http://www.oblible.com

PROSPECTUS

28NOV201203015474 (incorporated with limited liability in the State of Delaware, United States of America) U.S.$4,000,000,000 PROGRAMME FOR THE ISSUANCE OF DEBT INSTRUMENTS This base prospectus (the ‘‘Prospectus’’) has been approved by the Commission de Surveillance du Secteur Financier (the ‘‘CSSF’’) in its capacity as competent authority under the Luxembourg Act dated 10th July, 2005 relating to prospectuses for securities (‘‘Prospectus Act 2005’’) for the purposes of Directive 2003/71/EC (the ‘‘Prospectus Directive’’) as amended (which includes the amendments made by Directive 2010/73/EU (the ‘‘2010 PD Amending Directive’’) and includes any relevant implementing measure in a relevant Member State of the European Economic Area). Application has also been made to the Luxembourg Stock Exchange for debt instruments (the ‘‘Instruments’’) issued under the programme (the ‘‘Programme’’) to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the official list of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC) (a ‘‘Regulated Market’’). This Prospectus will be available on the website of the Luxembourg Stock Exchange (www.bourse.lu). The CSSF assumes no responsibility as to the economic and financial soundness of the transactions contemplated by this Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005. Notice of the aggregate nominal amount of Instruments, interest (if any) payable in respect of Instruments, the issue price of Instruments and certain other information which is applicable to each Tranche (as defined under ‘‘Terms and Conditions of the Instruments’’) of Instruments will be set out in a final terms (the ‘‘Final Terms’’) which, with respect to Instruments to be listed on the official list of the Luxembourg Stock Exchange, will be filed with the CSSF. The Programme provides that Instruments may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between The Walt Disney Company (the ‘‘Issuer’’) and the relevant Dealer. The Issuer may also issue unlisted Instruments and/or Instruments not admitted to trading on any market. The Instruments have not been and will not be registered under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’), and may not be offered or sold within the United States or its possessions or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in the preceding sentence have the meanings given to them by Regulation S under the Securities Act. Instruments issued under the Programme may be rated or unrated. Where a Tranche of Instruments is rated, its rating will be specified in the applicable Final Terms along with confirmation of whether or not such credit rating applied for in relation to the relevant Series of Instruments (as defined under ‘‘Terms and Conditions of the Instruments’’) will be issued by a credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009 as amended, including by Regulation (EU) No. 462/2013 (the ‘‘CRA Regulation’’). Moody’s Investors Service, Inc. (‘‘Moody’s’’), Fitch Ratings, Inc. (‘‘Fitch’’) and Standard & Poor’s Financial Services LLC (‘‘S&P’’) have issued ratings of the Issuer, as set out in the Issuer’s Annual Report on Form 10-K for the fiscal year ended 1st October, 2016, which is incorporated by reference in this Prospectus. Moody’s, Fitch and S&P are not registered under the CRA Regulation, but ratings issued by Moody’s, Fitch and S&P are endorsed by Moody’s Investors Service Ltd., Fitch Ratings Ltd. and Standard & Poor’s Credit Market Services Europe Limited, respectively, each of which is registered under the CRA Regulation. A list of registered credit rating agencies is available on the European Securities and Markets Authority (‘‘ESMA’’) website at www.esma.europa.eu/page/List- registered-and-certified-CRAs (list last updated on 1st December, 2015). Arranger for the Programme BNP PARIBAS Dealers BANCA IMI BNP PARIBAS BNY MELLON CAPITAL MARKETS EMEA LIMITED BOFA MERRILL LYNCH CITIGROUP CREDIT SUISSE DEUTSCHE BANK GOLDMAN SACHS INTERNATIONAL HSBC ICBC STANDARD BANK ING J.P. MORGAN MORGAN STANLEY MIZUHO SECURITIES MUFG RBC CAPITAL MARKETS SANTANDER GLOBAL CORPORATE BANKING SMBC NIKKO SOCIET´ E´ GEN´ ERALE´ CORPORATE & INVESTMENT BANKING STANDARD CHARTERED BANK WELLS FARGO SECURITIES TD SECURITIES WESTPAC BANKING CORPORATION

15th February, 2017 http://www.oblible.com

IMPORTANT NOTICES This Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. The Issuer accepts responsibility for the information contained in this Prospectus and the Final Terms for each Tranche of Instruments under the Programme. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Copies of Final Terms will be available from the registered office of the Issuer and the specified office set out below of each of the Paying Agents (as defined herein). No person has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with this Prospectus or any other document entered into in relation to the Programme or any information supplied by the Issuer or such other information as is in the public domain and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuer or any Dealer. No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and neither the Dealers nor any of their respective affiliates make any representation or warranty or accept any responsibility, as to the accuracy or completeness of the information contained, or incorporated by reference, in this Prospectus. Neither the delivery of this Prospectus or any Final Terms nor the offering, sale or delivery of any Instrument shall, in any circumstances, create any implication that the information contained in this Prospectus is true and correct at any time subsequent to the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or, if different, the date indicated in the document containing the same or that there has been no adverse change in the financial situation of the Issuer since the date hereof or, as the case may be, the date upon which this Prospectus has been most recently amended or supplemented or of the most recent financial statements which are deemed to be incorporated into this Prospectus by reference or that any other information supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Instruments in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms comes are required by the Issuer and the Dealers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Instruments and on the distribution of this Prospectus or any Final Terms and other offering material relating to the Instruments, see ‘‘Subscription and Sale’’. In particular, Instruments have not been and will not be registered under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’), and may include Instruments in bearer form which are subject to U.S. tax law requirements. Instruments may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as such terms are defined in Regulation S under the Securities Act) (other than distributors) unless the Instruments are registered under the Securities Act or an exemption from such registration requirements is available. Neither this Prospectus nor any Final Terms may be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicitation. This Prospectus may only be used for the purposes for which it has been published. Neither this Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or purchase any Instruments and should not be considered as a recommendation by the Issuer, the Dealers or any of them that any recipient of this Prospectus or any Final Terms should subscribe for or purchase any Instruments. Each recipient of this Prospectus or any Final Terms shall be deemed to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer.

2 All references in the Prospectus to ‘‘$’’, ‘‘Dollars’’, ‘‘U.S.$’’ or ‘‘U.S. dollars’’ refer to United States dollars, references to ‘‘Sterling’’ or ‘‘£’’ are to pounds sterling and to ‘‘euro’’ and ‘‘A’’ refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended. For the avoidance of doubt, the contents of any websites listed in this Prospectus, save for any documents contained within such websites that have been explicitly incorporated by reference into this Prospectus, do not form part of this Prospectus. IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF INSTRUMENTS UNDER THE PROGRAMME, THE DEALER OR DEALERS (IF ANY) APPOINTED AS THE STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY STABILISING MANAGER(S)) MAY OVER-ALLOT INSTRUMENTS OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE INSTRUMENTS AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, STABILISATION MAY NOT NECESSARILY OCCUR. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF INSTRUMENTS IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE OF INSTRUMENTS AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE RELEVANT TRANCHE OF INSTRUMENTS. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE RELEVANT STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY STABILISING MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.

3 AVAILABLE INFORMATION The Issuer is subject to the informational requirements of the United States Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’), and in accordance therewith files reports, proxy statements and other information with the United States Securities and Exchange Commission (the ‘‘Commission’’). Such reports, proxy statements and other information can be found online at the Commission’s worldwide web site on the internet at http://www.sec.gov (this uniform locator (URL) is an inactive textual reference only and is not intended to incorporate the Commission’s web site into this Prospectus). Documents incorporated by reference will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).

4 TABLE OF CONTENTS

RISK FACTORS ...... 6 DOCUMENTS INCORPORATED BY REFERENCE ...... 17 DESCRIPTION OF THE PROGRAMME ...... 20 APPLICABLE FINAL TERMS ...... 24 TERMS AND CONDITIONS OF THE INSTRUMENTS ...... 33 USE OF PROCEEDS ...... 58 THE WALT DISNEY COMPANY ...... 59 TAXATION ...... 82 SUBSCRIPTION AND SALE ...... 86 GENERAL INFORMATION ...... 89

5 RISK FACTORS The Issuer believes that the following factors may affect its ability to fulfil its obligations under Instruments issued under the Programme. These factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring. In addition, factors which are material for the purpose of assessing the market risks associated with Instruments issued under the Programme are also described below. The Issuer believes that the factors described below represent the principal risks inherent in investing in Instruments issued under the Programme, but there is a wide range of factors which individually or together could result in the Issuer becoming unable to make all payments due. It is not possible to identify all such factors or to determine which factors are most likely to occur, as the Issuer may not be aware of all relevant factors and certain factors which it currently deems not to be material may become material as a result of the occurrence of events outside the Issuer’s control. Prospective investors should also read the detailed information set out elsewhere in this Prospectus and reach their own views prior to making any investment decision. For convenience, the term ‘‘Company’’ is used to refer collectively to the Issuer and the subsidiaries through which the Issuer’s various businesses are actually conducted.

RISK FACTORS RELATED TO THE BUSINESS OF THE ISSUER 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 reported in the documents incorporated by reference herein, the most significant factors affecting the Company’s operations include the following:

Changes in U.S., global, or regional economic conditions could have an adverse effect on the profitability of some or all of the Company’s businesses. A decline in economic activity in the U.S. and other regions of the world in which the Company does business can adversely affect demand for any of the Company’s businesses, thus reducing the Company’s revenue and earnings. Past declines in economic conditions reduced spending at the Company’s parks and resorts, purchase of and prices for advertising on the Company’s broadcast and cable networks and owned stations, performance of the Company’s 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 the Company’s parks and resorts, prices that Multi Channel Video Programming Distributors pay for the Company’s cable programming or subscription levels for the Company’s cable programming. Recent instability in non-U.S. economies has had some of these and similar impacts on some of the Company’s domestic and overseas operations. Economic conditions can also impair the ability of those with whom the Company does business to satisfy their obligations to the Company. 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 the Company offers, which could also adversely affect the Company’s revenues and, at the same time, increase the Company’s costs. Changes in exchange rates for foreign currencies may reduce international demand for the Company’s products or increase the Company’s labor or supply costs in non-U.S. markets, and recent changes have reduced the U.S. dollar value of revenue the Company receives and expects to receive from other markets. Economic or political conditions in a country could also reduce the Company’s ability to hedge exposure to currency fluctuations in the country or the Company’s ability to repatriate revenue from the country.

6 Changes in public and consumer tastes and preferences for entertainment and consumer products could reduce demand for the Company’s entertainment offerings and products and adversely affect the profitability of any of the Company’s businesses. The Company’s 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 the Company’s businesses depends on the Company’s ability to consistently create and distribute filmed entertainment, broadcast and cable programming, online material, electronic games, 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 the Company’s businesses increasingly depend on acceptance of the Company’s offerings and products by consumers outside the U.S., and their success therefore depends on the Company’s ability to successfully predict and adapt to changing consumer tastes and preferences outside as well as inside the U.S. Moreover, the Company must often invest substantial amounts in film production, broadcast and cable programming, electronic games, theme park attractions, cruise ships or hotels and other resort facilities before it learns the extent to which these products will earn consumer acceptance. If the Company’s entertainment offerings and products do not achieve sufficient consumer acceptance, the Company’s revenue from advertising sales (which are based in part on ratings for the programs in which advertisements air) or subscription fees for broadcast and cable programming and online services, from theatrical film receipts or home entertainment or electronic game sales, from theme park admissions, hotel room charges and merchandise, food and beverage sales, from sales of licensed consumer products or from sales of the Company’s other consumer products and services may decline or fail to grow to the extent the Company anticipates when making investment decisions and thereby adversely affect the profitability of one or more of the Company’s businesses.

Changes in technology and in consumer consumption patterns may affect demand for the Company’s entertainment products, the revenue the Company can generate from these products or the cost of producing or distributing products. The media entertainment and internet businesses in which the Company participates increasingly depend on the Company’s ability to successfully adapt to shifting patterns of content consumption through the adoption and exploitation of new technologies. New technologies affect the demand for the Company’s products, the manner in which the Company’s products are distributed to consumers, the sources and nature of competing content offerings, the time and manner in which consumers acquire and view some of the Company’s 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 across the industry, including for a number of the Company’s networks. In order to respond to these developments, the Company regularly considers and from time to time implements changes to its business models and there can be no assurance that the Company will successfully respond to these changes, that the Company will not experience disruption as it responds to the changes, or that the business models the Company develops will be as profitable as its current business models. As a result, the income from the Company’s entertainment offerings may decline or increase at slower rates than the Company’s historical experience or the Company’s expectations when the Company makes investments in products.

7 The success of the Company’s businesses is highly dependent on the existence and maintenance of intellectual property rights in the entertainment products and services the Company creates. The value to the Company of its intellectual property rights is dependent on the scope and duration of the Company’s 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 interpreted in ways that limit the extent or duration of the Company’s rights, or if existing laws are changed, the Company’s ability to generate revenue from its intellectual property may decrease, or the cost of obtaining and maintaining rights may increase. The unauthorized use of the Company’s intellectual property may increase the cost of protecting rights in the Company’s intellectual property or reduce the Company’s revenues. New technologies such as the convergence of computing, communication, and entertainment devices, the falling prices of devices incorporating such technologies, increased broadband internet speed and penetration and increased availability and speed of mobile data transmission have made the unauthorized digital copying and distribution of the Company’s films, television productions and other creative works easier and faster and enforcement of intellectual property rights more challenging. The unauthorized use of intellectual property in the entertainment industry generally continues to be a significant challenge for intellectual property rights holders. Inadequate laws or weak enforcement mechanisms to protect 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 the Company to devote substantial resources to protecting its intellectual property against unlicensed use and present the risk of increased losses of revenue as a result of unlicensed distribution of its 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 the Company’s copyright, trademark and patent rights by third parties. Successful challenges to the Company’s 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 the Company’s data is compromised in spite of this protection, the Company may incur additional costs, lost opportunities and damage to its reputation. The Company maintains information necessary to conduct its business, including confidential and proprietary information as well as personal information regarding its customers and employees, in digital form. Data maintained in digital form is subject to the risk of intrusion, tampering and theft. The Company develops and maintains systems in an effort to prevent intrusion, tampering and theft, 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 the Company’s efforts, the possibility of intrusion, tampering and theft cannot be eliminated entirely, and risks associated with each of these remain. In addition, the Company provides confidential, proprietary and personal information to third parties when it is necessary to pursue business objectives. While the Company obtains assurances that these third parties will protect this information and, where the Company believes appropriate, monitors the protections employed by these third parties, there is a risk the confidentiality of data held by third parties may be compromised. If the Company’s data systems are compromised, the Company’s ability to conduct its business may be impaired, the Company may lose profitable opportunities or the value of those opportunities may be diminished and, as described above, the Company may lose revenue as a result of unlicensed use of its intellectual property. If personal information of the Company’s customers or employees is misappropriated, the Company’s reputation with its customers and employees may be injured resulting in loss of business or morale, and the Company may incur costs to remediate possible injury to its customers and employees or to pay fines or take other action with respect to judicial or regulatory actions arising out of the incident.

8 A variety of uncontrollable events may reduce demand for the Company’s products and services, impair the Company’s ability to provide its products and services or increase the cost of providing the Company’s products and services. Demand for the Company’s products and services, particularly the Company’s 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 the Company’s 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 the Company’s ability to provide its products and services or to obtain insurance coverage with respect to these events. In addition, the Company derives royalties from the sales of its licensed goods and services by third parties and the management of businesses operated under brands licensed from the Company, and the Company is therefore dependent on the successes of those third parties for that portion of the Company’s revenue. A wide variety of factors could influence the success of those third parties and if negative factors significantly impacted a sufficient number of the Company’s licensees, the profitability of one or more of the Company’s businesses could be adversely affected. The Company obtains insurance against the risk of losses relating to some of these events, generally including physical damage to its property and resulting business interruption, certain injuries occurring on its property and some liabilities for alleged 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 the Company obtains vary from time to time depending on the Company’s 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 the Company’s business strategy or restructuring of the Company’s businesses may increase the Company’s costs or otherwise affect the profitability of the Company’s businesses. As changes in the Company’s business environment occur the Company may adjust its business strategies to meet these changes or the Company may otherwise decide to restructure its operations or particular businesses or assets. In addition, external events including changing technology, changing consumer patterns, acceptance of the Company’s theatrical offerings and changes in macroeconomic conditions may impair the value of the Company’s assets. When these changes or events occur, the Company may incur costs to change its business strategy and may need to write down the value of assets. The Company also makes investments in existing or new businesses, including investments in international expansion of its business and in new business lines. In recent years, such investments have included expansion and renovation of certain of the Company’s theme park attractions and investment in Shanghai Disney Resort. 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, the Company’s costs may increase, the Company 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.

Turmoil in the financial markets could increase the Company’s cost of borrowing and impede access to or increase the cost of financing the Company’s 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, the Company’s cost of borrowing could increase and it may be more difficult to obtain financing for the Company’s operations or investments. In addition, the Company’s borrowing costs can be affected by short- and long-term debt ratings assigned by independent rating agencies that are based, in part, on the

9 Company’s performance as measured by credit metrics such as interest coverage and leverage ratios. A decrease in these ratings would likely increase the Company’s cost of borrowing and/or make it more difficult for the Company to obtain financing. Past disruptions in the global financial markets also impacted some of the financial institutions with which the Company does business. A similar decline in the financial stability of financial institutions could affect the Company’s ability to secure credit-worthy counterparties for its interest rate and foreign currency hedging programs, could affect the Company’s ability to settle existing contracts and could also affect the ability of the Company’s business customers to obtain financing and thereby to satisfy their obligations to the Company.

Increased competitive pressures may reduce the Company’s revenues or increase the Company’s costs. The Company faces substantial competition in each of its businesses from alternative providers of the products and services the Company offers and from other forms of entertainment, lodging, tourism and recreational activities. The Company also must compete to obtain human resources, programming and other resources it requires in operating its business. For example: • The Company’s broadcast and cable networks, stations and online offerings compete for viewers with other broadcast, cable and satellite services as well as with home entertainment products, new sources of broadband and mobile delivered content and internet usage. • The Company’s broadcast and cable networks and stations compete for the sale of advertising time with other broadcast, cable and satellite services, and internet and mobile delivered content, as well as with newspapers, magazines, billboards and radio stations. • The Company’s cable networks compete for carriage of their programming with other programming providers. • The Company’s studio operations, broadcast and cable networks compete to obtain creative and performing talent, sports and other programming, story properties, advertiser support and market share with other studio operations, broadcast and cable networks and new sources of broadband delivered content. • The Company’s theme parks and resorts compete for guests with all other forms of entertainment, lodging, tourism and recreation activities. • The Company’s studio operations compete for customers with all other forms of entertainment. • The Company’s Consumer Products & Interactive Media segment competes with other licensors, publishers and retailers of character, brand and celebrity names. • The Company’s 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 the Company’s creative or other products, or to other products or other forms of entertainment, which could reduce the Company’s revenue or increase the Company’s marketing costs. Such competition may also reduce, or limit growth in, prices for the Company’s products and services, including advertising rates and subscription fees at the Company’s media networks, parks and resorts admissions and room rates, and prices for consumer products from which the Company derives license revenues. Competition for the acquisition of resources can increase the cost of producing the Company’s products and services.

10 Sustained increases in costs of pension and postretirement medical and other employee health and welfare benefits may reduce the Company’s profitability. With approximately 195,000 employees, the Company’s profitability is substantially affected by costs of pension benefits and current and postretirement medical benefits. The Company may experience significant increases in these costs as a result of macro-economic factors, which are beyond the Company’s 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 the Company’s 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 the Company has actively sought to control increases in these costs, there can be no assurance that the Company will succeed in limiting cost increases, and continued upward pressure could reduce the profitability of the Company’s businesses.

The Company’s results may be adversely affected if long-term programming or carriage contracts are not renewed on sufficiently favorable terms. The Company enters 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 the Company’s programming to content distributors. As these contracts expire, the Company must renew or renegotiate the contracts, and if the Company is unable to renew them on acceptable terms, the Company 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 the Company’s 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 the Company’s revenue from distribution of programs (or increase revenue at slower rates than the Company’s historical experience). Moreover, the Company’s ability to renew these contracts on favorable terms may be affected by recent consolidation in the market for program distribution. With respect to the acquisition of programming rights, particularly sports programming rights, the impact of these long-term contracts on the Company’s 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 the Company’s businesses may impair the profitability of the Company’s businesses. The Company’s broadcast networks and television stations are highly regulated, and each of the Company’s other businesses is subject to a variety of U.S. and overseas regulations. These regulations include: • U.S. FCC regulation of the Company’s television and radio networks, the Company’s national programming networks, and the Company’s owned television stations. See ‘‘The Walt Disney Company—Description of 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.

11 • 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 the Company to spend additional amounts to comply with the regulations, or may restrict the Company’s ability to offer products and services in ways that are profitable.

The Company’s operations outside the United States may be adversely affected by the operation of laws in those jurisdictions. The Company’s 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 the Company’s ability to react to changes in its business, and the Company’s 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 the Company’s ability to enforce its rights and to undertake activities that the Company believes are beneficial to its business. In addition, the business and political climate in some jurisdictions may encourage corruption, which could reduce the Company’s ability to compete successfully in those jurisdictions while remaining in compliance with local laws or United States anti-corruption laws applicable to the Company’s businesses. As a result, the Company’s ability to generate revenue and the Company’s expenses in non-U.S. jurisdictions may differ from what would be expected if U.S. law governed these operations.

Labor disputes may disrupt the Company’s operations and adversely affect the profitability of any of the Company’s businesses. A significant number of employees in various of the Company’s businesses are covered by collective bargaining agreements, including employees of the Company’s theme parks and resorts as well as writers, directors, actors, production personnel and others employed in the Company’s media networks and studio operations. In addition, the employees of licensees who manufacture and retailers who sell the Company’s 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 the Company’s employees or the employees of the Company’s licensees or retailers who sell the Company’s consumer products or providers of programming content may disrupt the Company’s operations and reduce the Company’s revenues, and resolution of disputes may increase the Company’s costs.

The seasonality of certain of the Company’s businesses could exacerbate negative impacts on the Company’s operations. Each of the Company’s businesses is normally subject to seasonal variations, as follows: • Revenues in the Company’s 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 the Company’s 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.

12 • Revenues in the Company’s 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 the Company’s Consumer Products & Interactive Media segment are influenced by seasonal consumer purchasing behavior, which generally results in higher revenues during the Company’s first fiscal quarter, and by the timing and performance of theatrical and game releases and cable programming broadcasts. Accordingly, if a short-term negative impact on the Company’s business occurs during a time of high seasonal demand (such as hurricane damage to its parks during the summer travel season), the effect could have a disproportionate effect on the results of that business for the year.

FACTORS WHICH ARE MATERIAL FOR THE PURPOSE OF ASSESSING THE MARKET RISKS ASSOCIATED WITH INSTRUMENTS ISSUED UNDER THE PROGRAMME The Instruments may not be suitable investment for all investors Each potential investor in the Instruments must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should consider, either on its own or with the help of its financial and other professional advisers, whether it: (i) has sufficient knowledge and experience to make a meaningful evaluation of the Instruments, the merits and risks of investing in the Instruments and the information contained or incorporated by reference in this Prospectus or any applicable supplement; (ii) has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Instruments and the impact the Instruments will have on its overall investment portfolio; (iii) has sufficient financial resources and liquidity to bear all of the risks of an investment in the Instruments, including where the currency for principal or interest payments is different from the potential investor’s currency; (iv) understands thoroughly the terms of the Instruments and be familiar with the behaviour of any relevant financial markets; and (v) is able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. Risks related to the structure of a particular issue of Instruments A wide range of Instruments may be issued under the Programme. A number of these Instruments may have features which contain particular risks for potential investors. Set out below is a description of the most common such features:

Instruments subject to optional redemption by the Issuer An optional redemption feature is likely to limit the market value of the Instruments. During any period when the Issuer may elect to redeem Instruments, the market value of those Instruments generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period. The Issuer may be expected to redeem Instruments when its cost of borrowing is lower than the interest rate on the Instruments. At those times, an investor generally would not be able to reinvest the

13 redemption proceeds at an effective interest rate as high as the interest rate on the Instruments being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.

