaid dividends on the Series A Voting Preferred Stock to the date fixed for
the liquidation (collectively, the “Liquidation Preference”), before any payment shall be
made or any assets distributed to the holders of any of the Junior Stock. If the assets of
the Corporation are not sufficient to pay in full the liquidation payments payable to the
holders of outstanding shares of Series A Voting Preferred Stock and any other class or
series of preferred stock having liquidation rights on parity with the shares of Series A
Voting Preferred Stock, then the holders of all such shares shall share ratably in such
distribution of assets in accordance with the amount which would be payable on such
distribution if the amounts to which the holders of outstanding shares of Series A Voting
Preferred Stock and all the holders of outstanding shares of such other series of preferred
stock are entitled were paid in full.

(ii) For the purpose of this section, neither the voluntary sale, conveyance,
exchange or transfer (for cash, shares of stock, securities or other consideration) of all or
substantially all the property or assets of the Corporation, nor the consolidation or merger
of the Corporation with one or more other corporations shall be deemed to be a
liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary
sale, conveyance, exchange or transfer shall be in connection with a dissolution or
winding up of the business of the Corporation.

(iii) The sale, lease or conveyance of all or substantially all of the

Corporation’s assets or the merger or consolidation of the Corporation which results in
the holders of the Common Stock receiving in exchange for such Common Stock either
cash or notes, debentures or other evidences of indebtedness or obligations to pay cash or
preferred stock of the surviving entity which ranks on parity with Series A Voting
Preferred Stock in liquidation or dividends shall be deemed to be a liquidation,
dissolution or winding up of the affairs of the Corporation within the meaning of this
section. In the cases of merger or consolidation of the Corporation where holders of the
Common Stock receive, in exchange for such Common Stock, common stock or
preferred stock which is junior in liquidation and dividends to Series A Voting Preferred
Stock in the surviving entity (whether or not the surviving entity is the Corporation) of
such merger or consolidation or preferred stock of another entity (in either case, such
preferred stock to be received in exchange for Common Stock is herein referred to in this
paragraph (iii) as “Exchanged Preferred Stock”) the Series A Voting Preferred Stock
shall be deemed to be preferred stock of such surviving entity or other entity, as the case
may be, with the same dividend rate and equivalent rights to the rights set forth herein.
In the event of a merger or consolidation of the Corporation where the consideration
received by the holders of the Common Stock consists of two or more of the types of
consideration set forth above, the holders of Series A Voting Preferred Stock shall be
entitled to receive either cash or securities based upon the foregoing in the same
proportion as the holders of the Common Stock of the Corporation are receiving cash or
debt securities, or equity securities in the surviving entity or another entity.

Redemption. The Series A Voting Preferred Stock shall not be subject to

redemption.

Voting Rights. Except as set forth herein and subject to applicable law,
the holders of shares of Series A Voting Preferred Stock shall be entitled to vote together
with the holders of Common Stock and any other class or series of stock entitled to vote
with Common Stock as a single class on all matters to be voted upon by the Common
Stock and shall not have any additional voting or veto rights. Each holder of shares of
Series A Voting Preferred Stock shall be entitled to one hundred (100) votes for each
share of such stock held by such holder.

Consent. No consent of holders of Series A Voting Preferred Stock shall

be required for (i) the creation of any indebtedness of any kind of the Corporation, (ii) the
creation of any class of stock of the Corporation ranking junior as to dividends and upon
liquidation to the Series A Voting Preferred Stock, (iii) any increase or decrease in the
amount of authorized Common Stock or any increase, decrease or change from par value
to no par value or (iv) the taking of any other action of the Corporation, other than such
action as is specifically described herein as requiring the consent of holders of Series A
Voting Preferred Stock or as otherwise required by applicable law.

Transfer. Disney Enterprises, Inc. (“DEI”) shall not transfer, convey or

sell any shares of Series A Voting Preferred Stock to any “Related Person” (as hereinafter
defined) and any purported transfer, conveyance or sale to any Related Person shall be
null and void. DEI may, however, transfer, convey or sell shares of Series A Voting
Preferred Stock to any person that is not a Related Person. For purposes of this section,
“Related Person” shall mean the Corporation and any person that bears a relationship to
the Corporation described in Section 267(b) or Section 707(b) of the Internal Revenue
Code of 1986, as amended.

Rank. The Series A Voting Preferred Stock shall, with respect to dividend
rights and rights on liquidation, winding up or dissolution rank (i) on parity with any
other class or series of preferred stock established by the Board of Directors, the terms of
which shall specifically provide that such class or series shall rank on parity with the
Series A Voting Preferred Stock with respect to dividend rights and rights on liquidation,
winding up or dissolution, and (ii) prior to any other equity securities of the Corporation,
including the Common Stock, with respect to dividend rights and rights on liquidation,
winding up or dissolution.

Amendment. The Restated Certificate of Incorporation of the Corporation

shall not be amended in any manner which would materially alter or change the powers,
preferences or special rights of the Series A Voting Preferred Stock so as to affect them
adversely without the affirmative vote of the holders of at least a majority of the
outstanding shares of Series A Voting Preferred Stock, voting together as a single class.
 CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
TWDC HOLDCO 613 CORP.

(Pursuant to Sections 141 and 242 of the

General Corporation Law of the State of Delaware)

TWDC Holdco 613 Corp. (the “Corporation”), a corporation organized and existing
under and by virtue of the provisions of the General Corporation Law of the State of Delaware
(the “Delaware General Corporation Law”),

DOES HEREBY CERTIFY:

1. Article I of the Restated Certificate of Incorporation is hereby amended in its

entirety to read as follows:

ARTICLE I

NAME

The name of the Corporation is The Walt Disney Company.

