Standards of Business Conduct With

STANDARDS OF BUSINESS CONDUCT

“In the end, the quality and integrity of our people and product © 2017 The Walt Disney Company All rights reserved. is paramount to us – it’s more important than anything we do.” – Robert A. Iger Standards of Business Conduct ¦ ¦ ¦ ¦ ¦ Walt Disney Company

An Unparalleled Speak Up Commitment …

Dear Fellow Disney Team Member, You have the right and the responsibility to protect our Company from conduct that can threaten our day-to-day Throughout the years, we have earned the trust operations, our reputation and our future growth. of guests, audiences, consumers and shareholders because of our commitment to high standards in The Guideline everything we do, everywhere we operate. Integrity, is a resource for employees and Cast Members to honesty, trust, respect, playing by the rules, and 1) report questionable activities – including questionable teamwork – these define not only the operating principles accounting or auditing matters; 2) report complaints regarding the of our Company, but also the spirit of our diverse global Company’s accounting, internal accounting controls or workforce and how we function. auditing matters; 3) ask for guidance on any business conduct-related issue; or 4) make the Company aware of any Our Standards of Business Conduct provide the suspected unethical or illegal conduct, or violation of our information, the resources and the tools necessary to conduct ourselves ethically and in compliance with the Standards of Business Conduct or of any other Company policies. law. As a Cast Member or employee you are expected to read and be familiar with the Standards and to use them Cast Members and employees in the United States to guide the way you act. and Canada, may report online: www.disneyguideline.com Always remember that in every interaction, you are the face of our Company. Act responsibly in all of your Or call anytime, day or night: professional relationships, in a manner consistent with the high standards we set for our business conduct, and 800-699-4870 speak up whenever you have a question or concern. As Concerns are addressed promptly and fairly. Our Company we continue to create Disney Magic, make sure your does not tolerate any form of retaliation against anyone who actions reflect your pride in yourself, those you work with makes a good faith report of potential misconduct or helps and the Company. with an investigation. Reports are accepted anonymously where permitted by law.

Note that all references in this document to the Guideline refer to the information on this page.

Robert A. Iger 4 5 Standards of Business Conduct ¦ ¦ ¦ ¦ ¦ The Walt Disney Company

Contents Accurate Recordkeeping and Financial Reporting and Complaints Regarding Accounting and Auditing Matters 23 Our Standards Integrity: Speaking on Behalf of our Company 24

1 Why We Have Standards of Business Conduct 1 Play by the Rules: Our Commitment Who is Required to Follow the Standards What 2 to Lawful Business the Standards Mean for You 2 5 Practices Asking Questions, Sharing Concerns: The Guideline 3 Competition Laws 27 Trade Secrets, Trademarks, Patents and Copyrights 28 Our Commitment to Guests and Trust: Product Safety 29 Customers 2 Food and Drug Safety 29 Anti-corruption, Anti-bribery 30 Safety 5 Export, Import and Anti-boycott Laws 32 Quality 5 Doing Business with and Providing Information Protecting Privacy 6 to the Government 33 Inside Information and Securities Trading 34 Money Laundering 35 Teamwork: Our Commitment to Each Other Respect: Our Commitment to the 3 Fairness, Dignity and Respect 9 Community A Diverse Workforce 10 6 An International Presence 37 Labor Standards 38 Honesty: Our Commitment to the Company The Environment 38 and our Shareholders 4 Charitable and Political Activities 39 Conflicts of Interest 11 GLOSSARY 41 Gifts, Entertainment and Hospitality 14 Gifts and Anti-corruption Compliance 19 RESOURCES 43 Vendors, Suppliers and Customers 19 Protecting Company Assets 21 Employee Complaint Procedures for Accounting and Auditing Matters 43 Standards of Business Conduct ¦ ¦ ¦ ¦ ¦ The Walt Disney Company