Fixed/Floating Rate Instruments Fixed/Floating Rate Instruments may bear interest at a rate that converts from a fixed rate to a floating rate, or from a floating rate to a fixed rate. Where the Issuer has the right to effect such a conversion, this will affect the secondary market in and the market value of, the Instruments since the Issuer may be expected to convert the rate when it is likely to result in a lower overall cost of borrowing for the Issuer. If the Issuer converts from a fixed rate to a floating rate in such circumstances, the spread on the Fixed/Floating Rate Instruments may be less favourable than then prevailing spreads on comparable Floating Rate Instruments tied to the same reference rate. In addition, the new floating rate at any time may be lower than the rates on other Instruments. If the Issuer converts from a floating rate to a fixed rate in such circumstances, the fixed rate may be lower than then prevailing market rates.

Instruments issued at a substantial discount or premium The market values of securities issued at a substantial discount (such as Zero Coupon Instruments) or premium to their principal amount tend to fluctuate more in relation to general changes in interest rates than do prices for more conventional interest-bearing securities. Generally, the longer the remaining term of such securities, the greater the price volatility as compared to more conventional interest-bearing securities with comparable maturities.

Risks related to Instruments generally Set out below is a brief description of certain risks relating to the Instruments generally:

Modification The conditions of the Instruments contain provisions for calling meetings of Instrumentholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Instrumentholders including Instrumentholders who did not attend and vote at the relevant meeting and Instrumentholders who voted in a manner contrary to the majority.

U.S. Foreign Account Tax Compliance withholding may affect payments on the Instruments Pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the provisions commonly known as ‘‘FATCA’’) payments of interest on the Instruments whenever made and payments of gross proceeds from the sale or other disposition of an Instrument on or after January 1, 2019 made to or through a Foreign Financial Institution (as defined therein) or to any investor not in compliance with FATCA will be subject to a 30% United States federal withholding tax unless the Foreign Financial Institution or investor complies with certain certification and/or reporting procedures. See ‘‘Taxation—United States Taxation of United States Aliens— U.S. Foreign Account Tax Compliance Act (‘‘FATCA’’) Withholding’’. If any intermediary which is a Foreign Financial Institution through whom interest on the Instruments is paid fails to comply with these requirements or if any Instrument holder fails to comply with these requirements and such withholding is imposed, the terms of the Instruments provide that neither the Issuer, any Intermediary or any other person will be obliged to pay any Additional Amounts (as defined in Condition 8.01) with respect to such withholding.

14 Change of law The conditions of the Instruments are based on New York law in effect as at the date of this Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to New York law or administrative practice after the date of this Prospectus.

Risks related to the market generally Set out below is a brief description of the principal market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk:

The secondary market generally Instruments may have no established trading market when issued, and one may never develop. If a market for the Instruments does develop, it may not be very liquid. Therefore, investors may not be able to sell their Instruments easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for Instruments that are especially sensitive to interest rate, currency or market risks, are designated for specific investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors. These types of Instruments generally would have a more limited secondary market and more price volatility than conventional debt securities. Illiquidity may have a severely adverse effect on the market value of Instruments.

Exchange rate risks and exchange controls The Issuer will pay principal and interest on the Instruments in the Specified Currency. This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the ‘‘Investor’s Currency’’) other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to the Specified Currency would decrease (1) the Investor’s Currency- equivalent yield on the Instruments, (2) the Investor’s Currency-equivalent value of the principal payable on the Instruments and (3) the Investor’s Currency-equivalent market value of the Instruments. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate or the ability of the Issuer to make payments in respect of the Instruments. As a result, investors may receive less interest or principal than expected, or no interest or principal.

Interest rate risks Investment in Fixed Rate Instruments involves the risk that if market interest rates subsequently increase above the rate paid on the Fixed Rate Instruments, this will adversely affect the value of the Fixed Rate Instruments.

Credit ratings may not reflect all risks One or more independent credit rating agencies may assign credit ratings to the Issuer, the Instruments or the Programme. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above and the other factors that may affect the value of the Instruments. A credit rating is not a recommendation to buy, sell or hold securities and may be revised, suspended or withdrawn by the rating agency at any time. In addition, real or anticipated changes in the Issuer’s credit rating generally will affect any trading market for, or trading value of, the Instruments.

15 In general, European regulated investors are restricted under the CRA Regulation from using credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency established in the EU and registered under the CRA Regulation (and such registration has not been withdrawn or suspended), subject to transitional provisions that apply in certain circumstances whilst the registration application is pending. Such general restriction will also apply in the case of credit ratings issued by non-EU credit rating agencies, unless the relevant credit ratings are endorsed by an EU-registered credit rating agency or the relevant non-EU rating agency is certified in accordance with the CRA Regulation (and such endorsement action or certification, as the case may be, has not been withdrawn or suspended). The list of registered and certified rating agencies published by the European Securities and Markets Authority (‘‘ESMA’’) on its website in accordance with the CRA Regulation is not conclusive evidence of the status of the relevant rating agency included in such list, as there may be delays between certain supervisory measures being taken against a relevant rating agency and the publication of the updated ESMA list. To the extent applicable, certain information with respect to the credit rating agencies and ratings will be disclosed in the Final Terms.

Legal investment considerations may restrict certain investments The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Instruments are legal investments for it, (2) Instruments can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Instruments. Financial institutions should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of Instruments under any applicable risk-based capital or similar rules.

16 DOCUMENTS INCORPORATED BY REFERENCE The following documents previously filed by the Issuer (File No. 1-11605) with the Commission under the Exchange Act and the CSSF are incorporated in this Prospectus by reference in their entirety: (a) the Issuer’s Annual Report on Form 10-K for the fiscal year ended 1st October, 2016 which includes the consolidated financial statements of the Issuer for the fiscal years ended 3rd October, 2015 and 1st October, 2016; (b) the Issuer’s Quarterly Report for the quarter ended 31st December, 2016; and (c) the Issuer’s Current Report on Form 8-K dated 2nd December, 2016. Pursuant to the Exchange Act, the Issuer prepares and files quarterly interim reports on Form 10-Q. The financial information included or incorporated by reference herein has been prepared in accordance with U.S. generally accepted accounting principles (‘‘U.S. GAAP’’) and has not been prepared in accordance with International Financial Reporting Standards. In addition, certain information incorporated by reference includes ‘‘Alternative Performance Measures’’, as defined in the guidelines published by the European Securities and Markets Authority (‘‘APMs’’). Additional information is set out below under the heading ‘‘Alternative Performance Measures’’. This Prospectus should be read and construed with any supplement hereto and with any other documents incorporated by reference in this document and, in relation to any Series (as defined herein) of Instruments, should be read and construed together with the relevant Final Terms (as defined herein), in each case so that such supplement, other document or Final Terms are incorporated and form part of this Prospectus. Following the publication of this Prospectus, a supplement may be prepared by the Issuer and approved by the CSSF in accordance with Article 16 of the Prospectus Directive. Statements contained in any such supplement (or contained in any document incorporated by reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be deemed to modify or supersede statements contained in this Prospectus or in a document which is incorporated by reference in this Prospectus. Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Prospectus. The Issuer will, in the event of any significant new factor, material mistake or inaccuracy relating to information included in this Prospectus that is capable of affecting the assessment of any Instruments, prepare a supplement to this Prospectus or publish a new Prospectus for use in connection with any subsequent issue of Instruments. The Issuer will, at the specified offices of the Paying Agents, provide, free of charge, upon the oral or written request therefor, a copy of this Prospectus (or any document incorporated by reference herein). Written or oral requests for such documents should be directed to the specified office of any Paying Agent or the specified office of the Listing Agent in Luxembourg or to The Walt Disney Company, 500 South Buena Vista Street, Burbank, California 91521, Attention: General Counsel and Secretary; telephone number: (818) 560-1000. Copies of documents incorporated by reference into this Prospectus are available on the Luxembourg Stock Exchange’s website (www.bourse.lu).

17 Specific items contained in ‘‘Documents Incorporated By Reference’’ Audited annual consolidated financial statements of the Issuer, as set out in its Annual Report on Form 10-K for the fiscal year ended 1st October, 2016: Management’s Report on Internal Control over Financial Reporting ...... Page 59 Report of Independent Registered Public Accounting Firm ...... Page 60 Consolidated Statements of Income for the Years Ended 1st October, 2016 and 3rd October, 2015 ...... Page 61 Consolidated Statements of Comprehensive Income for the Years Ended 1st October, 2016 and 3rd October, 2015 ...... Page 62 Consolidated Balance Sheets as of 1st October, 2016 and 3rd October, 2015 ...... Page 63 Consolidated Statements of Cash Flows for the Years Ended 1st October, 2016 and 3rd October, 2015 ...... Page 64 Consolidated Statements of Shareholders’ Equity for the years ended 1st October, 2016 and 3rd October, 2015 ...... Page 65 Notes to Consolidated Financial Statements ...... Pages 66-105 Unaudited interim consolidated financial statements of the Issuer, as set out in its First Quarter 2017 Report on Form 10-Q for the quarter ended 31st December, 2016: Condensed Consolidated Statements of Income for the quarter ended 31st December, 2016 ...... Page 2 Condensed Consolidated Statements of Comprehensive Income for the quarter ended 31st December, 2016 ...... Page 3 Condensed Consolidated Balance Sheets as of 31st December, 2016 ...... Page 4 Condensed Consolidated Statements of Cash Flows for the quarter ended 31st December, 2016 ...... Page 5 Condensed Consolidated Statements of Equity for the quarter ended 31st December, 2016 ...... Page 6 Notes to Condensed Consolidated Financial Statements ...... Pages 7-19

Credit Ratings Issuer credit ratings (as set out under the heading ‘‘Financing Activities of the Issuer’’ in the Issuer’s Annual Report on Form 10-K for the fiscal year ended 1st October, 2016) ...... Page 46

Legal Proceedings Part I, Item 3 of the Issuer’s Annual Report on Form 10-K for the fiscal year ended 1st October, 2016 ...... Page 22 Note 14 to Consolidated Financial Statements of Issuer’s Annual Report on Form 10-K for fiscal year ended 1st October, 2016 ...... Pages 98-100 Part II, Item 1 of the Issuer’s First Quarter 2017 Report on Form 10-Q for the quarter ended 31st December, 2016 ...... Page 37 Note 10 to Condensed Consolidated Financial Statements of Issuer’s First Quarter 2017 Report on Form 10-Q for the quarter ended 31st December, 2016 ...... Pages 13-14

18 The information incorporated by reference that is not included in the cross-reference list, is considered as additional information and is not required by the relevant schedules of Commission Regulation (EC) No. 809/2004.

Alternative Performance Measures The following table below presents information regarding APMs included in the Issuer’s Annual Report on Form 10-K for the fiscal year ended 1st October, 2016 and Quarterly Report for the quarter ended 31st December, 2016:

Definition, components and Page basis of Document APM Number calculation Reconciliation Use Annual Report on Aggregate segment Page 31 The definition, A reconciliation to The Issuer believes that Form 10-K operating income components and Income before information about aggregate basis of calculation income taxes is set segment operating income are set out on out on page 31. assists investors by allowing page 31. them to evaluate changes in the operating results of the Issuer’s portfolio of businesses separate from factors other than business operations that affect net income. Quarterly Report on Aggregate segment Page 8 The definition, A reconciliation to The Issuer believes that Form 10-Q operating income components and Income before information about aggregate basis of calculation income taxes is set segment operating income are set out on out on page 8. assists investors by allowing page 8. them to evaluate changes in the operating results of the Issuer’s portfolio of businesses separate from factors other than business operations that affect net income.

19 DESCRIPTION OF THE PROGRAMME The following is a brief description only and is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this document and, in relation to any Instruments, in conjunction with the applicable Final Terms and, to the extent applicable, the Terms and Conditions of the Instruments set out herein. This Description constitutes a general description of the Programme for the purposes of Article 22.5(3) of Commission Regulation (EC) No 809/2004 implementing the Prospectus Directive (the ‘‘Prospectus Regulation’’).

Issuer: ...... The Walt Disney Company.

Risk Factors: ...... There are certain factors that may affect the Issuer’s ability to fulfil its obligations under Instruments issued under the Programme, and there are certain factors that are material for the purpose of assessing the market risks associated with Instruments issued under the Programme, see ‘‘Risk Factors’’.

Arranger: ...... BNP Paribas.

Dealers: ...... Banca IMI S.p.A., Banco Santander, S.A., BNP Paribas, BNY Mellon Capital Markets EMEA Limited, Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, London Branch, Goldman Sachs International, HSBC Bank plc, ICBC Standard Bank plc, ING Bank N.V., J.P. Morgan Securities plc, Merrill Lynch International, Mizuho International plc, Morgan Stanley & Co. International plc, MUFG Securities EMEA plc, RBC Europe Limited, SMBC Nikko Capital Markets Limited, Societ´ e´ Gen´ erale,´ Standard Chartered Bank, The Toronto-Dominion Bank, Wells Fargo Securities International Limited, Westpac Banking Corporation ABN 33 007 457 141 and any other dealer appointed from time to time by the Issuer either generally in respect of the Programme or in relation to a particular Tranche of Instruments.

Certain Restrictions: ...... Instruments having a maturity of less than one year will, if the proceeds of the issue are accepted in the United Kingdom, constitute deposits for the purposes of the prohibition on accepting deposits contained in section 19 of the Financial Services and Markets Act 2000 unless they are issued to a limited class of professional investors and have a denomination of at least £100,000 or its equivalent, see ‘‘Subscription and Sale’’.

Fiscal Agent: ...... Deutsche Bank AG, London Branch.

Luxembourg Listing Agent: .... Deutsche Bank Luxembourg S.A.

Maximum Programme Amount: . Up to U.S.$4,000,000,000 (and, for this purpose, any Instruments denominated in another currency shall be translated into U.S. dollars at the date of the agreement to issue such Instruments using the spot rate of exchange for the purchase of such currency against payment of U.S. dollars being quoted by the Fiscal Agent on the date on which the Relevant Agreement (as defined in the Dealership Agreement

20 referred to under ‘‘Subscription and Sale’’) in respect of the relevant Tranche was made or such other rate as the Issuer and the Relevant Dealer (as defined in the Dealership Agreement) may agree) in aggregate nominal amount of Instruments outstanding at any one time (including, for the avoidance of doubt, any Instruments which were issued prior to the date of this Prospectus and which are still outstanding). The maximum aggregate nominal amount of Instruments which may be outstanding under the Programme may be increased from time to time, subject to compliance with the relevant provisions of the Dealership Agreement.

Issuance in Series: ...... Instruments will be issued in series (each, a ‘‘Series’’). Each Series may comprise one or more tranches (‘‘Tranches’’ and each, a ‘‘Tranche’’) issued on different issue dates. The Instruments of each Series will have identical terms, except that (i) the issue date and the amount of the first payment of interest may be different in respect of different Tranches and (ii) a Series may comprise Instruments in bearer form and Instruments in registered form and Instruments in more than one denomination. The Instruments of each Tranche will all have identical terms in all respects save that a Tranche may comprise Instruments in bearer form and Instruments in registered form and may comprise Instruments of different denominations.

Form of Instruments: ...... Instruments may be issued in bearer form or in registered form. Bearer Instruments may not be issued unless such instruments are treated as issued in registered form for U.S. federal income tax purposes. Instruments in registered form may not be exchanged for Instruments in bearer form and vice versa, except in the case of the exchange of Global Bearer Instruments for Definitive Instruments in certain limited circumstances.

Currencies: ...... Instruments may be denominated in any currency or currencies, subject to compliance with all applicable legal and/or regulatory and/or central bank requirements.

Status: ...... Instruments will be direct, unsecured and senior obligations of the Issuer ranking pari passu without any preference among themselves and at least pari passu with all other present and future unsecured and senior obligations of the Issuer save for such obligations as may be preferred by provisions of law that are both mandatory and of general application. The Instruments are obligations exclusively of the Issuer. The operations of the Issuer are conducted almost entirely through subsidiaries. Accordingly, the cash flow and the consequent ability of the Issuer to service the debt of the Issuer, including the Instruments, are dependent upon the earnings of its subsidiaries and the distribution of those earnings to the Issuer, whether by dividends, loans or otherwise. The payment of dividends and the making of loans and advances to the Issuer by its subsidiaries may be subject to statutory or contractual restrictions, are contingent upon the earnings of those subsidiaries and are subject to various business considerations upon their liquidations or reorganisation (and the consequent right of the holders of the Instruments to participate in those assets) and will

21 be effectively subordinated to the claims of that subsidiary’s creditors (including trade creditors), except to the extent that the Issuer is itself recognised as a creditor of such subsidiary in which case the claims of the Issuer would still be subordinated to any security interests in the assets of such subsidiary and any indebtedness of such subsidiary senior to that held by the Issuer. Neither the Issue and Paying Agency Agreement nor the Instruments will limit the Issuer’s or each of the Issuer’s subsidiaries’ ability to incur additional indebtedness in the future.

Issue Price: ...... Instruments may be issued at any price as specified in the applicable Final Terms.

Maturities: ...... Instruments must have a maturity of 184 days or more, subject, in relation to specific currencies, to compliance with all applicable legal and/or regulatory and/or central bank requirements.

Redemption at Maturity: ...... Unless previously redeemed, or purchased and cancelled, each Instrument shall be redeemed by the Issuer on the Maturity Date at its Final Redemption Amount (being equal to, or greater than 100% of the nominal amount) as specified in the applicable Final Terms.

Early Redemption: ...... Early redemption will be permitted for taxation reasons as set out in Condition 6.02 and Condition 8.02 of the Terms and Conditions of the Instruments, but will otherwise be permitted only to the extent specified in the applicable Final Terms.

Instruments issued on terms that they must be redeemed before their first anniversary may be subject to restrictions on their denomination and distribution. See ‘‘Certain Restrictions’’ above.

Interest: ...... Instruments may be interest-bearing or non-interest bearing. Interest (if any) may accrue at a fixed or floating rate and may vary during the lifetime of the relevant Series.

Denominations: ...... Instruments will be issued in such denominations as may be specified in the applicable Final Terms, subject to compliance with all applicable legal and/or regulatory and/or central bank requirements, save that the minimum denomination of each Instrument admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive will be A100,000 (or, if the Instruments are denominated in a currency other than euro, the equivalent amount in such currency).

Taxation: ...... All payments in respect of the Instruments will be made without deduction for or on account of any withholding taxes imposed by the United States or its political subdivisions, subject to certain exceptions. See ‘‘Terms and Conditions of the Instruments— Taxation’’.

22 Governing Law: ...... The Instruments and all related contractual documentation will be governed by, and construed in accordance with, the laws of the State of New York.

Listing, Approval and Admission to Trading: ...... The CSSF has approved this document as a base prospectus. Application has also been made to the Luxembourg Stock Exchange for Instruments issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange’s Regulated Market and to be listed on the official list of the Luxembourg Stock Exchange.

Instruments may be listed or admitted to trading, as the case may be, on other or further stock exchanges or markets agreed between the Issuer and the relevant Dealer in relation to the Series. Instruments also may be issued that are neither listed nor admitted to trading on any market.

The applicable Final Terms will state whether or not the relevant Instruments are to be listed and/or admitted to trading and, if so, on which stock exchanges and/or markets.

Terms and Conditions: ...... Final Terms will be prepared in respect of each Tranche of Instruments, a copy of which will, in the case of Instruments to be listed on the official list of the Luxembourg Stock Exchange, be delivered to the CSSF on or before the date of issue of such Instruments. The terms and conditions applicable to each Tranche will be those set out herein under ‘‘Terms and Conditions of the Instruments’’ as supplemented or completed by the applicable Final Terms.

Clearing Systems: ...... Euroclear, Clearstream, Luxembourg and/or, in relation to any Instruments, any other clearing system as may be specified in the applicable Final Terms.

Put/Calls: ...... In the event that put and/or call options are applicable to any Instruments (as agreed between the Issuer and the relevant Dealer), the details thereof (including notice periods) will be specified in the applicable Final Terms. Put/call options will in all cases be subject to any legal and/or regulatory and/or central bank requirement providing for minimum maturities for an issue denominated in a specific currency.

Selling Restrictions: ...... For a description of certain restrictions on offers, sales and deliveries of Instruments and on the distribution of offering material in the United States of America, the European Economic Area (including the United Kingdom), and Japan, see ‘‘Subscription and Sale.’’

23 APPLICABLE FINAL TERMS Set out below is the form of Final Terms which will be completed for each Tranche of Instruments issued under the Programme. [Date]

The Walt Disney Company Programme for the Issuance of Debt Instruments Issue of [Aggregate Nominal Amount of Tranche] [Title of Instruments]

PART A — CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 15th February, 2017 [and the supplement to the Prospectus, dated [date] which [together] constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the ‘‘Prospectus Directive’’) as amended (which includes the amendments made by Directive 2010/73/EU (the ‘‘2010 PD Amending Directive’’) and includes any relevant implementing measure in a relevant Member State of the European Economic Area). This document constitutes the Final Terms of the Instruments described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus [as so supplemented]. Full information on the Issuer and the offer of the Instruments is only available on the basis of the combination of these Final Terms and the Prospectus [and the supplement to the Prospectus]. The Prospectus is available for viewing and copies may be obtained during normal business hours from the Paying Agent in Luxembourg, currently being Deutsche Bank Luxembourg, S.A., 2 Boulevard Konrad Adenauer, L-1115 Luxembourg. The Prospectus is, and in the case of instruments admitted to trading on the regulated market of the Luxembourg Stock Exchange, the applicable Final Terms will also be published on the website of the Luxembourg Stock Exchange, www.bourse.lu. [Include whichever of the following apply or specify as ‘‘Not Applicable’’ (N/A). Note that the numbering should remain as set out below, even if ‘‘Not Applicable’’ is indicated for individual paragraphs or subparagraphs. Italics denote directions for completing the Final Terms.]