2. The foregoing amendment was duly adopted in accordance with the provisions of
Section 242 of the Delaware General Corporation Law.

3. That this Certificate of Amendment shall be effective as of 12:01 a.m. New York
City time on the 20th day of March, 2019.

*****
19th March
CODE OF BUSINESS CONDUCT AND
ETHICS FOR DIRECTORS

INTRODUCTORY STATEMENT
The Walt Disney Company is committed to conducting business in accordance with
the highest standards of business ethics and complying with applicable laws, rules and
regulations. In furtherance of this commitment, the Board of Directors (the “Board”)
promotes ethical behavior, and has adopted this Code of Business Conduct and Ethics
for Directors (“Code”).

Every Director must:

(i) represent the interests of the shareholders of The Walt Disney Company;
(ii) exhibit high standards of integrity, commitment and independence of thought and
judgment;
(iii) dedicate sufficient time, energy and attention to ensure the diligent performance of
his or her duties; and
(iv) comply with every provision of this Code.

CONFLICTS OF INTEREST
Directors must avoid conflicts of interest. A conflict of interest occurs when an
individual’s private interest interferes in any way with the interests of the company or
any of its subsidiary and affiliated companies (collectively, the “Company”). A conflict of
interest may also arise when a Director, or a member of his or her immediate family*,
receives improper personal benefits as a result of his or her position in the Company.
Directors should also be mindful of, and seek to avoid, conduct which could reasonably
be construed as creating an appearance of a conflict of interest.
While the Code does not attempt to describe all possible conflicts of interest that could
develop, the following are examples of conflicts of interest:
(i) receiving loans or guarantees of obligations as a result of one’s position as a Director;
(ii) engaging in conduct or activity that improperly interferes with the Company’s existing
or prospective business relations with a third party;
(iii) accepting bribes, kickbacks or any other improper payments for services relating to
the conduct of the business of the Company; and
(iv) accepting, or having a member of a Director’s immediate family accept, a gift from
persons or entities that deal with the Company, in cases where the gift is being made in
order to influence the Directors’ actions as a member of the Board, or where acceptance

© Disney. All Rights Reserved.

of the gift could otherwise reasonably create the appearance of a conflict of interest.
Any question about a Director’s actual or potential conflict of interest with the Company
should be brought promptly to the attention of the Chairman of the Governance and
Nominating Committee and the Chairman of the Board, who will review the question
and determine an appropriate course of action, including whether consideration or
action by the full board is necessary. Directors involved in any conflict or potential
conflict situations shall recuse themselves from any decision relating thereto.

BUSINESS RELATIONSHIPS WITH DIRECTORS

For the purpose of minimizing the risk of conflicts of interest, the Board shall adopt a
policy providing for the review of transactions with the Company or any of its affiliates in
which any Director (including and member of a Director’s immediate family) has a direct
or indirect material interest.

USE OF CORPORATE INFORMATION, OPPORTUNITIES AND

ASSETS
Directors may not compete with the Company, or use opportunities that are discovered
through the use of Company property, Company information or position, for their
personal benefit or the benefit of persons or entities outside the Company. No Director
may improperly use or waste any Company asset.

CONFIDENTIALITY
Pursuant to their fiduciary duties of loyalty and care, Directors are required to protect
and hold confidential all non-public information obtained due to their directorship
position absent the express or implied permission of the Board of Directors to disclose
such information. Accordingly,
(i) no Director shall use Confidential Information for his or her own personal benefit or to
benefit persons or entities outside the Company; and
(ii) no Director shall disclose Confidential Information outside the Company, either
during or after his or her service as a Director of the Company, except with authorization
of the Board of Directors or as may be otherwise required by law.
“Confidential Information” is all non-public information entrusted to or obtained by a
Director by reason of his or her position as a Director of the Company. It includes, but is
not limited to, non-public information that might be of use to competitors or harmful to
the Company or its customers if disclosed, such as:

• non-public information about the Company’s financial condition, prospects or plans,

its marketing and sales programs and research and development information, as
well as information relating to mergers and acquisitions, stock splits and divestitures;

• non-public information concerning possible transactions with other companies or

© Disney. All Rights Reserved.

 information about the Company’s customers, suppliers or joint venture partners,
which the Company is under an obligation to maintain as confidential; and

• non-public information about discussions and deliberations relating to business

issues and decisions, between and among employees, officers and Directors.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

The Company requires strict compliance by all its Directors with applicable laws, rules
and regulations. These include federal and other securities laws, including insider
trading laws, and the Company’s insider trading compliance policies.

FAIR DEALING
Directors must deal fairly with the Company’s employees, customers, suppliers and
competitors. No Director may take unfair advantage of the Company’s employees,
customers, suppliers, or competitors through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other unfair-dealing
practice.

ACCOUNTABILITY
The Code referred to herein is mandatory and applies to all Directors, who are
accountable for compliance with the Code.
Directors should communicate any suspected violations of this Code promptly to the
Chairman of the Governance and Nominating Committee and the Chairman of the
Board. Suspected violations will be investigated by or at the direction of the Board or
the Governance and Nominating Committee, and appropriate action will be taken in the
event that a violation is confirmed.

WAIVER
Any waiver of any provision of the Code may be made only by the Board or by
the Governance and Nominating Committee, and must be promptly disclosed to
the Company’s shareholders as required by applicable law or securities exchange
regulations.

*As used herein, the term “immediate family” means a Director’s spouse, parents,
children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and
sisters-in-law and anyone - other than an employee - sharing the Director’s home.

© Disney. All Rights Reserved.