“Yesterday, my Who is Required to Follow the Standards supervisor asked me to do something that violates our Our Standards apply to all Cast Members Standards. I’m not and employees (including temporary, part- sure what to do ….” time and seasonal employees) as well as You have a responsibility others who are identified with our Company to comply with our as acting on its behalf. Standards, even if your supervisor asks you to do otherwise. No one – Integrity: Our Standards What the Standards Mean for You not even your supervisor 1 Why We Have Standards of Business Conduct – has the authority to tell We do what’s right As a Cast Member or employee, you have a you to do something illegal or unethical. Talk and take responsibility to: The connection we share with people around the to someone else in responsibility for world through the content, entertainment and management or contact our actions to experiences we offer is a privilege, one we must • Act with integrity and honesty on the job. your Human Resources representative, The protect our guests, never take for granted. We recognize that our • Comply with all applicable laws and Guideline or the Legal regulations in performing your duties. our audiences, our continued success depends upon a commitment department for help. consumers and our to conduct business with honesty, integrity and in • Be familiar with the Standards, follow them shareholders. compliance with the law everywhere we operate. at all times and seek help when you have a question. Our Standards of Business Conduct (or “Standards”) • Share concerns about any conduct that are a reflection of that commitment and provide you violates our Standards. Not sure? Ask yourself: with the information you need to do the right thing on • the job and preserve the reputation we have earned We are committed to compliance with our Is it legal? • Does it comply with our as an ethical company. Standards. Anyone who violates them is Standards? subject to disciplinary action, up to and • What would someone I including termination. Remember, one of the respect say about my Keep in mind, no document can address every actions? situation you may possibly face in your everyday best resources for solving an ethical dilemma work. We rely on you to use these Standards as well is your conscience. If an action you’re as your good judgment to guide your behavior and to contemplating feels dishonest, unethical or ask questions if you are ever unsure of the proper illegal, it probably is. course of action. If you are a supervisor, you have a greater For more information regarding the Company’s level of responsibility. We look to you to ethics and compliance policies, including model ethical behavior and promote a the Standards of Business Conduct, you may visit workplace where Cast Members and www . disneyglobalcompliance . com employees feel comfortable coming forward with concerns and questions. Our Company

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is committed to open, free and effective with your supervisor, your Human Resources The Guideline offers channels of communication, so promote an representative or The Guideline. a way for you to: “open door” policy, be a good listener and • Share concerns about work to earn the trust of your co-workers. Available anytime night or day, The Guideline questionable activities • Report known or is operated by an independent, third-party suspected acts of Make sure you are familiar not only with the company located in the United States and financial misconduct or Standards but also with the specific laws and allows you to submit an online report or other violations of our Standards policies that apply to you and your team. Our share your concerns in your own language • Standards may complement other policies, with a professional interview specialist. Ask for guidance on any procedures and our employment Reports are accepted anonymously where business conduct- related issue agreements. If you or anyone on your team permitted by law. encounters an inconsistency or conflict, seek the help of your supervisor or Human Regardless of whom you contact, you Resources representative or The Guideline. may be assured that your concerns will be addressed promptly and fairly. Our Asking Questions, Sharing Concerns: The Company does not tolerate any form of Guideline retaliation (including separation, demotion, suspension or loss of benefits) against One of our greatest assets is our reputation. anyone who makes a good faith report We’re known for operating with high ethical of potential misconduct or helps with an standards everywhere we do business. Our investigation. We want you to be free to ask “I have an issue that questions and raise issues without fear of continued success depends, in part, on your I’d like to discuss with commitment to doing the right thing and retaliation, secure in the knowledge that you someone in Human speaking up if you see or suspect someone did the right thing in coming forward. Resources, but my is violating our Standards. supervisor told me that Sometimes, it may seem easier to keep quiet all issues should be You have the right and the responsibility to or look the other way when someone violates discussed with her Is that right?” protect our Company from conduct that can our Standards, but doing nothing can, in first. It’s a good idea to threaten our day-to-day operations, our itself, result in serious consequences. When discuss issues and reputation and our future growth. If you ever you speak up about unethical and illegal concerns with your have questions about our Standards or behavior, you’re saying that an honest and supervisor first, but if, in a particular situation, you Company policies or if you see or suspect ethical workplace matters to you. feel uncomfortable doing a violation, we rely on you to share them so, you are free to contact another member of management, your Human Resources representative or The Guideline.

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every product and service we deliver and " ... build quality into every interaction we share. That means being every product and service we deliver courteous, knowledgeable and passionate and every interaction about providing a high-quality experience to we share." all of our guests and customers. It also means creating products and services that we are proud to identify as ours.

Protecting Privacy Trust: Our Commitment to 2 Guests and Customers In compliance with data privacy laws, we work to keep personal data private. Personal We are committed to Safety data includes any information that directly or our guests and our indirectly relates to a person; for example customers – they are Promoting the health, safety and welfare of our office e-mail addresses, telephone numbers, the reason we guests and customers is a critical responsibility – one images, credit card information, etc. You are are here. that should never be ignored, minimized or sacrificed. expected to follow all Company policies as All of us share the responsibility of helping to make they relate to handling and retention of the guests safe and secure. Do your part to meet our information. high standards, whether you are designing, building, operating or maintaining our Company attractions, If you work with personal information as part products or facilities. Remember, the commitment you of your job, use it only for legitimate business make preserves not only the safety of our guests and reasons and in compliance with all applicable customers but also a safe workplace for your fellow privacy notices or policies. There are strict Cast Members rules about collection of personal information and employees. for marketing purposes – if you’re not sure what is permissible, ask. Breaches of data Quality privacy can expose you and the Company to legal penalties and harm the reputation we’ve We are recognized as providers of high-quality earned as an ethical company. content, entertainment and experiences of all kinds, including films, television programs, news and information, theme park attractions and resorts, online experiences, consumer products and stores. Each of us has a responsibility to build quality into