24 1. [(i)] Series Number: [ ] [(ii)] Tranche Number: [ ] [(iii)] Date on which the Instruments will be The Instruments will be consolidated and form a consolidated and form a single series: single series with [identify earlier Tranches] on [the Issue Date/specify other] 2. Specified Currency or Currencies: [ ] 3. Aggregate Nominal Amount: — Tranche: [ ] — Series: [ ] 4. Issue Price: [ ] per cent. of the Aggregate Nominal Amount [plus accrued interest from [insert date] (in the case of fungible issues only, if applicable)] 5. (i) Specified Denominations: [ ] (In the case of Registered Instruments, this means the minimum integral (Note—where multiple denominations above amount in which transfers can be [B100,000] or equivalent are being used the made) following sample wording should be followed: ‘‘[B100,000] and integral multiples of [B1,000] in excess thereof up to and including [B199,000]. No Instruments in definitive form will be issued with a denomination above [B199,000].’’) N.B. If an issue of Instruments is (i) NOT admitted to trading on an European Economic Area exchange; and (ii) only offered in the European Economic Area in circumstances where a prospectus is not required to be published under the Prospectus Directive the B100,000 minimum denomination is not required.) (ii) Calculation Amount: [ ] (If only one Specified Denomination, insert the Specified Denomination. If more than one Specified Denomination, insert the highest common factor. Note: There must be a common factor in the case of two or more Specified Denominations.) 6. (i) Issue Date [and Interest Commencement Date]: [ ] (ii) Interest Commencement Date (if different from the Issue Date): [ ] 7. Maturity Date: [Fixed rate — specify date/Floating rate — Interest Payment Date falling in [specify month and year]]

25 8. Interest Basis: [[ ] per cent. Fixed Rate] [[LIBOR/EURIBOR] +/ǁ [ ] per cent. Floating Rate] [Zero Coupon] (further particulars specified at paragraph [14/15/16] below) 9. Redemption/Payment Basis: Subject to any purchase and cancellation or early redemption, the Instruments will be redeemed on the Maturity Date at [ ] per cent. of their nominal amount 10. Change of Interest Basis: [For the period from (and including) the Interest Commencement Date, up to (but excluding)[date] paragraph [14/15] applies and for the period from (and including) [date], up to (and including) the Maturity Date, paragraph [14/15] applies]/[Not Applicable] including) the Maturity Date, paragraph [14/15] applies]/[Not Applicable] 11. Put/Call Options: [Investor Put] [Issuer Call] [(further particulars specified at paragraph [17/18] below)] 12. [Date [Board] approval for issuance of [ ]] Instruments obtained: (N.B. Only relevant where Board (or similar) authorisation is required for the particular tranche of Instruments) 13. Method of distribution: [Syndicated/Non-syndicated]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 14. Fixed Rate Instruments Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining sub- paragraphs of this paragraph) (i) Rate[(s)] of Interest: [ ] per cent. per annum [payable [annually/ semi-annually/quarterly] in arrear] (ii) Interest Payment Date(s): [ ] [and [ ]] in each year (iii) Fixed Coupon Amount(s): [ ] per [ ] in nominal amount (iv) Broken Amount(s): [Insert particulars of any initial or final broken interest amounts which do not correspond with the Fixed Coupon Amount] (v) Fixed Day Count Fraction: [Actual/365 (Fixed), 30/360 or Actual/Actual (ICMA)]

26 (vi) Determination Date(s): [ ] in each year [Not Applicable] [Insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon] (NB: This will need to be amended in the case of regular interest payment dates which are not of equal duration) (NB: Only relevant where Day Count Fraction is Actual/Actual (ICMA)) 15. Floating Rate Instruments Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining sub- paragraphs of this paragraph) (i) Specified Period(s)/Specified Interest Payment Dates: [ ] (ii) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention] (iii) Additional Business Centre(s): [ ] [Not Applicable] (iv) Manner in which the Rate of Interest and Interest Amount is to be [Screen Rate Determination/ISDA determined: Determination] (v) Party responsible for calculating the Rate of Interest and Interest Amount (if not the Fiscal Agent): [ ] (vi) Screen Rate Determination: — Reference Rate: [ ] (Either LIBOR or EURIBOR) — Interest Determination Date(s): [ ] (Second London business day prior to the start of each Interest Period if LIBOR (other than Sterling or euro LIBOR), first day of each Interest Period if Sterling LIBOR and second day on which the TARGET2 system is open prior to the start of each Interest Period if EURIBOR or euro LIBOR) — Relevant Screen Page: [ ] (In the case of EURIBOR, if not Reuters EURIBOR01 ensure it is a page which shows a composite rate or amend the fallback provisions appropriately) (vii) ISDA Determination: — Floating Rate Option: [ ] — Designated Maturity: [ ] — Reset Date: [ ]

27 (viii) Linear Interpolation: [Not Applicable/Applicable—the Rate of Interest for the [long/short] [first/last] Interest Period shall be calculated using Linear Interpolation (specify for each short or long interest period)] (ix) Margin(s): [+/ǁ][ ] per cent. per annum (x) Minimum Rate of Interest: [ ] per cent. per annum (xi) Maximum Rate of Interest: [ ] per cent. per annum (xii) Floating Day Count Fraction: [Actual/Actual (ISDA)] [Actual/Actual] [Actual/365 (Fixed)] [Actual/360] [30/360] [360/360] [Bond Basis] [30E/360] [Eurobond Basis] [30E/360 (ISDA)] 16. Zero Coupon Instruments Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining sub- paragraphs of this paragraph) (i) Accrual Yield: [ ] per cent. per annum (ii) Reference Price: [ ]

PROVISIONS RELATING TO REDEMPTION 17. Issuer Call: [Applicable/Not Applicable] (If not applicable, delete the remaining sub- paragraphs of this paragraph) (i) Optional Redemption Date(s): [ ] (ii) Optional Redemption Amount(s) of each Instrument and method, if any, of calculation of such amount(s): [ ] per Calculation Amount (iii) If redeemable in part: (a) Minimum Redemption Amount: [ ] (b) Maximum Redemption Amount: [ ] 18. Investor Put: [Applicable/Not Applicable] (If not applicable, delete the remaining sub- paragraphs of this paragraph) (i) Optional Redemption Date(s): [ ] (ii) Optional Redemption Amount(s) of each Instrument and method, if any, of calculation of such amount(s): [ ] per Calculation Amount 19. Final Redemption Amount of each Instrument: [[ ] per Calculation Amount] 20. Early Redemption Amount(s) of each Instrument payable on redemption for taxation reasons or on event of default: [ ] per Calculation Amount

28 GENERAL PROVISIONS APPLICABLE TO THE INSTRUMENTS 21. Form of Instruments: [Global Registered Instrument] [Global Bearer Instrument] [Definitive Instrument] 22. Additional Financial Centre(s) or other [Not Applicable/give details] special provisions relating to Payment Dates: (Note that this item relates to the place of payment and not Interest Period end dates to which item 15(iii) relates) Signed on behalf of The Walt Disney Company:

By: Duly authorised

Date:

29 PART B — OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING (i) Listing and admission to trading: [Application [has been/is expected to be] made by the Issuer (or on its behalf) for the Instruments to be listed on [the Official List of the Luxembourg Stock Exchange/specify other] and admitted to trading on [the regulated market of the Luxembourg Stock Exchange/specify other] with effect from [ ].] [Not Applicable.] (Where documenting a fungible issue need to indicate that original Instruments are already admitted to trading.) (ii) Estimate of total expenses related to admission to trading: [ ]

2. RATINGS Ratings: [Not Applicable] [The Instruments to be issued [[have been]/[are expected to be]] rated:

[insert details] by [insert legal names of relevant CRA(s)]. [[Insert the legal name of the relevant CRA entity] is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended, including by Regulation (EU) No. 462/2013). [As such [insert the legal name of the relevant CRA entity] is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with such Regulation.]] [[Insert the legal name of the relevant non-EU CRA entity] is not established in the European Union and is not registered in accordance with Regulation (EC) No. 1060/2009 (as amended, including by Regulation (EU) No. 462/2013)[. [Insert the legal name of the relevant non-EU CRA entity] is therefore not included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with such Regulation].] [[Insert the legal name of the relevant non-EU CRA entity] is not established in the European Union and has not applied for registration under Regulation (EC) No. 1060/2009 (as amended, including by Regulation (EU) No. 462/2013) (the ‘‘CRA Regulation’’). The ratings have been endorsed by [insert the legal name of the relevant EU-registered CRA entity] in accordance with the CRA Regulation. [Insert the legal name of the relevant EU CRA entity] is established in the European Union and registered under the CRA

30 Regulation[. As such [insert the legal name of the relevant EU CRA entity] is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation].] The European Securities Markets Authority has indicated that ratings issued in [Japan/Australia/the USA/Canada/Hong Kong/Singapore/Argentina/ Mexico (delete as appropriate)] which have been endorsed by [insert the legal name of the relevant EU CRA entity that applied for registration] may be used in the EU by the relevant market participants.] [[Insert the legal name of the relevant non-EU CRA entity] is not established in the European Union and has not applied for registration under Regulation (EC) No. 1060/2009 (as amended, including by Regulation (EU) No. 462/2013) (the ‘‘CRA Regulation’’), but it [is]/[has applied to be] certified in accordance with the CRA Regulation[[and it is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation] [although notification of the corresponding certification decision has not yet been provided by the European Securities and Markets Authority and [insert the legal name of the relevant non-EU CRA entity] is not included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation].] [[Insert the legal name of the relevant CRA entity] is established in the European Union and has applied for registration under Regulation (EC) No. 1060/2009 (as amended, including by Regulation (EU) No. 462/2013), although notification of the corresponding registration decision has not yet been provided by the European Securities and Markets Authority [and [insert the legal name of the relevant CRA entity] is not included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with such Regulation].] [[Insert the legal name of the relevant non-EU CRA entity] is not established in the European Union and has not applied for registration under Regulation (EC) No. 1060/2009 (as amended, including by Regulation (EU) No. 462/2013) (the ‘‘CRA Regulation’’). However, the application for registration under the CRA Regulation of [insert the legal name of the relevant EU CRA entity that applied for registration], which is established in the

31 European Union, disclosed the intention to endorse credit ratings of [insert the legal name of the relevant non-EU CRA entity][, although notification of the corresponding registration decision has not yet been provided by the European Securities and Markets Authority and [insert the legal name of the relevant EU CRA entity] is not included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation].] The European Securities Markets Authority has indicated that ratings issued in [Japan/Australia/the USA/Canada/Hong Kong/Singapore/Argentina/ Mexico (delete as appropriate)] which have been endorsed by [insert the legal name of the relevant EU CRA entity that applied for registration] may be used in the EU by the relevant market participants.]]

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE [Save for any fees payable to the [Manager[s]/Dealer[s]], so far as the Issuer is aware, no person involved in the issue of the Instruments has an interest material to the offer. The [Manager[s]/Dealer[s]] and [their/ its] affiliates, including parent companies, have engaged, and may in the future engage, in financing, investment banking and/or commercial banking transactions with, and may perform services for the Issuer and its affiliates in the ordinary course of business. — Amend as appropriate if there are other interests]

4. [HISTORIC INTEREST RATES (Floating Rate Notes only) Details of historic [LIBOR/EURIBOR] rates can be obtained from [Reuters] [ ].]

5. OPERATIONAL INFORMATION (i) ISIN: [] (ii) Common Code: [ ] (iii) Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s): [Not Applicable/give name(s) and number(s)] (iv) Delivery: Delivery [against/free of] payment (v) Names and addresses of additional Paying Agent(s) (if any): [ ] 6. YIELD (Fixed Rate Instruments only) Indication of yield: [ ][Not Applicable] 7. DISTRIBUTION (i) If syndicated, names of Managers: [Not Applicable/give names] (ii) If non-syndicated, name of relevant Dealer: [ ] (iii) Stabilising Manager(s) (if any): [Not Applicable/give names] 8. THIRD PARTY INFORMATION [[ ] has been extracted from [specify source]. The issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by [specify source], no facts have been omitted which would render the reproduced information inaccurate or misleading].

32 TERMS AND CONDITIONS OF THE INSTRUMENTS The following are the Terms and Conditions of the Instruments which (subject to completion and amendment) will be applicable to each series of Instruments, provided that the applicable Final Terms in relation to any Instruments will supplement and complete the following Terms and Conditions for the purposes of such Instruments. The Instruments are issued pursuant to and in accordance with an amended and restated issue and paying agency agreement (as amended, supplemented or replaced, the ‘‘Issue and Paying Agency Agreement’’) dated 15th February, 2017 and made between The Walt Disney Company (the ‘‘Issuer’’), Deutsche Bank AG London in its capacity as fiscal agent (the ‘‘Fiscal Agent’’, which expression shall include any successor to Deutsche Bank AG London in its capacity as such), Deutsche Bank Luxembourg S.A. in its capacity as registrar (the ‘‘Registrar’’, which expression shall include any successor to Deutsche Bank Luxembourg S.A. in its capacity as such) and the paying agents named therein (the ‘‘Paying Agents’’, which expression shall include the Fiscal Agent and any substitute or additional paying agents appointed in accordance with the Issue and Paying Agency Agreement). Copies of the Issue and Paying Agency Agreement are available for inspection during normal business hours at the specified office of each of the Paying Agents and the Registrar. All persons from time to time entitled to the benefit of obligations under any Instruments shall be deemed to have notice of, and shall be bound by, all of the provisions of the Issue and Paying Agency Agreement insofar as they relate to the relevant Instruments. The Instruments are issued in series (each, a ‘‘Series’’), and each Series may comprise one or more tranches (‘‘Tranches’’ and each, a ‘‘Tranche’’) of Instruments. Each Tranche will be the subject of a final terms (each, a ‘‘Final Terms’’), a copy of which will be available free of charge during normal business hours at the specified office of the Fiscal Agent and/or, as the case may be, the Registrar. In the case of a Tranche of Instruments in relation to which application has not been made for listing on any stock exchange, copies of the Final Terms will only be available for inspection by a Holder (as defined in Condition 2) of such Instruments. References in these Terms and Conditions to the ‘‘Instruments’’ are to the Instruments of the relevant Series only and not to the Instruments of any other Series. References in these conditions to Holders in relation to any Instrument shall mean in the case of Definitive Instruments, the persons in whose name the Definitive Instruments are registered and shall, in relation to Global Instruments be construed as provided below. References in these Terms and Conditions to the Final Terms are to the Final Terms prepared in relation to the Instruments of the relevant Tranche or Series. Words and expressions used in the Final Terms shall have the same meanings given thereto in these Terms and Conditions unless the context otherwise requires or unless otherwise stated. In respect of any Instruments, references herein to these Terms and Conditions are to these terms and conditions as supplemented by the Final Terms.

1. Form 1.01 Instruments may be issued in registered form (‘‘Registered Instruments’’) or bearer form (‘‘Bearer Instruments’’), as specified in the relevant Final Terms. Bearer Instruments may not be issued unless such Instruments are treated as issued in registered form for U.S. federal income tax purposes. Registered Instruments will not be exchangeable for Bearer Instruments and vice versa, except in the case of the exchange of Global Bearer Instruments (as defined herein) for Definitive Instruments (as defined herein) in certain limited circumstances, as described below. This Instrument is a Fixed Rate Instrument, a Floating Rate Instrument, a Zero Coupon Instrument depending upon the Interest Basis shown in the Final Terms, or a combination of any of the foregoing if any change of Interest Basis is so specified in the applicable Final Terms.

33 For so long as any of the Instruments is represented by a Global Instrument held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream, Luxembourg) and/or any other clearing system, each person (other than Euroclear, Clearstream, Luxembourg or such other clearing system) who is for the time being shown in the records of Euroclear, Clearstream, Luxembourg or such other clearing system as the holder of a particular nominal amount of such Instruments (in which regard any certificate or other document issued by Euroclear, Clearstream, Luxembourg or such other clearing system as to the nominal amount of such Instruments standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer and the Agents as the holder of such nominal amount of such Instruments for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Instruments, for which purpose the bearer of the relevant Bearer Global Instrument or the registered holder of the relevant Registered Global Instrument shall be treated by the Issuer and any Agent as the holder of such nominal amount of such Instruments in accordance with and subject to the terms of the relevant Global Instrument and the expressions Holder and holder of Instruments and related expressions shall be construed accordingly.

Registered Instruments 1.02 Each Tranche of Registered Instruments will be represented upon issue by a global Instrument in registered form (a ‘‘Global Registered Instrument’’). Global Registered Instruments will be registered in the name of a nominee for a common depositary (a ‘‘Common Depositary’’) for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system. Under certain limited circumstances, interests in a Global Registered Instrument may be exchanged for definitive Instruments in registered form, which will be serially numbered (‘‘Definitive Instruments’’).

Bearer Instruments 1.03 Each Tranche of Bearer Instruments will be represented upon issue by a global Instrument in bearer form (a ‘‘Global Bearer Instrument’’). Global Bearer Instruments will be delivered to a Common Depositary (or a nominee thereof) for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system, in any case as part of an arrangement that results in the issuance of a debt obligation in registered form for U.S. federal income tax purposes. Under certain limited circumstances, interests in a Global Bearer Instrument may be exchanged for Definitive Instruments.

Definitive Instruments 1.04 Interests in a Global Registered Instrument or a Global Bearer Instrument will be exchanged by the Issuer in whole, but not in part only, at the option of the Holder of the Instruments represented by the Global Registered Instrument or Global Bearer Instrument, as the case may be, for Definitive Instruments, (a) if an Event of Default (as described in Condition 7.01) occurs in respect of any Instrument of the relevant Series or (b) if either Euroclear; Clearstream, Luxembourg; or any other relevant clearing system is closed for business for a continuous period of fourteen days (other than by reason of public holidays) or announces an intention to cease business permanently or in fact does so without a successor. Interests in a Global Registered Instrument or a Global Bearer Instrument will be exchanged by the Issuer in whole, but not in part only, at the option of the Issuer upon a change in tax law that would be adverse to the Issuer but for the issuance of Definitive Instruments, completed in accordance with the terms and conditions of the Issue and Paying Agency Agreement. The Issuer shall promptly give notice to the Holders in accordance with Condition 14 if it elects to exercise its option to exchange interests in a Global Instrument for Definitive Instruments. For the avoidance of doubt, no Holder shall be permitted to remove or repossess a Global Registered Instrument or a Global Bearer Instrument from Euroclear; Clearstream, Luxembourg; or any other relevant clearing system, except in exchange for Definitive Instruments in the circumstances permitted by this

34 Condition 1.04, and such Holder will be required to provide any information necessary for the exchange of such interest for Definitive Instruments. Any exchange of Instruments pursuant to this Condition 1.04 shall be at the cost and expense of the Issuer.

Currency of Instruments 1.05 The Instruments are denominated and/or payable in such currency as may be specified in the applicable Final Terms. Any currency may be so specified, subject to compliance with all applicable legal and/or regulatory and/or central bank requirements.

2. Title and Transfer Registered Instruments 2.01 The Registrar will maintain the register (the ‘‘Register’’) in accordance with the provisions of the Issue and Paying Agency Agreement. A Definitive Instrument will be issued to each Holder (as defined above) in respect of its registered holding. If issued, each Definitive Instrument will be numbered serially and recorded in the Register. 2.02 Subject to Conditions 2.05 and 2.06 below, a Registered Instrument may be transferred upon surrender of the relevant Global Registered Instrument or Definitive Instrument (as the case may be), with the endorsed form of transfer duly completed, at the specified office of the Registrar or any Transfer Agent, together with such evidence as the Registrar or such Transfer Agent (as the case may be) may reasonably require to prove the title of the transferor and the authority of the individuals who have executed the form of transfer; provided, however, that a Registered Instrument may not be transferred unless the principal amount of Registered Instruments transferred and (where not all of the Registered Instruments held by a Holder are being transferred) the principal amount of the balance of Registered Instruments not transferred are Specified Denominations. Where not all the Registered Instruments represented by the surrendered Global Registered Instrument or Definitive Instrument are the subject of the transfer, a new Global Registered Instrument or Definitive Instrument in respect of the balance of the Registered Instruments will be issued to the transferor. 2.03 Within five business days of the surrender of a Global Registered Instrument or a Definitive Instrument in accordance with Condition 2.03 above, the Registrar will register the transfer in question and shall assist the Fiscal Agent in delivering a new Global Registered Instrument or a Definitive Instrument (as the case may be) of a like principal amount to the Registered Instruments transferred to each relevant Holder at its specified office or (as the case may be) the specified office of any Transfer Agent or (at the request and risk of any such relevant Holder) by uninsured first class mail (airmail if overseas) to the address specified for the purpose of such relevant Holder. In this paragraph, ‘‘business day’’ means a day on which commercial banks are open for general business (including dealings in foreign currencies) in the city where the Registrar or the relevant Transfer Agent (as the case may be) has its specified office). 2.04 The transfer of a Registered Instrument will be effected without charge by or on behalf of the Issuer or the Registrar or any Transfer Agent but against such indemnity as the Registrar or such Transfer Agent (as the case may be) may require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in connection with such transfer. 2.05 Holders may not require transfers to be registered during the period of 15 days ending on the due date for any payment of principal or interest in respect of the Registered Instruments.

Bearer Instruments 2.06 Title to Global Bearer Instruments passes by delivery. ‘‘holders’’ of Global Bearer Instruments are to the bearers of such Instruments, unless otherwise specified in the relevant Final Terms.

35 Global Instruments 2.07 For so long as the Instruments are represented by Global Instruments held on behalf of a clearing system, interest in such Instruments shall be transferable in accordance with the procedures for the time being of such clearing system.

3. Status of the Instruments The Instruments are direct, unsecured and senior obligations of the Issuer ranking pari passu without any preference among themselves and at least pari passu with all other present and future unsecured and senior obligations of the Issuer save for such obligations as may be preferred by provisions of law that are both mandatory and of general application. Neither the Issue and Paying Agency Agreement nor the Instruments will limit other indebtedness or securities which may be incurred or issued by the Issuer or any of its subsidiaries.

4. Consolidation, Merger or Sale of Assets The Issuer shall not consolidate with or merge into any person in any transaction in which the Issuer is not the surviving person, or sell, lease or by any means transfer or convey (in one or a series of related transactions) all or substantially all of its assets unless: (a) the resulting or surviving person or person who is the lessee or transferee of any or substantially all of the Issuers’s assets is a corporation organised and existing under the laws of the United States of America, any State thereof or the District of Columbia; (b) such person assumes by supplemental agreement all the obligations of the Issuer under the Instruments and the Issue and Paying Agency Agreement; (c) immediately after giving effect to such transaction, no event which is, or after notice or passage of time or both would be, an Event of Default shall have occurred and be continuing; and (d) the Issuer shall have delivered to the Fiscal Agent an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger, sale, lease, transfer or conveyance and, if any document is required in connection with such transaction, such document, comply with this Condition and that all conditions precedent provided for above relating to such transaction have been satisfied. The surviving transferee or lessee corporation shall be the successor Issuer. The predecessor Issuer (i) in the case of a transfer of all or substantially all of its assets to a single transferee, shall be released from the obligation to pay the principal of and interest on and all other amounts in respect of the Instruments and (ii) in the case of a lease, shall not be released from the obligation to pay the principal of and interest on, and all other amounts in respect of, the Instruments.

5. Interest 5A. Interest on Fixed Rate Instruments Each Fixed Rate Instrument bears interest on its outstanding nominal amount from (and including) the Interest Commencement Date at the rate(s) per annum equal to the Rate(s) of Interest. Interest will be payable in arrear on the Interest Payment Date(s) in each year and on the Maturity Date if that does not fall on an Interest Payment Date. Except as provided in the applicable Final Terms, the amount of interest payable on each Interest Payment Date in respect of the Fixed Interest Period ending on (but excluding) such date will amount to the Fixed Coupon Amount. Payments of interest on any Interest Payment Date in respect of a

36 period other than a Fixed Interest Period will, if so specified in the applicable Final Terms, amount to the Broken Amount(s) so specified. As used in these Terms and Conditions, ‘‘Fixed Interest Period’’ means the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date. If interest is required to be calculated for a period other than a Fixed Interest Period, such interest shall be calculated: (i) in the case of the Instruments represented by Global Instruments, by applying the Rate of Interest to the aggregate outstanding nominal amount of the Instruments represented by such Global Instruments; and (ii) in the case of definitive Instruments, by applying the Rate of Interest to the Calculation Amount; and, in each case, multiplying such sum by the applicable Fixed Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub- unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Instrument in definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Instrument shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding. In these Terms and Conditions, ‘‘Fixed Day Count Fraction’’ means: (i) if ‘‘Actual/Actual (ICMA)’’ is specified in the applicable Final Terms: (a) in the case of Instruments where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the ‘‘Accrual Period’’) is equal to or shorter than the Determination Period during which the Accrual Period ends, the number of days in such Accrual Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year; or (b) in the case of Instruments where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of: (1) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year; and (2) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and (ii) if ‘‘30/360’’ is specified in the applicable Final Terms, the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (such number of days being calculated on the basis of 12 30-day months) divided by 360; and (iii) if ‘‘Actual/365 (Fixed)’’ is specified in the applicable Final Terms, the actual number of days in the relevant period divided by 365,

37 ‘‘Determination Period’’ means each period from (and including) a Determination Date to but excluding the next Determination Date (including, where either the Interest Commencement Date or the final Interest Payment Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such date); and ‘‘sub-unit’’ means, with respect to any currency other than euro, the lower amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, means one cent. 5B. Interest on Floating Rate Instruments 5B.1 Interest Payment Dates: Each Floating Rate Instrument bears interest on its outstanding nominal amount (or, if it is a Party Paid Instrument, the amount paid up) from (and including) the Interest Commencement Date and such interest will be payable in arrear on either; (i) the Specified Interest Payment Date(s) (each an ‘‘Interest Payment Date’’) in each year specified in the applicable Final Terms; or (ii) if no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms, each date (each an ‘‘Interest Payment Date’’) which falls the number of months or other period specified as the Specified Period in the Final Terms after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date. Such Interest will be payable in respect of each Interest Period (which expression shall, in these Terms and Conditions, mean the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date). If a Business Day Convention is specified in the applicable Final Terms and (x) if there is no numerically corresponding day on the calendar month in which an Interest Payment Date should occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is: (1) in any case where Specified Periods are specified in accordance with Condition 5B.1(ii) above, the Floating Rate Convention, such Interest Payment Date (i) in the case of (x) above, shall be the last day that is a Business Day in the relevant month and the provisions of (B) below shall apply mutatis mutandis or (ii) in the case of (y) above, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (A) such Interest Payment Date shall be brought forward to the immediately preceding Business Day and (B) each subsequent Interest Payment Date shall be the last Business Day in the month which falls in the Specified Period after the preceding applicable Interest Payment Date; or (2) the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day; or (3) the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding Business Day; or (4) the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately preceding Business Day. In these Terms and Conditions, ‘‘Business Day’’ means a day which is both: (A) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in any Additional Business Centre (other than TARGET2 System (as defined below)) specified in the applicable Final Terms;

38 (B) if TARGET2 System is specified as an Additional Business Centre in the applicable Final Terms, a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System (the ‘‘TARGET2 SYSTEM’’) is open; and (C) either (1) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments in the principal financial centre of the country of the relevant Specified Currency (if other than any Additional Business Centre) or (2) in relation to any sum payable in euro, a day on which the TARGET2 System is open. ‘‘euro’’ means the lawful currency of the member states of the European Union which have adopted the single currency in accordance with the Treaty establishing the European Communities, as amended. 5B.2 Rate of Interest: The Rate of Interest payable from time to time in respect of Floating Rate Instruments will be determined in the manner specified in the applicable Final Terms. 5B.3 ISDA Determination for Floating Rate Instruments: Where ISDA Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will be the relevant ISDA Rate plus or minus (as indicated in the applicable Final Terms) the Margin (if any). For the purposes of this sub-paragraph ‘‘ISDA Rate’’ for an Interest Period means a rate equal to the Floating Rate that would be determined by the Fiscal Agent under an interest rate swap transaction if the Fiscal Agent were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc. and as amended and updated as at the Issue Date of the first Tranche of the Instruments (the ‘‘ISDA Definitions’’) and under which: (1) the Floating Rate Option is as specified in the applicable Final Terms; (2) the Designated Maturity is a period specified in the applicable Final Terms; and (3) the relevant Reset Date is either (i) if the applicable Floating Rate Option is based on the London inter-bank offered rate (‘‘LIBOR’’) or on the Euro-zone inter-bank offered rate (‘‘EURIBOR’’) for a currency, the first day of that Interest Period or (ii) in any other case, as specified in the applicable Final Terms. Unless otherwise stated in the applicable Final Terms the Minimum Rate of Interest shall be deemed to be zero. For the purposes of this sub-paragraph ‘‘Floating Rate’’, ‘‘Calculation Agent’’, ‘‘Floating Rate Option’’, ‘‘Designated Maturity’’, and ‘‘Reset Date’’ have the meanings given to those terms in the ISDA Definitions. 5B.4 Screen Rate Determination for Floating Rate Instruments: Where Screen Rate Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will, subject as provided below, be either: (1) the offered quotation; or (2) the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations (expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page (or such replacement page on that service which displays the information) as at 11.00 a.m. (London time, in the case of LIBOR, or Brussels time, in the case of EURIBOR) on the Interest Determination Date in question plus or minus (as indicated in the applicable Final Terms) the Margin (if any), all as determined by the Fiscal Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more

39 than one such lowest quotation, one only of such quotations) shall be disregarded by the Fiscal Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such offered quotations. If the Relevant Screen Page is not available or if, in the case of (1) above, no such offered quotation appears or, in the case of (2) above, fewer than three such offered quotations appear, in each case as at the time specified in the preceding paragraph, the Fiscal Agent shall request the principal London office (if the Reference Rate is LIBOR) or Euro-zone office (if the Reference Rate is EURIBOR) of each of the Reference Banks to provide the Fiscal Agent with its offered quotation (expressed as a percentage rate per annum) for the Reference Rate at approximately 11.00 a.m. (London time, if the Reference Rate is LIBOR, or Brussels time, if the Reference Rate is EURIBOR) on the Interest Determination Date in question. If two or more of the Reference Banks provide the Fiscal Agent with such offered quotations, the Rate of Interest for such Interest Period shall be arithmetic mean (rounded if necessary to the fifth decimal place with 0.000005 being rounded upwards) of such offered quotations plus or minus (as appropriate) the Margin (if any), all as determined by the Fiscal Agent. If on any Interest Determination Date one only or none of the Reference Banks provides the Fiscal Agent with such offered quotations as provided in the preceding paragraph, the Rate of Interest for the relevant Interest Period shall be the rate per annum which the Fiscal Agent determines as being the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the rates, as communicated to (and at the request of) the Fiscal Agent by the Reference Banks or any two or more of them, at which such banks were offered, at approximately 11.00 a.m. (London time, if the Reference Rate is LIBOR, or Brussels time, if the Reference Rate is EURIBOR) on the relevant Interest Determination Date, deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate by leading banks in the London inter-bank market (if the Reference Rate is LIBOR) or the Euro-zone inter-bank market (if the Reference Rate is EURIBOR) plus or minus (as appropriate) the Margin (if any) or, if fewer than two of the Reference Banks provide the Fiscal Agent with such offered rates, the offered rate for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, or the arithmetic mean (rounded as provided above) of the offered rates for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, at which, at approximately 11.00 a.m. (London time, if the Reference Rate is LIBOR, or Brussels time, if the Reference Rate is EURIBOR) on the relevant Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion of the Issuer suitable for such purpose) informs the Fiscal Agent it is quoting to leading banks in the London inter-bank market (if the Reference Rate is LIBOR) or the Euro-zone inter-bank market (if the reference rate is EURIBOR) plus or minus (as appropriate) the margin (if any), provided that, if the Rate of Interest cannot be determined in accordance with the foregoing provisions of this paragraph, the Rate of Interest shall be determined as at the last preceding Interest Determination Date (though substituting, where a different Margin is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin relating to the relevant Interest Period, in place of the Margin relating to the last preceding Interest Period). Unless otherwise stated in the applicable Final Terms the Minimum Rate of Interest shall be deemed to be zero. ‘‘Reference Banks’’ means, in the case of a determination of LIBOR, the principal London office of four major banks in the London inter-bank market, in the case of a determination of EURIBOR, the principal Euro-zone office of four major banks in the Euro-zone inter-bank market, in each case selected by the Fiscal Agent and in the case of a determination of a Reference Rate that is not LIBOR or EURIBOR, the principal office of four major banks in the inter-bank market of the Relevant Financial Centre.

40 5B.5 Minimum Rate of Interest and/or Maximum Rate of Interest: If the applicable Final Terms specifies a Minimum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph 5B.2 above is less than such Minimum Rate of Interest, the Rate of Interest for such Interest Period shall be such Minimum Rate of Interest. If the applicable Final Terms specifies a Maximum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph 5B.2 above is greater than such Maximum Rate of Interest, the Rate of Interest for such Interest Period shall be such Maximum Rate of Interest. 5B.6 Determination of Rate of Interest and Calculation of Interest Amounts: The Fiscal Agent will at or as soon as practicable after each such time at which the Rate of Interest is to be determined, determine the Rate of Interest for the relevant Interest Period. The Fiscal Agent will calculate the amount of interest (the ‘‘Interest Amount’’) payable on the Floating Rate Instruments for the relevant Interest Period by applying the Rate of Interest to: (A) in the case of Floating Rate Instruments which are represented by a Global Instrument, the aggregate outstanding nominal amount of the Instruments represented by such Global Instrument; or (B) in the case of Floating Rate Instruments in definitive form, the Calculation Amount; and, in each case, multiplying such sum by the applicable Floating Day Count Fraction, and rounding the resultant figure to the nearest sub unit of the relevant Specified Currency, half of any such sub unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Floating Rate Instrument in definitive form is a multiple of the Calculation Amount, the Interest Amount payable in respect of such Instrument shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding. ‘‘Floating Day Count Fraction’’ means, in respect of the calculation of an amount of interest for any Interest Period: (i) if ‘‘Actual/Actual’’ or ‘‘Actual/Actual (ISDA)’’ is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365); (ii) if ‘‘Actual/365 (Fixed)’’ is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365; (iii) if ‘‘Actual/360’’ is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 360; (iv) if ‘‘30/360’’, ‘‘360/360’’ or ‘‘Bond Basis’’ is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows: ǂ ǁ ǂ ǁ ǁ [360 (Y2 Y1)] + [30 (M2 M1)] + (D2 D1) Day Count Fraction = 360 where:

‘‘Y1’’ is the year, expressed as a number, in which the first day of the Interest Period falls;

‘‘Y2’’ is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

41 ‘‘M1’’ is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

‘‘M2’’ is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

‘‘D1’’ is the first calendar day, expressed as a number, of the Interest Period, unless such number is 31, in which case D1 will be 30; and

‘‘D2’’ is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30; (v) if ‘‘30E/360’’ or ‘‘Eurobond Basis’’ is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows: ǂ ǁ ǂ ǁ ǁ [360 (Y2 Y1)] + [30 (M2 M1)] + (D2 D1) Day Count Fraction = 360 where:

‘‘Y1’’ is the year, expressed as a number, in which the first day of the Interest Period falls;

‘‘Y2’’ is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

‘‘M1’’ is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

‘‘M2’’ is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

‘‘D1’’ is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D1 will be 30; and

‘‘D2’’ is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31, in which case D2 will be 30; and (vi) if ‘‘30E/360 (ISDA)’’ is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows: ǂ ǁ ǂ ǁ ǁ [360 (Y2 Y1)] + [30 (M2 M1)] + (D2 D1) Day Count Fraction = 360 where:

‘‘Y1’’ is the year, expressed as a number, in which the first day of the Interest Period falls;

‘‘Y2’’ is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

‘‘M1’’ is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

‘‘M2’’ is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

‘‘D1’’ is the first calendar day, expressed as a number, of the Interest Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and

‘‘D2’’ is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless (i) that day is the last day of February but not the Maturity Date or

(ii) such number would be 31, in which case D2 will be 30.

42 5B.7 Where Linear Interpolation is specified as applicable in respect of an Interest Period in the applicable Final Terms, the Rate of Interest for such Interest Period shall be calculated by the Fiscal Agent by straight line linear interpolation by reference to two rates based on the relevant Reference Rate (where Screen Rate Determination is specified as applicable in the applicable Final Terms) or the relevant Floating Rate Option (where ISDA Determination is specified as applicable in the applicable Final Terms), one of which shall be determined as if the Designated Maturity were the period of time for which rates are available next shorter than the length of the relevant Interest Period and the other of which shall be determined as if the Designated Maturity were the period of time for which rates are available next longer than the length of the relevant Interest Period provided however that if there is no rate available for a period of time next shorter or, as the case may be, next longer, then the Fiscal Agent shall determine such rate at such time and by reference to such sources as it determines appropriate. 5B.8 Notification of Rate of Interest and Interest Amounts: The Fiscal Agent will cause the Rate of Interest and each Interest Amount for each Interest Period and the relevant Interest Payment Date to be notified to the Issuer and any stock exchange on which the relevant Floating Rate Instruments are for the time being listed and notice thereof to be published in accordance with Condition 14 as soon as possible after their determination but in no event later than the fourth London Business Day thereafter. Each Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without prior notice in the event of an extension or shortening of the Interest Period. Any such amendment will be promptly notified to each stock exchange on which the relevant Floating Rate Instruments are for the time being listed and to the Holders in accordance with Condition 14. For the purposes of this paragraph, the expression ‘‘London Business Day’’ means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for business in London. 5B.9 Certificates to be final: All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 5B, whether by the Fiscal Agent shall (in the absence of wilful default, bad faith or manifest error) be binding on the Issuer, the Fiscal Agent, the other Paying Agents and all Holders and (in the absence as aforesaid) no liability to the Issuer or the Holders shall attach to the Fiscal Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions. 5C. Accrual of Interest Each Instrument (or in the case of the redemption of part only of an Instrument, that part only of such Instrument) will cease to bear interest (if any) from the date for its redemption unless, upon due presentation thereof, payment of principal is improperly withheld or refused. In such event, interest will continue to accrue on the amount in respect of which payment has been improperly withheld or refused until whichever is the earlier of: (1) the date on which the relevant payment has been made; and (2) five days after the date on which the full amount of the moneys payable in respect of such Instrument has been received by the Fiscal Agent and notice to that effect has been given to the Instrument holders in accordance with Condition 14.

6. Redemption and Purchase Redemption at Maturity 6.01 Unless previously redeemed, or purchased and cancelled as specified below, each Instrument shall be redeemed by the Issuer at its Final Redemption Amount specified in the applicable Final Terms in the relevant Specified Currency on the Maturity Date.

43 Early Redemption for Taxation Reasons 6.02 If (a) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the United States (or any political subdivision or taxing authority thereof or therein), or any change in the official application (including a ruling by a court of competent jurisdiction in the United States) or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after the Issue Date of the first Tranche of the Instruments, the Issuer becomes or will become obligated to pay Additional Amounts with respect to the Instruments or Coupons as provided in Condition 8 or (b) any act is taken by a taxing authority of the United States on or after the Issue Date of the first Tranche of the Instruments, whether or not such act is taken with respect to the Issuer or any affiliate, that results in a substantial likelihood that the Issuer will or may be required to pay such Additional Amounts, then the Issuer may, at its option, redeem, as a whole, but not part, the Instruments on not less than 30 nor more than 60 days’ prior notice at any time (if this Instrument is not a Floating Rate Instrument) or on any Interest Payment Date (if this Instrument is a Floating Rate Instrument), at their Early Redemption Amount referred to in Condition 6.09 below, together with accrued interest (if any) thereon, to but excluding the due date for redemption; provided that the Issuer determines, in its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by the use of reasonable measures available to it, not including substitution of the obligor under the Instruments or any action that would entail a material cost to the Issuer. No redemption pursuant to (b) above may be made unless the Issuer shall have received an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial likelihood that it will or may be required to pay the Additional Amounts described above and the Issuer shall have delivered to the Fiscal Agent a certificate, signed by a duly authorised officer, stating that based on such opinion that the Issuer is entitled to redeem the Instruments pursuant to this provision.

Optional Early Redemption (Issuer Call) 6.03 If Issuer Call is specified in the applicable Final Terms as being applicable, then the Issuer may, having given not less than 30 nor more than 60 days’ notice to the Holders in accordance with Condition 14 and subject to such conditions as may be specified in the applicable Final Terms, redeem all (but not, unless and to the extent that the applicable Final Terms specify otherwise, some only) of the Instruments then outstanding on any Optional Redemption Date at the Optional Redemption Amount(s) specified in the applicable Final Terms, together with accrued interest (if any) thereon, to but excluding the Optional Redemption Date. Any redemption must be of a nominal amount not less than the Minimum Redemption Amount or not more than a Maximum Redemption Amount, in each case as may be specified in the applicable Final Terms. The Issuer may not exercise such option in respect of any Instrument which is the subject of the prior exercise by the Holder thereof of its option to require the redemption of such Instrument under Condition 6.06.

Early Redemption Notice 6.04 The appropriate notice referred to in Condition 6.03 is a notice given by the Issuer to the Holders of the Instruments in accordance with Condition 14, which notice shall be irrevocable and shall specify: — the Instruments that are subject to redemption; — whether the Instruments are to be redeemed in whole or in part only and, if in part only, the aggregate nominal amount of and if in definitive form the serial numbers of the Instruments which are to be redeemed; — the Optional Redemption Date(s); and — the Optional Redemption Amount at which such Instruments are to be redeemed.

44 Partial Redemption 6.05 If the Instruments are to be redeemed in part only on any date in accordance with Condition 6.03: — in the case of Definitive Instruments, the Instruments to be redeemed shall be drawn by lot in such European city as the Fiscal Agent may specify, or identified in such other manner or in such other place as the Fiscal Agent may approve and deem appropriate and fair; and — in the case of Global Registered Instruments or Global Bearer Instruments, the Instruments shall be selected in accordance with the rules of Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system (as the case may be), subject always to compliance with all applicable laws and the requirements of any stock exchange on which the relevant Instruments may be listed provided that, any such redemption in part only must be of an amount not less that the Minimum Redemption Amount nor more than the Maximum Redemption Amount if so specified in the relevant Final Terms and in any case shall not result in any redemption that would cause outstanding Instruments to be in a denomination less than any specified minimum denominaton set forth in the relevant Final Terms.

Optional Early Redemption (Investor Put) 6.06 If this Condition 6.06 is specified in the applicable Final Terms as being applicable and subject to further qualification therein, the Issuer shall, upon the exercise of the relevant option by the Holder of any Instrument of the relevant Series, redeem such Instrument on the Optional Redemption Date specified in the applicable Final Terms at the Optional Redemption Amount specified in the applicable Final Terms, together with accrued interest (if any) thereon. In order to exercise such option, the Holder must, not less that forty-five days before the Optional Redemption Date specified in the applicable Final Terms, deposit the relevant Definitive Instrument during normal business hours at the specified office of the Registrar together with a duly completed early redemption notice (‘‘Put Notice’’) specifying the aggregate principal amount in respect of which such option is exercised (which must be the minimum denomination specified in the applicable Final Terms or an integral multiple thereof). For so long as the Instruments are represented by a Global Bearer Instrument or a Global Registered Instrument such option may be exercised by the Holder of such Global Bearer Instrument or Global Registered Instrument, giving notice to the Fiscal Agent within the time limits relating to the deposit of Instruments with a Paying Agent (or the Registrar, in the case of a Global Registered Instrument) substantially in the form of the notice available from any Paying Agent (or the Registrar, in the case of a Global Registered Instrument), except that the notice shall not be required to contain the serial numbers of the Instruments in respect of which the option has been exercised. The Notice shall state the nominal amount of Instruments in respect of which the option is exercised and the Holder shall present for notation the Global Bearer Instrument or the Global Registered Instrument to the Fiscal Agent, or to a Paying Agent acting on behalf of the Fiscal Agent (or the Registrar, in the case of a Global Registered Instrument). Each relevant Put Notice shall be in such form as may be agreed to by the Issuer and the Fiscal Agent and shall be made available at the specified office of any of the Paying Agents and the Registrar. No Instrument so deposited and option exercised may be withdrawn (except as provided in the Issue and Paying Agency Agreement). The Holder may not exercise such option in respect of any Instrument that is the subject of any exercise by the Issuer of its option to redeem such Instrument under either Condition 6.02 6.03 or 8.02.

Purchase of Instruments 6.07 The Issuer or any of its Subsidiaries may at any time purchase Instruments in the open market or otherwise and at any price.

45 For the purposes herein, ‘‘Subsidiary’’ means, with respect to the Issuer, any corporation, partnership, joint venture or other person (other than a natural person) of which securities or other ownership interests have ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the Issuer.

Cancellation of Redeemed and Purchased Instruments 6.08 All unmatured Instruments redeemed in accordance with this Condition 6 will be cancelled forthwith. All unmatured Instruments purchased in accordance with this Condition 6 may, at the option of the Issuer, be cancelled. Any Instruments redeemed or purchased and cancelled as aforesaid may not be reissued or resold. Cancellation of any Instrument represented by a Global Bearer Instrument or Global Registered Instrument that is required by these Terms and Conditions to be cancelled (other than upon its redemption) will be effected by reduction in the amount of principal of the relevant Global Bearer Instrument or Global Registered Instrument.

Further Provisions applicable to Early Redemption Amounts 6.09 For the purpose of Condition 6.02 above and Condition 7, each Instrument will be redeemed at the Early Redemption Amount calculated as follows: (i) at the amount specified in the applicable Final Terms or, if no such amount is so specified in the applicable Final Terms, at its nominal amount; or (ii) in the case of a Zero Coupon Instrument, at an amount (the ‘‘Amortised Face Amount’’) calculated in accordance with the following formula: Early Redemption Amount = RP ǂ (1 + AY)y where: ‘‘RP’’ means the Reference Price*; ‘‘AY’’ means the Accrual Yield* expressed as a decimal; and ‘‘y’’ is a fraction the numerator of which is equal to the number of days (calculated on the basis of a 360-day year consisting of 12 months of 30 days each) from (and including) the Issue Date of the first Tranche of the Instruments to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Instrument becomes due and repayable and the denominator of which is 360.

Redemption of Zero Coupon Instruments 6.10 If the amount payable in respect of any Zero Coupon Instrument upon redemption of such Zero Coupon Instrument pursuant to Condition 6.01, 6.02, 6.03 or 6.04 above or upon its becoming due and repayable as provided in Condition 7 is improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Instrument shall be the Amortised Face Amount calculated as provided in paragraph 6.09(ii) above as though the references therein to the date fixed for the redemption or the date upon which such Zero Coupon Instrument becomes due and repayable were replaced by references to the date which is the earlier of: (i) the date on which, upon due presentation or surrender of the relevant Zero Coupon Instrument (if required), the relevant payment is made; and (ii) (except where presentation or surrender of the relevant Zero Coupon Instrument is not required as a precondition of payment) the date on which, the Fiscal Agent or, as the case may be, the Registrar having received the funds required to make such payment, notice is given to the

* These will be indicated in the final terms.

46 Holders of the Instruments in accordance with Condition 14 of that circumstance (except to the extent that there is a failure in the subsequent payment thereof to the relevant Holder).

7. Events of Default In case one or more of the following events (herein referred to as ‘‘Events of Default’’) (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall have occurred and be continuing, that is to say: (a) default in the payment of any interest upon any of the Instruments as and when the same shall become due and payable, and continuance of such default for a period of 30 days; or (b) default in the payment of all or any part of the principal of any of the Instruments as and when the same shall become due and payable whether at maturity, upon redemption, or otherwise; or (c) failure on the part of the Issuer duly to observe or perform any other of the terms, covenants or agreements on the part of the Issuer contained in the Instruments for a period of 60 days after the date on which written notice specifying such failure and demanding that the Issuer remedy the same shall have been given to the Issuer and the Fiscal Agent by the Holders of at least 25% in aggregate nominal amount of the Instruments at the time outstanding; or (d) the entry by a court of competent jurisdiction of (i) a decree or order for relief in respect of the Issuer in an involuntary case or proceeding under any applicable United States federal or state bankruptcy, insolvency, reorganisation or other similar law or (ii) a decree or order adjudging the Issuer a bankrupt or insolvent, or approving as properly filed a petition seeking reorganisation, arrangement, adjustment or composition of or in respect of the Issuer under any applicable United States federal law or state law, appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of the issuer of for all or substantially all of the property of the Issuer, or ordering the winding up or liquidation of the affairs of the Issuer, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (e) the Issuer shall commence a voluntary case or proceeding under any applicable United States federal or state bankruptcy, insolvency, reorganisation of other similar law, or consent to the institution of proceedings thereunder or to the entry of an order for relief in an involuntary case under any such law or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of the Issuer of for any substantial part of the property of the Issuer, or the making by the Issuer of a general assignment for the benefit of creditors, or if the Issuer shall admit in writing its inability to pay its debts generally as they become due, or shall take any corporate action in furtherance of any of the foregoing, then at the option of and upon written notice to the Issuer and to the Fiscal Agent (i) in the case of clause (a) above, by the Holders of not less than 10% in aggregate outstanding nominal amount of the Instruments, (ii) in the case of clause (b) above, by any Holder of an outstanding Instrument, and (iii) in the case of clause (c) above, by the Holders of not less than 25% in aggregate outstanding nominal amount of the Instruments, the Instruments or in the case of clause (b) above such Instrument only, shall mature and become due and payable upon the date that such written notice is received by the Issuer unless prior to such date all Events of Default in respect of all the Instruments shall have been cured. In the case of clauses (d) and (e) above, the Instruments will automatically become immediately due and payable upon the occurrence of any of the events and the passage of time described therein. The amount payable in respect of each Instrument upon default shall be its Early Redemption Amount (as defined in Condition 6.09) or such other redemption amount as may be specified in, or determined in accordance with the

47 provisions of the applicable Final Terms), together with accrued interest (if any) thereon to but excluding the date paid. No holder of any Instrument will have any right to pursue any remedy with respect to such Instrument, unless (i) in the case of a default described in clause (a) above, the Holders of at least 10% in aggregate outstanding nominal amount of the Instruments have previously given a written notice of such continuing Event of Default to the Issuer, (ii) in the case of a default described in clause (b) above, such Holder has previously given the Issuer written notice of a continuing Event of Default, (iii) in the case of a default described in clause (c) above, the Holders of at least 25% in aggregate outstanding nominal amount of the Instruments have previously given written notice of such continuing Event of Default to the Issuer or (vi) any of the events described in clauses (d) or (e) above have occurred, except that any Holder of an Instrument shall have the right, notwithstanding the foregoing, to institute suit for the enforcement of any payment due and payable on or with respect to such Instrument. 8. Taxation 8.01 The Issuer will, subject to the exceptions and limitations set forth below, pay to the Holder of any Instrument who is a United States Alien (as defined below) as additional interest such additional amounts (‘‘Additional Amounts’’) as may be necessary so that every net payment on such Instrument after deduction or other withholding for or on account of any present or future tax, assessment or governmental charge imposed upon or as a result of such payment by the United States (or any political subdivision or taxing authority thereof or therein), will not be less than the amount provided in such Instrument to be then due and payable. However, the Issuer will not be required to make any payment of Additional Amounts for or on account of: (a) any tax, assessment or other governmental charge that would not have been so imposed but for (i) the existence of any present or former connection between such Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or a person holding a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the United States or any political subdivision or taxing authority thereof or therein, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or person holding a power) being or having been a citizen or resident of the United States or treated as a resident thereof, or being or having been engaged in a trade or business or present therein, or having or having had a permanent establishment therein, (ii) the presentation by the Holder of any Instrument for payment on a date more than 10 days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later, or (iii) such Holder’s present or former status, as applicable (under prior or current law), as a personal holding company, a foreign personal holding company, a passive foreign investment company or a controlled foreign corporation for United States tax purposes, a foreign private foundation or other foreign tax-exempt organisation or a corporation that accumulates earnings to avoid United States Federal income tax; (b) any estate, inheritance, gift, sales, transfer, wealth, personal property or similar tax, assessment or other governmental charge; (c) any tax, assessment or other governmental charge that is payable otherwise than by deduction or withholding from a payment on an Instrument; (d) any tax, assessment or other governmental charge that would not have been imposed but for a failure to comply with any applicable certification, information, identification, documentation or other reporting requirements concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of an Instrument, if such compliance is required by statute or regulation of the United States or by an applicable tax treaty to which the United States is a party as a precondition to relief or exemption from such tax, assessment or other governmental charge;

48 (e) any tax, assessment or other governmental charge imposed as a result of a person’s actual or constructive holding of 10% or more of the total combined voting power of all classes of stock of the Issuer entitled to vote or as the result of the receipt of interest by a bank on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; (f) any tax, assessment or other governmental charge imposed on any payment on an Instrument to a Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder of such Instrument; (g) any tax, assessment or other government charge which would not have been imposed but for the fact that such Instrument constitutes a ‘‘United States real property interest’’ as defined in section 897(c)(1) of the United States Internal Revenue Code of 1986, as amended, with respect to the beneficial owner of such Instrument; (h) any tax, assessment or other governmental charge that would not have been imposed but for an election by a Holder of Instruments, the effect of which is to make payment in respect of the Instruments subject to United States federal income tax; (i) any tax, assessment, withholding, deduction or other governmental charge imposed pursuant to Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (‘‘FATCA’’), any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an inter-governmental agreement between the United States and any other jurisdiction which facilitates FATCA or any agreement pursuant to the implementation of FATCA with the United States; or (j) any combination of (a), (b), (c), (d), (e), (f), (g), (h), (i), (j) and (k) above. 8.02 Except as otherwise indicated, for purposes of these Terms and Conditions: (a) ‘‘United States’’ means the United States of America (including the States and the District of Columbia) its territories, its possessions and other areas subject to its jurisdiction; (b) ‘‘United States person’’ means (i) any individual who is (or is treated as) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organised in or under the laws of the United States or of any state or, in the case of a partnership, otherwise treated as a United States person under applicable U.S. treasury regulations, (iii) an estate the income of which is subject to United States Federal income taxation regardless of its source, or (iv) a trust (a) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust, or (b) that has a valid election in effect under applicable U.S. treasury regulations to be treated as a U.S. person; and (c) ‘‘United States Alien’’ means any beneficial owner of an Instrument who is not a United States person. 8.03 Any reference in these Terms and Conditions to ‘‘principal’’ and/or ‘‘interest’’ in respect of the Instruments shall be deemed also to refer to any Additional Amounts which may be payable under this Condition 8. Unless the context otherwise requires, any reference in these Terms and Conditions to ‘‘principal’’ shall include any premium payable in respect of an Instrument, any Instalment Amount or Redemption Amount and any other amounts in the nature of principal payable pursuant to these Terms and Conditions and ‘‘interest’’ shall include all amounts payable pursuant to Condition 5 and any other amounts in the nature of interest payable pursuant to these Terms and Conditions.

49 9. Payments 9A. Payments — Registered Instruments This Condition 9A is only applicable to Registered Instruments. 9A.1 Payments of principal in respect of each Registered Instrument shall be made against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the Registered Instrument at the specified office of any of the Paying Agents. Such payments shall be made in the manner provided in Condition 9A.02 below. 9A.2 Payments of interest or principal, as the case may be, in respect of each Registered Instrument will (other than to the extent provided below) be made by a check in the Relevant Currency drawn on a Designated Bank (as defined below) and mailed by uninsured mail on the Business Day immediately preceding the relevant due date to the Holder (i) in the case of any Global Registered Instrument, at the close of business on the last Business Day on which Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system specified in the Final Terms are open for business (such date, the ‘‘Global Registered Instrument Record Date’’) that shall immediately precede the relevant due date, and (ii) in the case of any Definitive Instrument, at the close of business on the fifteenth day (whether or not such fifteenth day is a Business Day) that shall precede the relevant due date (the ‘‘Definitive Instrument Record Date’’) at such Holder’s address shown in the Register on the Definitive Instrument Record Date. The delivery of such payment by mail shall be at the Holder’s risk. Upon application of the Holder to the specified office of any Paying Agent before the Global Registered Instrument Record Date or the Definitive Instrument Record Date, as applicable, such payment of interest or principal, as the case may be, may be made on the relevant due date by wire transfer to the Designated Account (as defined below) of the Holder (i) in the case of any Global Registered Instrument, at the close of business on the Global Registered Instrument Record Date, and (ii) in the case of any Definitive Instrument, at the close of business on the Definitive Instrument Record Date. Notwithstanding the previous sentence, if: (a) a Holder has not provided a Designated Account; or (b) the nominal amount of the Registered Instruments held by a Holder is less than U.S.$1,000,000 (or its approximate equivalent in any other Relevant Currency), payment may, at the Issuer’s option, instead be made by a check in the Relevant Currency drawn on a Designated Bank. For these purposes, ‘‘Designated Account’’ means the account maintained by a Holder with a Designated Bank and identified as such in the Register and ‘‘Designated Bank’’ means (in the case of payment in a Relevant Currency other than euro) a bank in the principal financial center of the country of such Relevant Currency or (in the case of a payment in euro) any bank that processes payments in euro. Any such wire transfer application shall be deemed to relate to all future payments of interest and principal (other than interest due on redemption) in respect of the Registered Instruments which become payable to the Holder who has made the initial application until the Paying Agent is notified in writing to the contrary by such Holder. Notwithstanding the foregoing, payment of any interest due in respect of each Registered Instrument on redemption shall be made in the same manner as, and together with, payment of the principal amount of such Registered Instrument. Holders of Registered Instruments shall not be entitled to any interest or other payment for any delay in receiving any amount due in respect of any Registered Instruments as a result of a check mailed or a wire transfer made in accordance with this Condition 9A.02 arriving after the due date for payment, being lost in the mail or failing to transmit, as the case may be. No commissions or expenses shall be charged to such Holders by any Paying Agent in respect of any payments of principal or interest in respect of the Registered Instruments. 9A.3 If the Holder is to receive payment of any amount due in respect of any Registered Instrument by wire transfer to a Designated Account and the due date is not a Business Day and a Banking Day, then the Holder thereof shall not be entitled to payment thereof until the next day which is such a

50 day, or as otherwise specified in the relevant Final Terms, and from such day and thereafter shall be entitled to receive payment by check on any Banking Day, and shall be entitled to payment by wire transfer to a Designated Account on any day which is a Banking Day, a Business Day and a day on which commercial banks and foreign exchange markets settle payments in the Relevant Currency in the place where the relevant Designated Account is located and no further payment on account of interest or otherwise shall be due in respect of such delay or adjustment unless there is a subsequent failure to pay in accordance with these Terms and Conditions in which event interest shall continue to accrue as provided in Condition 5.E or, if appropriate, Condition 6.11. 9B. Payments — Bearer Instruments This Condition 9B is only applicable to Bearer Instruments. 9B.1 Payment of amounts (other than interest) due in respect of Bearer Instruments shall be made against presentation and surrender of the relevant Bearer Instruments at the specified office of any of the Paying Agents. Payment of amounts in respect of interest shall be made against presentation of the relevant Bearer Instrument at the specified office of any of the Paying Agents. 9B.2 If the due date for payment of any amount due in respect of any Bearer Instrument is not a Business Day, then the Holder thereof shall not be entitled to payment thereof until the next Business Day, at the place of payment, with the same force and effect as if made on the date fixed for payment, and no interest shall accrue for the period after such date unless there is a subsequent failure to pay in accordance with these Terms and Conditions in which event interest shall continue to accrue as provided in Condition 5.E or, if appropriate, Condition 6.11. 9C Payments — General Provisions 9C.1 Save as otherwise specified in these Terms and Conditions, this Condition 9C is applicable in relation to Instruments whether in bearer or in registered form. 9C.2 Notwithstanding anything to the contrary, so long as any of the Instruments are represented by a Global Instrument, held on behalf of Euroclear and/or Clearstream, Luxembourg and/or any other clearing system payments will be made to Holders in accordance with customary operating procedures of Euroclear and/or Clearstream, Luxembourg and/or such other clearing system. 9C.3 Payments of amounts due (whether principal, interest or otherwise) in respect of Instruments will be made in the currency in which such amount is due (a) by cheque (in the case of payments in Japanese Yen to a non-resident of Japan, drawn on an authorised foreign exchange bank) or (b) at the option of the payee, by transfer to an account maintained by the payee outside the United States and denominated in the relevant currency specified by the payee (in the case of payment in Japanese Yen to a non-resident of Japan, a non-resident account with an authorised foreign exchange bank specified by the payee). Payments will, without prejudice to the provisions of Condition 8, be subject in all cases to any applicable fiscal or other laws and regulations. 9C.4 Payment Day: If the date for payment of any amount in respect of any Instrument is not a Payment Day, the holder thereof shall not be entitled to payment until the next following Payment Day in the relevant place and shall not be entitled to further interest or other payment in respect of such delay. For these purposes, ‘‘Payment Day’’ means any day which (subject to Condition 10) is: (i) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in: (A) in the case of Instruments in definitive form only, the relevant place of presentation; (B) any Additional Financial Centre (other than TARGET2 System) specified in the applicable Final Terms; and

51 (C) if TARGET2 System is specified as an Additional Financial Centre in the applicable Final Terms, a day on which the TARGET2 System is open, and (ii) either (1) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments in the principal financial centre of the country of the relevant Specified Currency (if other than the place of presentation, London and any Additional Financial Centre) or (2) in relation to any sum payable in euro, a day on which the TARGET2 System is open. 9C.5 No commissions or expenses shall be charged to the Holders of Instruments in respect of such payments.

10. Limitation 10.01 All amounts paid by the Issuer to the Fiscal Agent, to any Paying Agent or the Registrar for payment of the principal of or interest on any Instrument and remaining unclaimed for three years after such payment has been made shall be repaid to the Issuer and, to the extent permitted by law, the Holder of such Instrument thereafter may look only to the Issuer for payment. Claims against the Issuer for payment of principal and interest in respect of the Instruments will be prescribed and become void unless made within 10 years (in the case of principal) or five years (in the case of interest) from the date on which payment first becomes due and repayable. Under the State of New York’s statute of limitations, any legal action upon the Instruments must be commenced within six years after the payment thereof is due.

11. The Paying Agents and the Registrar 11.01 The initial Paying Agents and Registrar and their respective initial specified offices are specified below. The Issuer reserves the right at any time to vary or terminate the appointment of any Paying Agent (including the Fiscal Agent) or the Registrar and to appoint additional or other Paying Agents (including the Fiscal Agent) or another Registrar provided that it will at all times maintain (i) a Fiscal Agent, (ii) in the case of Registered Instruments, a Registrar, (iii) a Paying Agent (which may be the Fiscal Agent) with a specified office in a continental European city and (iv) so long as the Instruments are listed on the official list of the Luxembourg Stock Exchange and/or any other stock exchange, a Paying Agent (which may be the Fiscal Agent) and a Registrar each with a specified office in Luxembourg and/or in such other place as may be required by the rules of such other stock exchange (or any other relevant authority) (in each case with a specified office located in such place (if any) as may be required by these Terms and Conditions). The Paying Agents and the Registrar reserve the right at any time to change their respective specified offices to some other specified office in the same city. Notice of all changes in the identities or specified offices of any Paying Agent or the Registrar will be given promptly by the Issuer to the Holders in accordance with Condition 14. 11.02 The Paying Agents and the Registrar act solely as agents of the Issuer and, save as provided in the Issue and Paying Agency Agreement or any other agreement entered into with respect to its appointment, do not assume any obligations towards or relationship of agency or trust for any Holder of any Instrument and each of them shall only be responsible for the performance of the duties and obligations expressly imposed upon it in the Issue and Paying Agency Agreement or other agreement entered into with respect to its appointment or incidental thereto.

12. Replacement of Instruments If any Instrument is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Fiscal Agent or such Paying Agent or Paying Agents as may be specified for such purpose in the applicable Final Terms (in the case of Bearer Instruments) or of the Registrar (in the case of Registered Instruments) (a ‘‘Replacement Agent’’), subject to all applicable laws and the

52 requirements of any stock exchange on which the Instruments are listed, upon payment by the claimant of all expenses incurred in connection with such replacement and upon such terms as to evidence, security, indemnity and otherwise as the Issuer and the Replacement Agent may require. Mutilated or defaced Instruments must be surrendered before replacements will be delivered therefor.

13. Meetings of Holders and Modification, Amendments and Waivers 13.01 Meetings of Holders (a) The Issuer may, and at the written request and direction of the Holders of at least 10% of the aggregate nominal amount of the outstanding Instruments, the Fiscal Agent shall on behalf of the Holders, at any time call a meeting of the Holders of the Instruments. Such meeting shall be held at such time and in such western European city as the Issuer or the Holders calling such meeting, as the case may be, shall determine, for the purposes of making, giving or taking any request, demand, authorisation, direction, notice, consent, waiver or other action provided by the Issue and Paying Agency Agreement or the Instruments to be made, given or taken by the Holders of the Instruments. The Fiscal Agent shall have no duty to determine whether a meeting being called by the Holders of 10% of the aggregate nominal amount of the outstanding Instruments is being called for a proper purpose. Notice of any such meeting of Holders setting forth the time and place of such meeting in general terms the action proposed to be taken at the meeting shall be given by the Issuer to the Fiscal Agent and the Holders of the Instruments or by the Fiscal Agent (on behalf and at the direction of the Holders of the Instruments calling the meeting) to the Issuer and the Holders of the Instruments, as the case may be, in the manner set forth in Condition 14 not less than 30 nor more than 60 days prior to the date of such meeting. The Holders of at least 10% of the aggregate nominal amount of the outstanding Instruments requesting such meeting shall deposit their written request to call a meeting of the Holders of the Instruments with the Fiscal Agent. If the Holders of at least 10% of the aggregate nominal amount of the outstanding Instruments shall have requested the Fiscal Agent to call a meeting of the Holders of the Instruments and the Fiscal Agent shall not have given notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided in such notice, then such Holders may call such meeting by giving notice thereof in the manner provided in Condition 14. To be entitled to vote at any meeting of Holders of the Instruments, a person shall be (i) a Holder of one or more of the Instruments or (ii) a person appointed by an instrument in writing as proxy by the Holder of one or more of the Instruments. The only persons who shall be entitled to be present or to speak at any meeting of Holders of the Instruments shall be the persons entitled to vote at such meeting and their counsel and any representative of the Issuer and its counsel. Any Holder of the Instruments who has executed an instrument appointing a person as proxy shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted if such person is present and votes, provided that such Holder shall be considered as present or voting only with respect to the matters covered by such instrument (which may include authorisation to vote on any other matters as may come before the meeting). (b) At any meeting of the Holders of the Instruments, the Holders of more than 50% of the aggregate nominal amount of the Instruments at the time outstanding shall constitute a quorum, unless a higher requirement is provided for pursuant to any provision herein or in the Issue and Paying Agency Agreement. No business shall be transacted in the absence of a quorum, unless a quorum is present when the meeting is called to order. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall be adjourned for a period of not less than 10 days as determined by the chairman of the meeting. Notice of the reconvening of any adjourned meeting shall be given as provided above except that such notice need be published only once but must be given not less than five days prior to the date on which the meeting is scheduled to be reconvened.

53 (c) The holding of any Instrument shall be proved by the production of such Instrument or by a certificate satisfactory to the Issuer, executed by any trust company, bank, banker or recognised securities dealer. Each such certificate shall be dated and shall state that on the date thereof an Instrument bearing a specified identifying number was deposited with or exhibited to such trust company, bank, banker or recognised securities dealer by the person named in such certificate. Any such certificate may be issued in respect of one or more of the Instruments specified therein. The holding by the person named in any such certificate of any Instrument specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (i) another certificate bearing a later date issued in respect of the same Instrument shall be produced or (ii) the Instrument specified in such certificate shall be produced by some other person or (iii) the Instrument specified in such certificate shall have ceased to be outstanding. The appointment of any proxy shall be proved by having the signature of the person executing the proxy witnessed or guaranteed by any bank, banker, trust company or stock exchange member firm satisfactory to the Issuer. (d) The Issuer or the Holders of the Instruments calling the meeting, as the case may be, shall appoint a temporary chairman of the meeting. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Holders of a majority in nominal amount of the Instruments represented at the meeting. At any meeting each Holder of an Instrument or proxy with respect thereto shall be entitled to one vote for each security in the minimum authorised denomination of the Instruments (or equivalent in the case of Instruments of larger denominations) held or represented by it; provided, however, that no vote shall be cast or counted at any meeting in respect of any Instrument challenged as not outstanding and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote except as a Holder of any be such Instrument or as Holder of any such proxy. Any meeting of the Holders of Instruments duly called at which a quorum is present may be adjourned from time to time, and the meeting may be held as so adjourned without further notice. (e) The vote upon any resolution submitted to any meeting of Holders of the Instruments shall be by written ballot on which shall be subscribed the signatures of the Holders of any such Instruments or proxies and on which shall be inscribed an identifying number or numbers or to which shall be attached a list of identifying numbers of the Instruments held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of the Holders of the Instruments shall be prepared by the secretary of the meeting and there shall be attached to such record the original reports of the inspectors of votes on any votes by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that such notice was published as provided above. The record shall be signed and verified by the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Issuer and the other to the Fiscal Agent to be preserved by the Fiscal Agent, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. 13.02 Modifications, Amendments and Waivers The Issue and Paying Agency Agreement may be amended by the Issuer, the Fiscal Agent and any Paying Agents, without the consent of the Holder of any Instrument for the purposes of curing any ambiguity, or of curing, correcting or supplementing any defective or inconsistent provisions contained therein, to comply with the provisions of Condition 4 or in any other manner which the Issuer, the Fiscal Agent and the Paying Agents may deem necessary or desirable and which will not

54 be inconsistent with the Instruments and which will not materially adversely affect the interest of the Holders of any Instrument. Modifications and amendments of the Issue and Paying Agency Agreement or to the Terms and Conditions of the Instruments may also be made, and future compliance therewith or past default by the Issuer may be waived, with the consent of the Holders of at least a majority in aggregate nominal amount of the Instruments at the time outstanding (or by the adoption of a resolution at a meeting of the Holders of the Instruments held in accordance with the provisions of Condition 13.01); provided, however, that no such modification or amendment to the Issue and Paying Agency Agreement or to these Terms and Conditions may, without the consent of the Holder of each such Instrument affected thereby, (a) change the stated maturity of the principal of or alter the maturity on such Instrument; (b) reduce the amount of principal, any amounts due on redemption or redemption price of or interest (and Additional Amounts) on any such Instrument; (c) change the currency of payment of principal, any amounts due on redemption or redemption price of or interest on any such Instrument or any other amounts payable on any such Instrument; (d) impair the right to institute suit for the enforcement of any such payment on or with respect to any such Instrument; (e) reduce the above stated percentage of the nominal amount of Instruments the consent of whose Holders is necessary to modify or amend the Issue and Paying Agency Agreement or these Terms and Conditions or reduce the percentage of the Instruments required for the taking of action or the quorum required at any such meeting of any Holders of these Instruments; or (f) reduce the percentage of the nominal amount of outstanding Instruments necessary to waive any future compliance or past default. Any such modification, amendment or waiver to the Issue and Paying Agency Agreement or to these Terms and Conditions will be conclusive and binding on all Holders of the Instruments whether or not they have given such consent or were present at such meeting, and on all future Holders of such Instruments. Any instrument given by or on behalf of any Holder of an Instrument in connection with any consent to any such modification, amendment or waiver will be irrevocable once given and will be conclusive and binding on all subsequent Holders of such Instrument appertaining thereto.

14. Notices 14.01 To Holders of Bearer Instruments Notices to Holders of Bearer Instruments will be published (i) in a leading daily newspaper having general circulation in London (which is expected to be the Financial Times) and (ii) in the case of any Instruments which are listed on the official list of the Luxembourg Stock Exchange (so long as such Instruments are listed on the official list of the Luxembourg Stock Exchange and the rules of that exchange so require), in a leading daily newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or the Luxembourg Stock Exchange’s website (www.bourse.lu), or if such publication is not practicable, in a leading English language daily newspaper having general circulation in Europe. The Issuer shall also ensure that notices are duly published in compliance with the requirements of the rules of each stock exchange (or of any other relevant authority) on which the Instruments are listed. Any notice so given will be deemed to have been validly given on the date of first publication (or, if required to be published in more than one newspaper, on the first date on which publication shall have been made in all the required newspapers). 14.02 To Holders of Registered Instruments Notices to Holders of Registered Instruments will be deemed to be validly given if sent by first class mail (or equivalent) or (if posted to an overseas address) by air mail to them (or, in the case of joint Holders, to the first-named in the register kept by the Registrar) at their respective addresses as recorded in the register kept by the Registrar, and will be deemed to have been validly given on the

55 fourth weekday after the date of such mailing or, if posted from another country, on the fifth such day. In the case of Registered Instruments listed on the official list of the Luxembourg Stock Exchange (and so long as the rules of that exchange so require) notices will also be published in a leading daily newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort). To Holders while Instruments are in Global Form So long as any Instruments are represented by a Global Bearer Instrument or Global Registered Instrument and such Global Bearer Instrument or Global Registered Instrument is registered or held on behalf of a clearing system, notices to the persons shown in the records of Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system as having a beneficial interest represented by a Global Registered Instrument or Global Bearer Instrument may be given by delivery of the relevant notice to the clearing system for communication by it to such persons in substitution for publication as required by the Terms and Conditions or by delivery of the relevant notice to the Holder of the Global Bearer Instrument or Global Registered Instrument except that so long as the Instruments are listed on the official list of the Luxembourg Stock Exchange and the rules of that exchange so require, notice shall also be published in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or the Luxembourg Stock Exchange’s website (www.bourse.lu). Any notice so given will be deemed to have been validly given on the date of first such publication (or, if required to be published in more than one newspaper, the on the first date on which publication shall have been made in all the required newspapers) or, as the case may be, on the fourth weekday after the date of such delivery to Euroclear and/or Clearstream, Luxembourg and/or such other clearing system.

14.03 To the Issuer Notices to be given by the Holder of any Instrument shall be in writing and given by lodging the same, together (in the case of any Instrument in definitive form) with the relative Instrument or Instruments, with the Paying Agent. Whilst any of the Instruments are represented by a Global Instrument, such notice may be given by any holder of an Instrument to the Paying Agent through Euroclear and/or Clearstream, Luxembourg, as the case may be, in such manner as the Paying Agent and Euroclear and/or Clearstream, Luxembourg, as the case may be, may approve for this purpose.

15. Further Issues The Issuer may from time to time, without the consent of the Holders of the Instruments, create and issue further instruments, bonds or debentures having the same terms and conditions as any outstanding Instruments in all respects (or in all respects except for the Issue Price, the first payment of interest, if any, on them and/or the denomination(s) thereof) so as to be consolidated and form a single series with the outstanding Instruments.

16. Waiver and Remedies No failure to exercise, and no delay in exercising, on the part of the Holder of any Instrument, any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right. Rights hereunder shall be in addition to all other rights provided by law. No notice or demand given in any case shall constitute a waiver of rights to take other action in the same, similar or other instances without such notice or demand.

56 17. Governing Law The Instruments and the Issue and Paying Agency Agreement are governed by, and shall be construed in accordance with, the laws of the State of New York.

18. Final Terms In connection with any issuance of Instruments that are admitted to trading on a regulated market in the European Economic Area in circumstances in which a prospectus is required to be published under the Prospectus Directive, the Issuer shall prepare Final Terms to complete these Terms and Conditions. In connection with any issuance of Instruments that are neither admitted to trading on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances in which a prospectus is required to be published under the Prospectus Directive, the Issuer may prepare Final Terms to supplement, modify or replace these Terms and Conditions.

57 USE OF PROCEEDS The net proceeds of the issue of each Tranche of Instruments will be used for the general corporate purposes of the Issuer, including, without limitation, to repay indebtedness and reduce other obligations, to fund share repurchases, to fund payment of dividends, to fund investment in or extension of credit to its subsidiaries and to fund acquisitions.

58 THE WALT DISNEY COMPANY The Walt Disney Company (the ‘‘Issuer’’) was incorporated on 28th July, 1995, for an unlimited duration in accordance with the General Corporate Law of the State of Delaware, with the U.S. Internal Revenue Service Identification number 95-4545390, and operates under the laws of the State of Delaware. 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 term ‘‘Company’’ is used to refer collectively to the Issuer and the subsidiaries through which its various businesses are actually conducted. The Issuer’s principal executive offices are located at 500 South Buena Vista Street, Burbank, California 91521, USA and its telephone number is 001 818 560-1000.

DESCRIPTION OF BUSINESS 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, distribution and content management 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 (Multi-channel Video Programming Distributors, ‘‘MVPD’’), broadband service providers (digital MVPDs) and television stations affiliated with the Company’s domestic broadcast television network for the right to deliver the Company’s programs to their customers/subscribers (‘‘affiliate fees’’); • the sale to advertisers of time in programs for commercial announcements (‘‘ad sales’’); and • the sale to television networks and distributors for the right to use the Company’s 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 The Company’s primary cable networks consist of ESPN, the Disney Channels and Freeform, which produce their own programs or acquire rights from third parties to air their programs on the Company’s 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 services under multi-year agreements with MVPDs that include contractually determined rates on a per subscriber basis. The amounts that the Company can charge to MVPDs for its cable network services are largely dependent on the quality and quantity of programming that the Company can provide and the competitive market. 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. The Company also sells programming developed by its 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 iTunes.

59 The Company’s significant cable networks 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 ...... 90 ESPN2 ...... 89 ESPNU ...... 71 ESPNEWS(2) ...... 70 SEC Network(2) ...... 62 Disney Channels—Domestic Disney Channel ...... 93 Disney Junior ...... 74 Disney XD ...... 78 Freeform ...... 91 International Channels(3) ESPN channels ...... 141 Disney Channel ...... 205 Disney Junior ...... 140 Disney XD ...... 127

(1) Nielsen Media Research estimates are as of September 2016 and only capture traditional MVPD subscriber counts and do not include digital MVPD subscribers. (2) Because Nielsen Media Research does not measure these networks, estimated subscriber counts are according to SNL Kagan as of December 2015. (3) Because Nielsen Media Research and SNL Kagan do not measure these networks, estimated subscriber counts are based on internal management reports as of September 2016.

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 networks: ESPN, ESPN2, ESPNU (a network devoted to college sports), ESPNEWS, SEC Network (a sports programming network dedicated to Southeastern Conference college athletics), ESPN Classic, the regionally focused Longhorn Network (a network dedicated to The University of Texas athletics) and ESPN Deportes (a Spanish language network), which are all simulcast in high definition except ESPN Classic. ESPN programs the sports schedule on the ABC Television Network, which is branded ESPN on ABC. ESPN owns 19 television networks outside of the United States (primarily in Latin America) that allow ESPN to reach sports fans in over 60 countries and territories in four languages. 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, various soccer rights, the Wimbledon Championships and the Masters golf tournament. ESPN also operates: • ESPN.com—which delivers comprehensive sports news, information and video on internet- connected devices • WatchESPN—which delivers live streams of most of ESPN’s domestic networks on internet- connected devices to authenticated MVPD subscribers. Non-subscribers have limited access to certain content on select Watch platforms

60 • ESPN3, SEC Network + and ACC Network Extra—which are ESPN’s live multi-screen sports networks that deliver exclusive sports events and are accessible on WatchESPN • ESPN Events—which owns and operates a portfolio of collegiate sporting events including bowl games, basketball games and post-season award shows • 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 more than 500 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 bi-weekly sports magazine

Disney Channels The Company operates over 100 Disney branded television channels, which are broadcast in 34 languages and 163 countries/territories. Branded channels include Disney Channel, Disney Junior, Disney XD, Disney Cinemagic, Disney Cinema and DLife. Disney Channel content is also available through subscription and video-on-demand services and online through the Company’s websites: DisneyChannel.com, DisneyXD.com and DisneyJunior.com. Programming for these networks includes internally developed and acquired programming. The Disney Channels also include Radio Disney and RadioDisney.com. Disney Channel, Disney Junior and Disney XD are available digitally through products that deliver live or on-demand channel programming on internet-connected devices to authenticated MVPD subscribers. Non-subscribers have limited access to select content on these platforms. Disney Channel—Disney Channel is a cable network airing 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 network, 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 is a cable network that 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 is a cable channel airing a mix of live-action and animated original programming targeted to kids ages 6 to 14. 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 available in certain countries in Europe airing a selection of Disney movies, Disney cartoons and shorts as well as animated television series. Radio Disney—Radio Disney is a 24-hour radio network targeted to kids, tweens and families reaching listeners through a national broadcast on various distribution platforms. Radio Disney operates from an owned terrestrial radio station in Los Angeles. Radio Disney is also available throughout Latin America on two owned terrestrial stations and through agreements with third-party radio stations.

Freeform Freeform (formerly ABC Family) is a domestic cable network targeted to viewers ages 14 to 34. Freeform produces original live-action programming, acquires programming from third parties, airs content from Company owned theatrical film library and features branded holiday programming events such as ‘‘13 Nights of Halloween’’ and ‘‘25 Days of Christmas’’.

61 Freeform is available digitally through products that deliver either live or on-demand channel programing on internet-connected devices to authenticated MVPD subscribers. Non-subscribers have limited access to select Freeform programming.

Hungama Hungama is a kids general entertainment cable network in India, which features a mix of animation, Hindi-language series and game shows.

UTV/Bindass Networks The Company operates UTV and Bindass branded cable television networks in India. The networks include UTV Action and UTV Movies, which offer Bollywood movies as well as Hindi dubbed Hollywood movies. The networks also include Bindass, a youth entertainment channel, and Bindass Play, a music channel.

Broadcasting The Company’s 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 1st October, 2016, had affiliation agreements with 242 local television stations reaching almost 100% of all U.S. television households. ABC broadcasts programs in the following ‘‘dayparts’’: primetime, daytime, late night, news and sports. 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 a more limited access to on-demand episodes. The ABC app and ABC.com provide online extensions to ABC programming including episodes and selected clips. ABCNews.com provides in-depth worldwide news coverage online and video-on-demand news reports from ABC News broadcasts. ABC News also has an agreement to provide news content to Yahoo! News.

Television Production 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 the Company’s networks or for third parties for the 2016/2017 television season includes thirteen returning and five new one-hour dramas and four new and three returning half-hour comedies. Additionally, the Company is producing five drama series for Netflix. The Company also produces Jimmy Kimmel Live for late night and a variety of primetime specials, as well as syndicated, news and daytime programming.

62 Television Distribution The Company distributes its productions worldwide to television broadcasters, to SVOD services such as Netflix, Hulu and Amazon, and in home entertainment formats.

Domestic Television Stations The Company owns eight television stations, six of which are located in the top-ten markets in the U.S. in terms of television households. The television stations derive the majority of their revenues from ad sales. The stations also receive affiliate fees from MVPDs. All of the Company’s television stations are affiliated with ABC and collectively reach 23% of the nation’s television households. 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 the Company owns 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 KGO...... San Francisco, CA 6 KTRK...... Houston, TX 10 WTVD...... Raleigh-Durham, NC 25 KFSN ...... Fresno, CA 54

(1) Based on Nielsen Media Research, U.S. Television Household Estimates, 1st January, 2016.

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 are reported as ‘‘Equity in the income of investees’’ 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 a joint venture owned 50% by the Company and 50% by the Hearst Corporation. A+E operates a variety of cable networks including: • A&E—which offers entertainment programming including original reality and scripted series • HISTORY—which offers original series and event-driven specials • Lifetime—which is devoted to female-focused programming • Lifetime Movie Network (LMN)—which is a 24-hour movie channel • FYI—which offers contemporary lifestyle programming • Lifetime Real Women—which is a 24-hour cable network with programming focusing on women Internationally, A+E programming is available in over 150 countries. During fiscal 2016, A+E acquired an 8% interest in Vice Group Holdings, Inc. (Vice) in exchange for a 49.9% interest in A+E’s H2 channel, which has been rebranded as Viceland and programmed with Vice

63 content. A+E has a 20% interest in Vice. In addition, the Company has an 11% direct ownership interest in Vice. A+E and Vice’s significant cable networks and the number of domestic subscribers by channel as estimated by Nielsen Media Research(1) are as follows:

Estimated Subscribers (in millions)(1) A+E A&E...... 92 HISTORY ...... 93 Lifetime ...... 92 LMN...... 79 FYI...... 68 Vice Viceland ...... 68

(1) Nielsen Media Research estimates are as of September 2016 and only capture traditional MVPD subscriber counts and do not include digital MVPD subscribers.

BAMTech In fiscal 2016, the Company acquired a 15% interest in BAMTech, LLC (BAMTech), an entity which holds Major League Baseball’s streaming technology and content delivery businesses, for $450 million. BAMTech is a content management and distribution business and also has a direct-to-consumer business in which it acquires rights to and distributes sports programming. The Company acquired an additional 18% interest for $557 million in January 2017. In addition, the Company has an option to increase its ownership to 66% by acquiring additional shares at fair market value from Major League Baseball between August 2020 and August 2023.

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

Hulu 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 commercials and a subscription-based service with no commercials. The Company licenses television and film programming to Hulu in the ordinary course of business. The Company defers a portion of its profits from these transactions until Hulu recognizes third-party revenue from the exploitation of the rights. The portion that is deferred reflects the Company’s ownership interest in Hulu. Hulu is owned 30% each by the Company, Twenty-First Century Fox, Inc. and Comcast Corporation. Time Warner, Inc. (TW) holds the remaining 10% interest in the venture, which was acquired from Hulu for $583 million in August 2016. For not more than 36 months from August 2016, TW may put its shares to Hulu or Hulu may call the shares from TW under certain limited circumstances arising from regulatory review. The Company and Twenty-First Century Fox, Inc. have agreed to make a capital contribution for up to approximately $300 million each if required to fund the repurchase of shares from TW.

64 Seven TV Seven TV operates an advertising-supported, free-to-air Disney Channel in Russia. During fiscal 2016, the Company reduced its common share ownership in Seven TV from 49% to 20% to comply with Russian regulations that limit foreign ownership of media companies, while maintaining the Company’s 49% economic interest in the business.

Competition and Seasonality The Company’s Media Networks businesses compete for viewers primarily with other television 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, the Company competes with other television networks and radio stations, independent television stations, MVPDs and other advertising media such as online and electronic delivery of content, newspapers, magazines and billboards. The Company’s television and radio stations primarily compete for audiences and advertisers in individual market areas. The growth in the number of networks distributed by MVPDs and growth in number of online services has resulted in increased competitive pressures for advertising revenues for the Company’s broadcast and cable networks. The Company’s cable networks also face competition from other cable networks for carriage by MVPDs and face competition from online services. 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 and satellite distribution industry and other factors may adversely affect the Company’s ability to obtain and maintain contractual terms for the distribution of its various cable programming services that are as favorable as those currently in place. The Company’s Media Networks businesses also compete for the acquisition of sports and other programming. The market for programming is very competitive, particularly for live sports 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 forfeitures, limited renewals of licenses and, in egregious cases, denial of license renewal or revocation of a license. FCC regulations that affect the Company’s Media Networks segment include the following: • Licensing of television and radio stations. Each of the television and radio stations the Company owns must be licensed by the FCC. These licenses are granted for periods of up to eight years, and the Company must obtain renewal of licenses as they expire in order to continue operating the stations. The Company (and the acquiring entity in the case of a divestiture) must also obtain FCC approval whenever the Company seeks 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 the Company has received such renewals and approvals in the past or has 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 the Company can own in a specific market, on the combined

65 number of television and radio stations the Company can own in a single market and on the aggregate percentage of the national audience that can be reached by television stations the Company owns. Currently: • FCC regulations may restrict the Company’s ability to own more than one television station in a market, depending on the size and nature of the market. The Company does not own more than one television station in any market. • Federal statutes permit the Company’s television stations in the aggregate to reach a maximum of 39% of the national audience. The FCC recently changed how it treats UHF television stations for purposes of determining compliance with the 39% cap and pursuant to the FCC’s revised rules, the Company’s eight stations reach approximately 23% of the national audience. • FCC regulations in some cases impose restrictions on the Company’s ability to acquire additional radio or television stations in the markets in which the Company owns radio stations, but the Company does not believe any such limitations are material to its 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. • 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 $350,000 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 31st December, 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.

66 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 its operations.

PARKS AND RESORTS The Company owns and operates the Walt Disney World Resort in Florida; the Disneyland Resort in California; Aulani, a Disney Resort & Spa in Hawaii; the Disney Vacation Club; the Disney Cruise Line; and Adventures by Disney. The Company manages and has effective ownership interests of 88% in Disneyland Paris, 47% in Hong Kong Disneyland Resort and 43% in Shanghai Disney Resort, each of which is consolidated in the Company’s financial statements. The Company also licenses its 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 room nights at hotels, sales of cruise and other vacation packages and sales, as well as 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; a sports complex; conference centers; campgrounds; golf courses; water parks; and other recreational facilities designed to attract visitors for an extended stay. 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 through 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 extravaganza. 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, energy, 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 Illuminations: Reflections of Earth, a nighttime entertainment spectacular. Disney’s Hollywood Studios—Disney’s Hollywood Studios consists of seven themed areas: Animation Courtyard, Commissary Lane, Echo Lake, Hollywood Boulevard, Muppets Courtyard, Pixar Place and Sunset Boulevard. The areas provide behind-the-scenes glimpses of Hollywood-style action through

67 various shows and attractions and offer themed food service and merchandise facilities. The park also features Fantasmic!, a nighttime entertainment spectacular, and Star Wars: A Galactic Spectacular. In 2016, the Company began construction on two new themed areas based on the Star Wars and Toy Story franchises. Disney’s Animal Kingdom—Disney’s Animal Kingdom consists of a 145-foot tall Tree of Life centerpiece surrounded by six themed areas: Africa, Asia, Dinoland U.S.A., Discovery Island, Oasis 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. The Company has a long-term agreement for the exclusive global theme park rights to build AVATAR-themed lands and plans to open Pandora—The World of AVATAR at Disney’s Animal Kingdom in summer 2017. Hotels and Other Resort Facilities—As of 1st October, 2016, the Company owned and operated 18 resort hotels at the Walt Disney World Resort, with approximately 23,000 rooms and 3,000 vacation club units. Resort facilities include 468,000 square feet of conference meeting space and Disney’s Fort Wilderness camping and recreational area, which offers approximately 800 campsites. The Walt Disney World Resort also hosts Disney Springs, a 127-acre retail, dining and entertainment complex, consisting of four areas: Marketplace, The Landing, Town Center and West Side. The areas are home to more than 150 venues including the 51,000-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. The Company plans to build an 8,000-seat indoor sports venue that will host cheer, dance, basketball and volleyball competitions. 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 noncompetitive 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 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 Downtown Disney, a retail, dining and entertainment complex. 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 through 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, Disneyland offers daily parades, a nighttime fireworks extravaganza and a nighttime entertainment spectacular, Fantasmic!. In 2016, the Company began construction on a new Star Wars-themed area at Disneyland.

68 Disney California Adventure—Disney California Adventure is adjacent to Disneyland and includes seven themed areas: Buena Vista Street, Cars Land, Grizzly Peak, Hollywood Land, Pacific Wharf, Paradise Pier and ‘‘a bug’s land’’. These areas include attractions, shows, restaurants, merchandise shops and refreshment stands. Additionally, Disney California Adventure offers a nighttime water spectacular, World of Color.

Hotels and Other Resort Facilities—Disneyland Resort includes three Company-owned and operated hotels with approximately 2,400 rooms, 50 vacation club units and 180,000 square feet of conference meeting space. The Company plans to build a new 6,800-space parking garage scheduled to open in late 2018. Downtown Disney, a themed 15-acre, retail, entertainment and dining outdoor complex with approximately 30 venues, is 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.

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 Disney Vacation Club units.

Disneyland Paris The Company has an 88% effective ownership interest in Disneyland Paris, which is located on a 5,510-acre development in Marne-la-Vallee,´ approximately 20 miles east of Paris, France. The land is being developed by Disneyland Paris pursuant to a master agreement with French governmental authorities. The Company manages and has a 86% equity interest in Euro Disney S.C.A., a publicly-traded French entity that is the holding company for Euro Disney Associes´ S.C.A., the primary operating company of Disneyland Paris. The Company also has a direct 18% ownership interest in Euro Disney Associes´ S.C.A. 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 development, Val d’Europe. An indirect, wholly-owned subsidiary of the Company is responsible for managing Disneyland Paris and charges royalties and management fees based on the operating performance of the resort. The Company has waived payment of royalties and management fees for the fourth quarter of fiscal 2016 through the third quarter of fiscal 2018. 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 spectacular, Disney Dreams!. 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. 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, several 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 and pay rent to Disneyland Paris.

69 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. Disneyland Paris along with 50% joint venture partner, Pierre & Vacances-Center Parcs, is developing Villages Nature, a European eco-tourism destination adjacent to the resort, which is targeted to open in 2017. Disneyland Paris Recapitalization—During calendar 2015, Disneyland Paris completed a A1.0 billion recapitalization through a A0.4 billion equity rights offering and the conversion of A0.6 billion of loans from the Company into equity. The recapitalization process was finalized in November 2015, and the Company’s effective ownership interest increased from 51% to 81%. (See Note 6 to the Consolidated Financial Statements in ‘‘DOCUMENTS INCORPORATED BY REFERENCE—Specific items contained in ‘Documents Incorporated by Reference’ ’’). On 15th February, 2017, the Company acquired 9% of the outstanding shares of Euro Disney S.C.A. On 10th February, 2017, the Company announced its intention to make a cash tender offer for all remaining outstanding shares of Euro Disney S.C.A. and committed to support a recapitalization of up to $1.5 billion for the Euro Disney group. As of 1st October, 2016, Disneyland Paris had A1.1 billion of outstanding loans payable to the Company.

Hong Kong Disneyland Resort The Company owns a 47% interest in Hong Kong Disneyland Resort through Hongkong International Theme Parks Limited, an entity in which the Government of the Hong Kong Special Administrative Region (HKSAR) owns a 53% majority 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 two 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 fireworks extravaganza, Disney in the Stars. The Marvel-themed Iron Man Experience opened in Tomorrowland in January 2017. Hotels—Hong Kong Disneyland Resort includes two themed hotels with a total of 1,000 rooms. A third hotel with 750 rooms is under construction and expected to open in 2017.

Shanghai Disney Resort The Company owns a 43% interest in Shanghai Disney Resort, which opened in June 2016. 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; 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. The investment in the resort is funded in accordance with each shareholder’s equity ownership percentage, with approximately 67% from equity contributions and 33% from shareholder loans. As of 1st October, 2016, the Company and Shendi have provided loans to Shanghai Disney Resort of $757 million and 6.4 billion yuan ($964 million), respectively.

70 Shanghai Disneyland—Shanghai Disneyland consists of six themed areas: Adventure Isle, Fantasyland, Gardens of Imagination, Mickey Avenue, Tomorrowland and Treasure Cove. These areas feature themed attractions, shows, restaurants, merchandise shops and refreshment stands. Additionally, there are daily parades and a nighttime fireworks spectacular, Ignite the Dream. Construction has begun on a seventh themed area based on the Toy Story franchise, and the Company expects this new area to open in 2018. 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 and is 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 resort includes two theme parks (Tokyo Disneyland and Tokyo DisneySea); four Disney-branded hotels; six independently operated hotels; Ikspiari, a retail, dining and entertainment complex; and Bon Voyage, a Disney-themed merchandise location. The Company earns royalties on revenues generated by the Tokyo Disney Resort, which is owned and operated by Oriental Land Co., Ltd. (OLC), a Japanese corporation in which the Company has no equity interest. Tokyo Disneyland—Tokyo Disneyland consists of seven themed areas: Adventureland, Critter Country, Fantasyland, Tomorrowland, Toontown, Westernland and World Bazaar. 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. 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 multi-year development plans for Tokyo Disney Resort, which include the expansion of Fantasyland at Tokyo Disneyland.

Disney Vacation Club Disney Vacation Club (DVC) offers ownership interests in 13 resort facilities located at the Walt Disney World Resort; Disneyland Resort; Aulani; Vero Beach, Florida; and Hilton Head Island, South Carolina. Available units at each facility 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 consist of a mix of units ranging from deluxe studios to three-bedroom grand villas. Unit counts in this document are presented in terms of two-bedroom equivalents. DVC had approximately 3,800 vacation club units as of 1st October, 2016. The Company is currently constructing its 14th vacation club property, Copper Creek Villas & Cabins at Disney’s Wilderness Lodge at the Walt Disney World Resort.

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 877-stateroom ships, and the Disney Dream and the Disney Fantasy are 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 two new ships, one to be delivered in calendar 2021 and the other in 2023. The new ships will be 135,000 tons with 1,250 staterooms.

71 Adventures by Disney Adventures by Disney offers all-inclusive guided vacation tour packages predominantly at non-Disney sites around the world. The Company offered 33 different tour packages during 2016.

Walt Disney Imagineering Walt Disney Imagineering provides master planning, real estate development, attraction, entertainment and show design, engineering support, production support, project management and other development services, including 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, 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. 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, direct-to-video content, 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 markets, stage play ticket sales, distribution of recorded music and licensing of Company intellectual property for use in live entertainment productions. Significant operating expenses include film cost amortization, which consists of production cost and participations and residuals expense amortization, distribution expenses and costs of sales. The Company distributes films primarily under the Walt Disney Pictures, Pixar, Marvel, Lucasfilm and Touchstone banners. In August 2009, the Company entered into an agreement with DreamWorks Studios (DreamWorks) to distribute live-action motion pictures produced by DreamWorks for seven years under the Touchstone Pictures banner for which the Company received a distribution fee. In fiscal 2016, the Company entered into an agreement to end the 2009 distribution agreement and acquired all rights, titles, and interests in thirteen previously released DreamWorks films. In exchange, the Company forgave loans and terminated financing previously available to DreamWorks. The Company distributed three DreamWorks films in fiscal 2016. Prior to the Company’s acquisition of Marvel, Marvel had licensed the rights to third-party studios to produce and distribute feature films based on certain Marvel properties including Spider-Man, The Fantastic Four and X-Men. 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 the third-party studio receives a share of the Company’s merchandise revenue on these properties. The Company

72 distributes all Marvel-produced films with the exception of The Incredible Hulk, which is distributed by a third-party studio. Prior to the Company’s acquisition of Lucasfilm, Lucasfilm produced six Star Wars films (Episodes 1 through 6). Lucasfilm retained the rights to consumer products related to all of those films and the rights related to television and electronic distribution formats for all of those films, with the exception of the rights for Episode 4, which are owned by a third-party studio. All of those films are distributed by a third- party studio 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 in perpetuity by the third-party studio. 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 The Company produces and distributes both live-action films and full-length animated films. In the domestic theatrical market, the Company generally distributes and markets its filmed products directly. In most major international markets, the Company distributes its filmed products directly while in other markets its films are distributed by independent distribution companies or joint ventures. During fiscal 2017, the Company expects to release eight of its own produced feature films. Cumulatively through 1st October, 2016 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, the Company 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, the Company distributes home entertainment releases directly under each of its motion picture banners. In international markets, the Company distributes home entertainment releases under its motion picture banners both directly and through independent distribution companies. The Company also produces original content domestically and acquires content internationally for direct-to-video release. 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 Wal-Mart and Target and electronic formats are sold through e-tailers, such as Apple and Amazon. Titles are also sold to physical rental services, such as Netflix. However, distribution by physical rental services may be delayed up to 28 days after the start of home entertainment distribution. As of 1st October, 2016, the Company had approximately 1,400 active produced and acquired titles, including 1,000 live-action titles and 400 animated titles, in the domestic home entertainment marketplace and approximately 2,200 active produced and acquired titles, including 1,600 live-action titles and 600 animated titles, in the international marketplace.

73 Television Market In the television market, the Company licenses its films to cable and broadcast networks, television stations and other service providers, which may provide the content to viewers on televisions or a variety of internet-connected devices. Video-on-Demand (VOD)—Concurrently with physical home entertainment distribution, the Company licenses 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, which operates a subscription video on demand (SVOD) service, for all films released theatrically during calendar years 2016 through 2018, with the exception of DreamWorks films. Most films released theatrically prior to calendar year 2016 have been licensed to the Starz pay television service. 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-month to nineteen-month Pay 2 window under the Company’s license arrangements with Netflix, Starz and Showtime. The Pay 2 window is followed by a Free 2 window, 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. In the Free 3 window, films are licensed to basic cable networks, SVOD services and to television station groups. 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 country 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 others 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 Buena Vista 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, Newsies, Mary Poppins (a co-production with Cameron Mackintosh Ltd), Beauty and the Beast, Elton John & Tim Rice’s Aida, TARZAN↧ and The Little Mermaid. Disney Theatrical Group also licenses the Company’s intellectual property to Feld Entertainment, the producer of Disney On Ice and Marvel Universe Live!.

74 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. The Company also competes to obtain creative and performing talents, story properties, advertiser support and broadcast rights that are essential to the success of its 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. The Company also develops and publishes games, primarily for mobile platforms, and books, magazines and comic books. The segment also distributes branded merchandise directly through retail, online and wholesale businesses. These activities are performed through the Company’s Merchandise Licensing, Retail, Games and Publishing 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 the Company’s film, television and other properties to third parties for use on consumer merchandise, published materials and in multi-platform games; • selling merchandise through the Company’s retail stores, internet shopping sites and wholesale business; • sales of games through app distributors and online and through consumers’ in-game purchases; • wholesale sales of self-published children’s books and magazines and comic books; • charging tuition at English language learning centers in China; and • advertising through the distribution of online video content. Significant costs include costs of goods sold and distribution expenses, operating labor and 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 decor´ and furnishings, accessories, stationery, food, health and beauty, footwear and consumer electronics. The Company licenses characters from its film, television and other properties for use on third-party products in 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: Star Wars, Mickey and Minnie, Frozen, Avengers, Disney Princess, Disney Channel characters, Spider-Man, Cars, Finding Dory/Finding Nemo, Winnie the Pooh and Disney Classics.

75 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 (DisneyStore.com and MarvelStore.com), Western Europe, Japan and China. The stores are generally located in leading shopping malls and other retail complexes. The Company currently owns and operates 223 stores in North America, 78 stores in Europe, 48 stores in Japan and one store in China. The Company also offers retailers merchandise under wholesale arrangements.

Games The Company licenses properties to third-party game developers. The Company also develops and publishes games, primarily for play on internet-connected devices, and which are available to consumers to download from third-party distributors or play online.

Publishing The Company creates, distributes, licenses and publishes children’s books, comic books and graphic novel collections of comic books, magazine and learning products in print and digital formats, and storytelling apps in multiple countries and languages based on the Company’s branded franchises. Disney English develops and delivers an English language learning curriculum for Chinese children using Disney content in 27 learning centers in eight cities across China.

Other Content The Company’s operations include Maker Studios, a leading network and developer of online video content distributed primarily on YouTube and other digital platforms. Revenues and costs generated by Maker Studios have been allocated primarily to the Media Networks and Studio Entertainment segments. The Company also licenses Disney properties and content to mobile phone carriers in Japan. In addition, the Company develops, publishes and distributes interactive family content through Disney.com, Disney on YouTube, Babble.com and various Disney-branded apps.

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, consumer preferences, levels of marketing and promotion 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 ‘‘RISK FACTORS—RISK FACTORS RELATED TO THE BUSINESS OF THE ISSUER’’ above.

76 STOCK OWNERSHIP Based on a review of filings with the Securities and Exchange Commission and review of shareholders of record, the Company has determined that the following persons are beneficial owners of more than 5% of the outstanding shares of Disney common stock:

Name of Beneficial Owner Shares Percentage The Vanguard Group ...... 87,774,484(1) 5.5%(2) 100 Vanguard Blvd. Malvern, PA 19355

(1) Based on shares owned as of 31st December, 2015, as reported on The Vanguard Group’s Form 13G filed with the SEC on 2nd February, 2016. (2) Based on outstanding shares of Disney common stock as of 9th January, 2017.

DESCRIPTION OF THE GROUP The group consists of The Walt Disney Company, the ultimate parent of the group, and its subsidiaries, whose businesses are described above.

MEMBERS OF ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES OF THE ISSUER BOARD OF DIRECTORS Susan E. Arnold, 62, has been an operating executive of The Carlyle Group, an equity investment firm, since September 2013. She retired as President—Global Business Units of Procter & Gamble in 2009, a position she had held since 2007. Prior to 2009, she was Vice Chair of P&G Beauty and Health from 2006, Vice Chair of P&G Beauty from 2004 and President Global Personal Beauty Care and Global Feminine Care from 2002. She was a director of McDonalds Corporation from 2008 to May 2016 and has been a director of NBTY, Inc. since 2013. Ms. Arnold has been a Director of the Company since 2007. John S. Chen, 61, has been Executive Chair and Chief Executive Officer of Blackberry, Ltd., a provider of mobile infrastructure, since November 2013, and is a Senior Advisor of Silver Lake, a private investment firm. Mr. Chen was Chairman and Chief Executive Officer of Sybase Inc., a software developer and a wholly-owned subsidiary of SAP AG from July 2010 through November 1, 2012. Prior to SAP’s acquisition of Sybase in July 2010, Mr. Chen had been Chairman of the Board, Chief Executive Officer and President of Sybase, Inc., since November 1998. From February 1998 through November 1998, he served as co-Chief Executive Officer of Sybase. In addition to serving on the Board of Blackberry since 2013, Mr. Chen has been a director of Wells Fargo & Company since 2006 and a Director of the Company since 2004. Jack Dorsey, 40, has served as the Chief Executive Officer of Twitter, Inc., a developer and provider of mobile communication applications, since 2015 and as Co-Founder and Chief Executive Officer of Square, Inc., a provider of payment processing services, since 2009 and as Chairman of the Board of Square since 2010. He also served as President and Chief Executive Officer of Twitter from 2007 to 2008 and as the Chairman of the Board of Twitter from 2008 to 2015. He has been a director of Twitter since 2007, a director of Square, Inc. since 2009, and a Director of the Company since 2013. Robert A. Iger, 65, has served as Chairman and Chief Executive Officer since March 2012. Prior to that time, he served as President and Chief Executive Officer of the Company since 2005, having previously served as President and Chief Operating Officer since 2000 and as President of Walt Disney International and Chairman of the ABC Group from 1999 to 2000. From 1974 to 1998, Mr. Iger held a series of increasingly responsible positions at ABC, Inc. and its predecessor Capital Cities/ABC, Inc., culminating in service as President of the ABC Network Television Group from 1993 to 1994 and President and Chief Operating Officer of ABC, Inc. from 1994 to 1999. He is a member of the Board of Directors of

77 Apple, Inc., the Lincoln Center for the Performing Arts in New York City and the National September 11 Memorial & Museum. Mr. Iger has been a Director of the Company since 2000. The Company has agreed in Mr. Iger’s employment agreement to nominate him for re-election as a member of the Board and as Chairman of the Board at the expiration of each term of office during the term of the agreement, and he has agreed to continue to serve on the Board if elected. Maria Elena Lagomasino, 67, is the Chief Executive Officer and Managing Partner of WE Family Offices, a global family office serving high net worth families, and has held these positions since March 2013. Ms. Lagomasino served as Chief Executive Officer of GenSpring Family Offices, LLC, an affiliate of SunTrust Banks, Inc., from November 2005 through October 2012. From 2001 to 2005, Ms. Lagomasino was Chairman and Chief Executive Officer of JPMorgan Private Bank, a division of JPMorgan Chase & Co., a global financial services firm. Prior to assuming this position, she was Managing Director of The Chase Manhattan Bank in charge of its Global Private Banking Group. Ms. Lagomasino had been with Chase Manhattan since 1983 in various positions in private banking. Ms. Lagomasino is a member of the Council on Foreign Relations, and is a founder of the Institute for the Fiduciary Standard. She is a director of the Americas Society and served as a Trustee of the National Geographic Society from 2007 to 2015. She served as a director of the Coca-Cola Company from 2003 to 2006 and from 2008 to the present, and she has served as a director of Avon Products, Inc. since 2001. Ms. Lagomasino has been a Director of the Company since 2015. Fred H. Langhammer, 73, is Chairman, Global Affairs, of The Estee´ Lauder Companies Inc., a manufacturer and marketer of cosmetics products. Prior to being named Chairman, Global Affairs, Mr. Langhammer was Chief Executive Officer of The Estee´ Lauder Companies Inc. from 2000 to 2004, President from 1995 to 2004 and Chief Operating Officer from 1985 through 1999. Mr. Langhammer joined The Estee´ Lauder Companies in 1975 as President of its operations in Japan. In 1982, he was appointed Managing Director of its operations in Germany. He was a director of Central European Media Enterprises, Ltd. from 2009 to March 2014 and was a director of The Shinsei Bank Limited from 2005 to 2009 and a director of AIG from 2006 to 2008. Mr. Langhammer has been a Director of the Company since 2005. Aylwin B. Lewis, 62, has served as Chairman, Chief Executive Officer and President of Potbelly Sandwich Works since 2011, and as President and Chief Executive Officer since 2008. Prior to that, Mr. Lewis was President and Chief Executive Officer of Sears Holdings Corporation, a nationwide retailer, from 2005 to 2008. Prior to being named Chief Executive Officer of Sears, Mr. Lewis was President of Sears Holdings and Chief Executive Officer of Kmart and Sears Retail following Sears’ acquisition of Kmart Holding Corporation in 2005. Prior to that acquisition, Mr. Lewis had been President and Chief Executive Officer of Kmart since 2004. Prior to that, Mr. Lewis held a variety of leadership positions at YUM! Brands, Inc., a franchisor and licensor of quick service restaurants from 2000 until 2004. Mr. Lewis served on the board of directors of Sears Holding Corp. from 2005 through 2008, on the Board of Directors of Kmart from 2004 through 2008 and on the Board of Directors of Potbelly Sandwich Works since 2008. Mr. Lewis was a director of Starwood Hotels & Resorts Worldwide from January 2013 to September 2016, and has been a director of Marriott International since September 2016. Mr. Lewis has been a Director of the Company since 2004. Robert W. Matschullat, 69, is retired and served from 1995 until 2000 as Vice Chairman of the board of directors and Chief Financial Officer of The Seagram Company Ltd., a global company with entertainment and beverage operations. Prior to joining Seagram, Mr. Matschullat was head of worldwide investment banking for Morgan Stanley & Co. Incorporated, a securities and investment firm, and was on the Morgan Stanley Group board of directors. He is a director of The Clorox Company, where he was Interim Chairman of the Board and Interim Chief Executive Officer from March to October 2006. Mr. Matschullat is a director and Chairman of the Board of Visa Inc. Mr. Matschullat has been a Director of the Company since 2002.

78 Mark G. Parker, 61, has been President and Chief Executive Officer of NIKE, Inc. since 2006 and Chairman of NIKE since 2016. He has been employed by NIKE since 1979 in a variety of positions with primary responsibilities in product research, design and development, marketing and brand management. Mr. Parker has been a member of the Board of Directors of NIKE since 2006, and has been a Director of the Company since January 2016. Sheryl K. Sandberg, 47, has served as the Chief Operating Officer of Facebook, Inc., an online social networking company, since 2008. From 2001 to 2008, Ms. Sandberg was the Vice President of Global Online Sales and Operations for Google Inc., an Internet search engine company. Ms. Sandberg is also a former Chief of Staff of the United States Treasury Department and previously served as a management consultant with McKinsey & Company and as an economist with The World Bank. Ms. Sandberg served as a director of Starbucks Corp. from 2009 to 2012. She also serves on a number of nonprofit boards including Women for Women International, and V-Day. She served as a director of eHealth, Inc. from 2006 to 2008, as a director of Facebook since June 2012 and as a director of SurveyMonkey since July 2015. She has been a Director of the Company since 2010. Orin C. Smith, 74, is retired and was President and Chief Executive Officer of Starbucks Corporation from 2000 to 2005. He joined Starbucks as Vice President and Chief Financial Officer in 1990, became President and Chief Operating Officer in 1994, and became a director of Starbucks in 1996. Prior to joining Starbucks, Mr. Smith spent a total of 14 years with Deloitte & Touche. Mr. Smith served on the Board of Directors of NIKE, Inc. from 2004 to 2015 and served on the Board of Washington Mutual, Inc. from 2005 to March 2012. He also serves on the board of directors of Conservation International. Mr. Smith has been a Director of the Company since 2006 and has served as independent Lead Director since 2012. For the purposes of this Prospectus, the business address of each of the Directors is 500 South Buena Vista Street, Burbank, California 91521.

EXECUTIVE OFFICERS The following sets forth the names of the executive officers of the Issuer who are not members of the Board of Directors and their positions within the Issuer:

Alan N. Braverman ...... Senior Executive Vice President, General Counsel and Secretary Kevin A. Mayer ...... Senior Executive Vice President and Chief Strategy Officer Christine M. McCarthy ...... Senior Executive Vice President and Chief Financial Officer Mary Jayne Parker ...... Executive Vice President and Chief Human Resources Officer The business address of each of the executive officers is 500 South Buena Vista Street, Burbank, California 91521. Save as disclosed below, there exists no known material potential conflicts of interest between (i) any duties owed to the Issuer by any member of the Board of Directors or any of the executive officers listed above and (ii) their private interests and/or other duties. In accordance with the Issuer’s Code of Conduct for Directors, any director involved in any conflict or potential conflict situations, which is defined in such code as occurring when an individual’s private interest interferes in any way with the interests of the Issuer or any of its subsidiary and affiliated companies, is required to recuse themselves from any decision relating thereto.

DIRECTOR INDEPENDENCE The provisions of the Company’s Corporate Governance Guidelines regarding Director independence meet and in some areas exceed the listing standards of the New York Stock Exchange. These provisions are included in the Company’s Corporate Governance Guidelines, which are available on the Company’s Investor Relations website under the ‘‘Corporate Governance’’ heading at www.disney.com/investors.

79 Pursuant to the Guidelines, the Board undertook its annual review of Director independence in November 2016. During this review, the Board considered transactions and relationships between the Company and its subsidiaries and affiliates on the one hand and, on the other hand, Directors, immediate family members of Directors, or entities of which a Director or an immediate family member is an executive officer, general partner or significant equity holder. The Board also considered whether there were any transactions or relationships between any of these persons or entities and any members of the Company’s senior management or their affiliates. As provided in the Guidelines, the purpose of this review was to determine whether any such relationships or transactions existed that were inconsistent with a determination that the Director is independent. As a result of this review, the Board affirmatively determined that all of the Directors serving in fiscal 2016 or nominated for election at the 2017 Annual Meeting are independent of the Company and its management under the standards set forth in the Corporate Governance Guidelines, with the exception of Mr. Iger and Mr. Parker. Mr. Iger is considered an inside Director because of his employment as a senior executive of the Company. Mr. Parker is not deemed independent under the definition of independence required by the New York Stock Exchange and included in the Company’s Corporate Governance Guidelines because payments received by a company wholly-owned by his brother through the beginning of June of 2014 preclude Mr. Parker from being deemed independent for three years following that date. In determining the independence of each Director, the Board considered and deemed immaterial to the Directors’ independence transactions involving the sale of products and services in the ordinary course of business between the Company, on the one hand, and, on the other, companies or organizations at which some of the Company’s Directors or their immediate family members were officers or employees during fiscal 2016. In each case, the amount paid to or received from these companies or organizations in each of the last three years was below the 2% of total revenue threshold in the Guidelines. The Board determined that none of the relationships it considered impaired the independence of the Directors.

Certain Relationships and Related Person Transactions The Board of Directors has adopted a written policy for review of transactions involving more than $120,000 in any fiscal year in which the Company is a participant and in which any Director, executive officer, holder of more than 5% of the Company’s outstanding shares or any immediate family member of any of these persons has a direct or indirect material interest. Directors, 5% shareholders and executive officers are required to inform the Company of any such transaction promptly after they become aware of it, and the Company collects information from Directors and executive officers about their affiliations and affiliations of their family members so the Company can search its records for any such transactions. Transactions are presented to the Governance and Nominating Committee of the Board (or to the Chairman of the Committee if the Committee delegates this responsibility) for approval before they are entered into or, if this is not possible, for ratification after the transaction has been entered into. The Committee approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company, including whether the transaction impairs independence of a Director. The policy does not require review of the following transactions: • Employment of executive officers approved by the Compensation Committee; • Compensation of Directors approved by the Board; • Transactions in which all shareholders receive benefits proportional to their shareholdings; • Ordinary banking transactions identified in the policy; • Any transaction contemplated by the Company’s Restated Certificate of Incorporation, Bylaws or any action approved by the Board where the interest of the Director, executive officer, 5% shareholder or family member is disclosed to the Board prior to such action;

80 • Commercial transactions in the ordinary course of business with entities affiliated with Directors, executive officers, 5% shareholders or their family members if the aggregate amount involved during a fiscal year is less than the greater of (a) $1,000,000 and (b) 2% of the Company’s or other entity’s gross revenues and the related person’s interest in the transaction is based solely on his or her position with the entity; • Charitable contributions to entities where a Director is an executive officer of the entity if the amount is less than the lesser of $200,000 and 2% of the entity’s annual contributions; and • Transactions with entities where the Director, executive officer, 5% shareholder or immediate family member’s sole interest is as a non-executive officer employee of, volunteer with, or director or trustee of the entity. Entities affiliated with Vanguard Group, Inc., an investment management firm, manage investment funds that in the aggregate beneficially held more than 5% of the Company’s shares during fiscal 2016. Funds managed by affiliates of Vanguard are included as investment options in defined contribution plans offered to Disney employees, and Vanguard received fees of approximately $745,000 in fiscal 2016 based on the amounts participants elected to invest in funds managed by Vanguard. These relationships were in place before Vanguard reported beneficial ownership of more than 5% of the Company’s outstanding shares, though the Company did make two additional funds managed by Vanguard available as investment options during fiscal 2016 after Vanguard reported greater than 5% ownership. The ongoing relationship was reviewed and approved by the Governance and Nominating Committee under the Related Person Transaction Approval Policy in June and November 2016, and the addition of the investment options was approved by the Committee before the Company made these options available to employees.

81 TAXATION UNITED STATES TAXATION OF UNITED STATES ALIENS

The following general summary describes certain United States federal income tax consequences of ownership and disposition of Instruments by United States Aliens (as defined in ‘‘Terms and Conditions of the Instruments—8. Taxation’’) as of the date hereof. The discussion that follows relates solely to the Instruments issued under the Programme that qualify as debt for U.S. federal income tax purposes. Further, the discussion that follows does not address the treatment of persons subject to special tax rules, including, without limitation, private foundations or other tax exempt organizations, former citizens or residents of the United States, grantor trusts, controlled foreign corporations and passive foreign investment companies, and partnerships and other pass-through entities and persons holding interests therein. If a partnership is a beneficial owner of an Instrument, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. In addition, the discussion that follows does not consider the implications of the possible applicability of tax treaties. Persons considering the purchase, ownership or disposition of Instruments should consult their own tax advisors concerning the United States federal income tax consequences of the purchase, ownership and disposition of such Instruments, and the implications of their particular situations thereto, as well as any consequences arising under the laws of any other taxing jurisdiction. Furthermore, the discussion below is based upon provisions of the Internal Revenue Code of 1986, as amended (the ‘‘Code’’), the legislative history thereof, final, temporary and proposed regulations thereunder, and rulings and judicial decisions thereunder as of the date hereof, and such authorities may be repealed, revoked or modified (including changes in effective dates, and possibly with retroactive effect) so as to result in United States federal income tax consequences different from those discussed below. There can be no assurance that the Internal Revenue Service will not take positions contrary to those described below.

General Under present United States federal income and estate tax law, and subject to the discussion below concerning backup withholding and FATCA: (a) payments of principal of and interest on the Instruments to a United States Alien generally will not be subject to United States federal income or withholding tax, provided that (i) in the case of interest the United States Alien (A) does not actually or constructively own 10% or more of the total combined voting power of all classes of stock of the Issuer entitled to vote within the meaning of Section 871(h)(3) of the Code, (B) is not a controlled foreign corporation related within the meaning of Section 864(d)(4) of the Code to the Issuer and (C) is not a bank for U.S. federal income tax purposes whose receipt of interest on the Instrument is described in Section 881(c)(3)(A) of the Code; (ii) no interest payable with respect to the Instrument is ‘‘contingent interest’’ within the meaning of section 871(h)(4) of the Code; (iii) the beneficial owner timely certifies under penalties of perjury, among other things, that the owner is not a ‘‘United States person,’’ as defined in the Code, and provides such owner’s name and address, and all other elements of the applicable certification requirements are satisfied; and (iv) income on the Instruments is not effectively connected with the conduct of a trade or business in the United States; (b) a United States Alien generally will not be subject to United States federal income tax on gain realised on the sale, exchange, redemption or other disposition of an Instrument unless (i) such gain is (or is treated as) effectively connected with a United States trade or business or (ii) in the case of a United States Alien who is an individual, he or she is present in the United States for a total of 183 days or more during the taxable year in which such gain is realised and certain other requirements are met; and

82 (c) an Instrument held at death by an individual who is not a citizen or resident of, or domiciled in, the United States generally will not be included in such individual’s gross estate for United States federal estate tax purposes provided that the individual did not actually or constructively own 10% or more of the total combined voting power of all classes of stock of the Issuer entitled to vote within the meaning of Section 871(h)(3) of the Code and interest thereon would not have been effectively connected with a United States trade or business if such interest had been received by the individual at the time of death.

Backup Withholding and Information Reporting Backup withholding and information reporting generally will not apply to payments of principal or interest to a United States Alien by the Issuer or a paying agent if the certifications required for such Instuments, described above, are received. Payments of interest to a United States Alien on an Instrument generally will be reported to the Internal Revenue Service and to the holder. Payments of proceeds of the sale, exchange or other disposition of an Instrument effected by a broker at an office outside the United States generally will not be subject to backup withholding if the proceeds are paid to an account that the holder maintains at a financial institution outside the United States. However, if such broker is (i) a United States person, (ii) a controlled foreign corporation for United States tax purposes, (iii) a foreign person, 50% or more of the gross income of which is effectively connected with a United States trade or business for a specified period or (iv) a foreign partnership that at any time during its taxable year is 50% or more owned by United States persons or is engaged in a U.S. trade or business, information reporting will be required with respect thereto unless the broker has in its records documentary evidence that the beneficial owner is not a United States person and certain other conditions are met or the beneficial owner otherwise establishes an exemption. Payments of principal or interest on an Instrument or the proceeds of a disposition of an Instrument effected at a United States office of a broker will be subject to backup withholding and information reporting, unless the holder certifies under penalties of perjury that it is not a United States person or otherwise establishes an exemption. Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against the beneficial owner’s United States federal income tax liability provided the required information is furnished to the Internal Revenue Service in a timely manner.

U.S. Foreign Account Tax Compliance Act (‘‘FATCA’’) Withholding Pursuant to the Sections 1471 through 1474 of the Code and the regulations promulgated thereunder (‘‘FATCA’’), the Issuer will be required to withhold U.S. tax at the rate of 30% on payments of interest whenever made and on the gross proceeds from the sale or other taxable disposition of the Instruments on or after 1st January, 2019 made to non-U.S. financial institutions and certain other non-U.S. non-financial entities (including, in some instances, where such an entity is acting as an intermediary), that fail to certify under penalties of perjury, among other things, that such person qualifies for an exemption from FATCA withholding or otherwise comply with certain information reporting obligations. United States Aliens should consult their own tax advisors regarding this legislation and whether it may be relevant to their purchase, ownership and disposition of the Instruments. THE UNITED STATES FEDERAL TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER’S PARTICULAR SITUATION. INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE INSTRUMENTS, INCLUDING THE TAX CONSEQUENCES UNDER FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN UNITED STATES OR OTHER TAX LAWS.

83 THE PROPOSED FINANCIAL TRANSACTIONS TAX (FTT) The European Commission has published a proposal for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the ‘‘participating Member States’’). However, Estonia has since stated that it will not participate. The proposed FTT has very broad scope and could, if introduced in its current form, apply to certain dealings in Instruments (including secondary market transactions) in certain circumstances. The issuance and subscription of Instruments should, however, be exempt. Under current proposals the FTT could apply in certain circumstances to persons both within and outside of the participating Member States. Generally, it would apply to certain dealings in Instruments where at least one party is a financial institution, and at least one party is established in a participating Member State. A financial institution may be, or be deemed to be, ‘‘established’’ in a participating Member State in a broad range of circumstances, including (a) by transacting with a person established in a participating Member State or (b) where the financial instrument which is subject to the dealings is issued in a participating Member State. However, the proposal remains subject to negotiation between participating Member States. It may therefore be altered prior to any implementation, the timing of which remains unclear. Additional EU Member States may decide to participate. Prospective holders of Instruments are advised to seek their own professional advice in relation to the FTT.

84 LUXEMBOURG TAXATION The following information is of a general nature only and is based on the laws presently in force in Luxembourg, though it is not intended to be, nor should it be construed to be, legal or tax advice. Prospective investors in the Instruments should therefore consult their own professional advisers as to the effects of state, local or foreign laws, including Luxembourg tax law, to which they may be subject. Please be aware that the residence concept used under the respective headings below applies for Luxembourg income tax assessment purposes only. Any reference in the present section to a withholding tax or a tax of a similar nature, or to any other concepts, refers to Luxembourg tax law and/or concepts only.

Withholding Tax (i) Non-resident holders of Instruments Under Luxembourg general tax laws currently in force, there is no withholding tax on payments of principal, premium or interest made to non-resident holders of Instruments, nor on accrued but unpaid interest in respect of the Instruments, nor is any Luxembourg withholding tax payable upon redemption or repurchase of the Instruments held by non-resident holders of Instruments.

(ii) Resident holders of Instruments Under Luxembourg general tax laws currently in force and subject to the law of 23rd December, 2005, as amended (the ‘‘Relibi Law’’), there is no withholding tax on payments of principal, premium or interest made to Luxembourg resident holders of Instruments, nor on accrued but unpaid interest in respect of Instruments, nor is any Luxembourg withholding tax payable upon redemption or repurchase of Instruments held by Luxembourg resident holders of Instruments. Under the Relibi Law payments of interest or similar income made or ascribed by a paying agent established in Luxembourg to an individual beneficial owner who is a resident of Luxembourg will be subject to a withholding tax of 20 per cent. Such withholding tax will be in full discharge of income tax if the beneficial owner is an individual acting in the course of the management of his/her private wealth. Responsibility for the withholding of the tax will be assumed by the Luxembourg paying agent. Accordingly payments of interest under the Instruments coming within the scope of the Relibi Law will be subject to withholding tax of 20 per cent.

85 SUBSCRIPTION AND SALE Instruments may be sold from time to time by the Issuer to any one or more of Banca IMI S.p.A., Banco Santander, S.A., BNP Paribas, BNY Mellon Capital Markets EMEA Limited, Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, London Branch, Goldman Sachs International, HSBC Bank plc, ICBC Standard Bank plc, ING Bank N.V., J.P. Morgan Securities plc, Merrill Lynch International, Mizuho International plc, Morgan Stanley & Co. International plc, MUFG Securities EMEA plc, RBC Europe Limited, SMBC Nikko Capital Markets Limited, Societ´ e´ Gen´ erale,´ Standard Chartered Bank, The Toronto-Dominion Bank, Wells Fargo Securities International Limited and Westpac Banking Corporation ABN 33 007 457 141 (the ‘‘Dealers’’). Instruments may also be sold by the Issuer directly to institutions who are not Dealers. The Issuer will not offer, sell or deliver Instruments within the United States or its possessions or to U.S. persons, except in certain transactions permitted by U.S. treasury regulations. The arrangements under which Instruments may from time to time be agreed to be sold by the Issuer to, and purchased by, Dealers are set out in an amended and restated dealership agreement dated 15th February, 2017 (the ‘‘Dealership Agreement’’) and made between the Issuer and Dealers. Any such agreement will, inter alia, make provision for the form and terms and conditions of the relevant Instruments, the price at which such Instruments will be purchased by the Dealers and the commissions or other agreed deductibles (if any) payable or allowable by the Issuer in respect of such purchase. The Dealership Agreement makes provision for the resignation or termination of appointment of existing Dealers and for the appointment of additional or other Dealers either generally in respect of the Programme or in relation to a particular Tranche of Instruments.

United States of America The Instruments have not been and will not be registered under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’), and may not be offered or sold within the United States or its possessions or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in the preceding sentence have the meanings given to them by Regulation S under the Securities Act. Each Dealer has agreed and each further Dealer appointed under the Programme will be required to agree that, except as permitted by the Dealership Agreement, it will not offer, sell or deliver Instruments, (i) as part of the distribution thereof at any time and (ii) otherwise until forty days after the completion of the distribution of the relevant Tranche of which such Instruments are a part, as determined and certified to the Fiscal Agent or the Issuer by the relevant Dealer (or, in the case of a sale of a Tranche of Instruments to or through more than one Dealer, by each of such Dealers as to Instruments of such Tranche purchased by or through it, in which case the Fiscal Agent or the Issuer shall notify each such Dealer when all such Dealers have so certified) within the United States or its possessions or to or for the account or benefit of U.S. persons, and such Dealer will have sent to each Dealer to which it sells Instruments during the distribution compliance period relating thereto a confirmation or other notice setting forth the restrictions on offers and sales of the Instruments within the United States or its possessions or to or for the account or benefit of U.S. persons. In addition, until forty days after the commencement of the offering of Instruments comprising any Tranche, any offer or sale of Instruments within the United States or its possessions by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act.

Public Offer Selling Restriction under the Prospectus Directive In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a ‘‘Relevant Member State’’), each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the ‘‘Relevant Implementation Date’’) it has not made and will not make an offer of

86 Instruments which are the subject of the offering contemplated by this Prospectus as completed by the final terms in relation thereto to the public in that Relevant Member State, except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Instruments to the public in that Relevant Member State: (a) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or (c) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Instruments referred to in (a) to (c) above shall require the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of this provision, the expression an ‘‘offer of Instruments to the public’’ in relation to any Instruments in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Instruments to be offered so as to enable an investor to decide to purchase or subscribe the Instruments, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression ‘‘Prospectus Directive’’ means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.

United Kingdom Each Dealer has represented and agreed and each further Dealer appointed under the Programme will be required to represent and agree, that: (a) in relation to any Instruments which have a maturity of less than one year, (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell any Instruments other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Instruments would otherwise constitute a contravention of Section 19 of the FSMA by the Issuer; (b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Instruments in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and (c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Instruments in, from or otherwise involving the United Kingdom.

Japan The Instruments have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948; as amended, the ‘‘FIEA’’) and, accordingly, each Dealer has undertaken and each further Dealer appointed under the Programme will be required to undertake that it will not offer or sell any Instruments, directly or indirectly, in Japan or to, or for the benefit of, any resident

87 of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)) or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

Republic of Italy The offering of the Instruments has not been registered pursuant to Italian securities legislation and, accordingly, no Instruments may be offered, sold or delivered, nor may copies of the Base Prospectus or of any other document relating to the Instruments be distributed in the Republic of Italy, except: (i) to qualified investors (investitori qualificati), as defined pursuant to Article 100 of Legislative Decree No. 58 of 24 February, 1998, as amended (the ‘‘Financial Services Act’’) and Article 34-ter, first paragraph, letter b) of CONSOB Regulation No. 11971 of 14 May, 1999, as amended from time to time (‘‘Regulation No. 11971’’); or (ii) in other circumstances which are exempted from the rules on public offerings pursuant to Article 100 of the Financial Services Act and Article 34-ter of Regulation No. 11971. Any offer, sale or delivery of the Instruments or distribution of copies of the Prospectus or any other document relating to the Instruments in the Republic of Italy under (i) or (ii) above must: (a) be made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October, 2007 (as amended from time to time) and Legislative Decree No. 385 of 1 September 1993, as amended (the ‘‘Banking Act’’); and (b) comply with any other applicable laws and regulations or requirement imposed by CONSOB, the Bank of Italy (including the reporting requirements, where applicable, pursuant to Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time), or other Italian authority.

General Other than with respect to the listing of certain Instruments on the relevant stock exchange or other relevant authority no action has been or will be taken in any country or jurisdiction by the Issuer or the Dealers that would permit a public offering of Instruments, or possession or distribution of any offering material in relation thereto, in any country or jurisdiction where action for that purpose is required. Persons into whose hands this Prospectus or any Final Terms or any other offering material in relation to any Instruments comes are required by the Issuer and the Dealers to comply with all laws and regulations applicable to the issuance and sale of securities in each country or jurisdiction in or from which they purchase, offer, sell or deliver Instruments or have in their possession or distribute such offering material, in all cases at their own expense. Each Dealer has agreed and each further Dealer appointed under the Programme will be required to agree that it will not, directly or indirectly, offer, sell, resell or deliver Instruments or distribute or publish any prospectus, circular, advertisement or other offering material in relation to any Instruments in or from any country or jurisdiction except under circumstances that will to the best of its knowledge and belief, having made all reasonable enquiries, result in compliance with any applicable laws and regulations, and all offers, sales and deliveries of Instruments by it will be made on the foregoing terms.

88 GENERAL INFORMATION 1. The CSSF has approved this document as a base prospectus. Application has also been made to the Luxembourg Stock Exchange for Instruments issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange’s regulated market. The Luxembourg Stock Exchange’s regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). However, Instruments may be issued pursuant to the Programme that will not be admitted to trading on the Luxembourg Stock Exchange’s regulated market or any other stock exchange or that will be listed on such other stock exchange as the Issuer and the relevant Dealer(s) may agree. 2. Pursuant to resolutions of the Board of Directors of the Issuer passed on 5th October, 2012 the Issuer has obtained all authorisations required for the establishment and the updating of the Programme and the issue and performance of the Instruments issued under the Programme. The Issuer will obtain from time to time all necessary consents, approvals and authorisations in connection with the issue and performance of the Instruments. 3. The Instruments have been accepted for clearance through Euroclear and Clearstream, Luxembourg (which are the entities in charge of keeping the records). The appropriate Common Code and the International Securities Identification Number in relation to the Instruments of each Series will be specified in the applicable Final Terms. The applicable Final Terms shall specify any other clearing system as shall have accepted the relevant Instruments for clearance together with any further appropriate information. The address of Euroclear Bank SA/NV, is 1 Boulevard du Roi Albert II, B-1210 Brussels and the address of Clearstream, Luxembourg is Clearstream Banking, 42 Avenue JF Kennedy, L-1855 Luxembourg. 4. Settlement arrangements will be agreed between the Issuer, the relevant Dealer and the Fiscal Agent or, as the case may be, the Registrar in relation to each Tranche of Instruments. 5. The Issuer’s consolidated Annual Report for the year ended 1st October, 2016 which includes the consolidated financial statements of the Issuer for the fiscal years ended 3rd October, 2015 and 1st October, 2016, the Issuer’s Quarterly Report for the quarter ended 31st December, 2016 and the Current Report dated 2nd December, 2016, as well as all the other documents incorporated by reference herein and the Dealership Agreement and the Issue and Paying Agency Agreement and the constitutional documents of the Issuer, will be available, free of charge, at the main office of the Luxembourg Paying Agent. The Issuer does not publish unconsolidated financial statements. In addition, copies of this Prospectus, each Final Terms relating to the Instruments that are admitted to trading on the Luxembourg Stock Exchange’s regulated market and each document incorporated by reference are available on the Luxembourg Stock Exchange’s website (www.bourse.lu). 6. The price and amount of Instruments to be issued under the Programme will be determined by the Issuer and the relevant Dealer at the time of issue in accordance with prevailing market conditions. 7. In relation to any Tranche of Fixed Rate Instruments, an indication of the yield in respect of such Instruments will be specified in the applicable Final Terms. The yield is calculated at the Issue Date of the Instruments on the basis of the relevant Issue Price. The yield indicated will be calculated as the yield to maturity as at the Issue Date of the Instruments and will not be an indication of future yield. 8. There has been no significant change in the financial or trading position of the Issuer since 31st December, 2016, being the last day of the financial period in respect of which the Issuer’s most recently published unaudited interim consolidated financial statements have been prepared and there has been no material adverse change in the financial prospects of the Issuer and its subsidiaries considered as a whole since 1st October, 2016, being the last day of the financial period in respect of

89 which the Issuer’s most recently audited published consolidated financial statements have been prepared. 9. Except as disclosed in Part I, Item 3, on page 22 of the Issuer’s Annual Report on Form 10-K for the fiscal year ended 1st October, 2016, Note 14 to Condensed Consolidated Financial Statements on pages 98-100 of Issuer’s Annual Report on Form 10-K for the fiscal year end 1st October, 2016, Part II, Item 1 on page 37 of the Issuer’s First Quarter 2017 Report on Form 10-Q for the quarter ended 31st December, 2016, and Note 10 to Condensed Consolidated Financial Statements on pages 13-14 of the Issuer’s First Quarter 2017 Report on Form 10-Q for the quarter ended 31st December, 2016, which are incorporated by reference herein on the pages described on page 17 of this Prospectus, neither the Issuer nor its subsidiaries is or has been involved in any governmental, legal or arbitration proceedings (including any proceedings which are pending or threatened of which the Issuer is aware) in the 12 months preceding the date of this document which the Issuer expects may have or have in such period had a significant effect on the financial position or profitability of the Issuer and its subsidiaries considered as a whole. 10. The financial statements as of 1st October, 2016 and 3rd October, 2015 and for each of the two years in the period ended 1st October, 2016 and incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the fiscal year ended 1st October, 2016 of the Issuer, and the effectiveness of the Issuer’s internal control over financial reporting as of 1st October, 2016 have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm with the Public Company Accounting Oversight Board (United States), as stated in their report which appears on page 60 of that Annual Report. The Company has not revised its consolidated financial statements as of October 1, 2016 and October 3, 2015 and for each of the three years in the period ended October 1, 2016 to reflect the adoption of Accounting Standards Update 2016-09, Improvements to Employee Share-Based Payment Accounting. 11. Certain of the Dealers and their affiliates, including parent companies, have engaged, and may in the future engage, in financing, investment banking and/or commercial banking transactions with, and may perform services for the Issuer and its affiliates in the ordinary course of business.

12. Dealers transacting with the Issuer In the ordinary course of their business activities, the Dealers and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of the Issuer or Issuer’s affiliates. Certain of the Dealers or their affiliates that have a lending relationship with the Issuer routinely hedge their credit exposure to the Issuer consistent with their customary risk management policies. Typically, such Dealers and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in securities, including potentially the Instruments issued under the Programme. Any such short positions could adversely affect future trading prices of Instruments issued under the Programme. The Dealers and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

90 PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER The Walt Disney Company 500 South Buena Vista Street Burbank, California 91521, United States of America DEALERS Banca IMI S.p.A. Banco Santander, S.A. Largo Mattioli 3 Ciudad Grupo Santander 20121, Milan, Italy Edificio Encinar Avenida de Cantabria 28660, Boadilla del Monte Madrid, Spain BNP Paribas BNY Mellon Capital Markets EMEA Limited 10 Harewood Avenue One Canada Square London NW1 6AA, England London E14 5AL, England Citigroup Global Markets Limited Credit Suisse Securities (Europe) Limited Citigroup Centre One Cabot Square Canada Square London E14 4QJ, England Canary Wharf London E14 5LB, England Deutsche Bank AG, London Branch Goldman Sachs International Winchester House Peterborough Court 1 Great Winchester Street 133 Fleet Street London EC2N 2DB, England London EC4A 2BB, England HSBC Bank plc ICBC Standard Bank plc 8 Canada Square 20 Gresham Street London E14 5HQ, England London EC2V 7EL, England ING Bank N.V. J.P. Morgan Securities plc Foppingadreef 7 25 Bank Street 1102 BD Amsterdam, Canary Wharf, The Netherlands London E14 5JP, England Merrill Lynch International Mizuho International plc 2 King Edward Street Mizuho House London EC1A 1HQ, England 30 Old Bailey London EC4M 7AU, England Morgan Stanley & Co. MUFG Securities EMEA plc International plc Ropemaker Place 25 Cabot Square 25 Ropemaker Street Canary Wharf London EC2Y 9AJ, England London E14 4QA, England RBC Europe Limited SMBC Nikko Capital Markets Limited Riverbank House One New Change 2 Swan Lane London EC4M 9AF, England London EC4R 3BF England Soci´et´e G´en´erale Standard Chartered Bank 29, boulevard Haussmann One Basinghall Avenue 75009 Paris, France London EC2V 5DD, England The Toronto-Dominion Bank Wells Fargo Securities International Limited 60 Threadneedle Street 30 Fenchurch Street London EC2R 8AP, England 1 Plantation Place London EC3M 3BD England Westpac Banking Corporation ABN 33 007 457 141 Camomile Court 23 Camomile Street London EC3A 7LL England INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE ISSUER PricewaterhouseCoopers LLP 350 South Grand Avenue Los Angeles, California 90071, United States of America

FISCAL AGENT Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB, England

PAYING AGENT AND REGISTRAR Deutsche Bank Luxembourg S.A. 2, Boulevard Konrad Adenauer L-1115 Luxembourg

LEGAL ADVISERS To the Issuer To the Dealers White & Case LLP Allen & Overy LLP 1155 Avenue of the Americas One Bishops Square New York, New York 10036-2787 London E1 6AD, England United States of America

LISTING AGENT Deutsche Bank Luxembourg S.A. 2, Boulevard Konrad Adenauer L-1115 Luxembourg Merrill Corporation Ltd, London 16ZCV76401