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Be sensitive when sharing personal information. Personal information regarding guests or customers should never be disclosed to anyone, except as permitted by law and by the Company. Before sharing personal information with anyone – inside or outside of the Company – make sure the recipient is authorized to receive the information, that he or she knows the information is confidential and understands how the information is to be used or disseminated and that it is legally permitted to share that information. You should contact the Legal department if you have any questions.

Limit the amount of information shared to only what is needed to accomplish the business requirement. Be sure to obtain a confidentiality or privacy agreement, if required, before disclosing personal or confidential information to individuals outside of our Company.

Want to know more?

Information Security Policies and Standards

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Cast Members and employees are made “I overheard a co-worker fairly, with discretion and respect for privacy. use insulting language when referring to A Diverse Workforce someone on our team. What should I do?”

Each of us is a valued member of the team. Language that is disrespectful of a We embrace our multicultural workforce and person’s race, religion, tap the unique talents and potential of every color, sex or any other Cast Member and employee to create protected class doesn’t Teamwork: Our Commitment superior products and services. To foster fit in a workplace that values diversity. If you diversity, we: 3 to Each Other feel comfortable doing We work together to Fairness, Dignity and Respect so, say something to • Seek to attract and develop a workforce that protect the heritage your co-worker to reflects the guests and customers, business express your concern. If we have built as a Our Cast Members and employees are the partners, shareholders, labor markets and you don’t, speak to your company with high cornerstone of our magic. We are committed to a supervisor, your Human communities in which we do business. ethical standards. work environment where everyone is afforded the Resources • Maintain a workplace that offers open dignity and respect that they deserve. We don’t allow representative or call opportunities to all, recognizing individuals The Guideline. any form of harassment or discrimination for their experience, performance, training, on the basis of race, religion, color, sex, sexual work history and potential. orientation, gender identification, national origin, age, " Each of us is a valued marital status, covered veteran status, disability, member of the team." pregnancy or any other basis prohibited by applicable law. If you see or suspect any violation, or feel you, yourself, are a victim of harassment or discrimination, promptly report it.

For more information, please consult the Employee Policy Manual or, if you work for Pixar, the Pixar Employee Handbook.

We promote professional development. We are also committed to offering opportunities for Cast Members and employees to develop and advance professionally, in a manner consistent with their abilities. Any decisions related to hiring, evaluating performance, promoting, disciplining or terminating

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in which you or a member of your immediate “When my department family has a financial interest, which is defined hosts special events, as any paid relationship or arrangement my team puts me in charge of catering (for example as an agent, representative, because my daughter- employee, promoter, consultant or “finder”) with in-law owns a local a business or any ownership interest (of stock, restaurant that partnership, interest, etc.) other than not in provides great food at a excess of 5 percent of a publicly-traded entity discount. Is that okay?” unless you obtain approval from the No, even if the restaurant Honesty: Our Commitment to Management Audit department. offers a great meal at a the Company and great price, selecting your 4 daughter-in-law’s our Shareholders What about situations where you are not actually conducting business yourself with business without prior Protecting our Conﬂicts of Interest approval from the a member of your immediate family or a Management Audit reputation requires Our business is built on public trust and confidence company owned by an immediate family department may give the a commitment and an expectation by guests and customers that they member, but you are in a position to influence appearance that we to truth and high chose her business can depend on our products and services. To deliver or affect our Company’s business relationship standards in with that person or company? If you or a because of your family our very best, each of us has an obligation to make connection. everything we do. objective decisions on behalf of the Company and member of your immediate family has a avoid situations where a conflict (or apparent conflict) material financial interest in a company that is exists between the Company’s interests and our own, or wants to do business with our Company, you personal interests. must disclose that information to the Management Audit department as soon as you It’s impossible to list all of the situations that could become aware of it. present a potential conflict of interest, but there are certain situations where conflicts often arise. It’s Don’t ask others to do something you important that you are familiar with these situations, are prohibited from doing. If you are a recognize a potential conflict when you see one and supervisor, you may not allow (or direct) take the appropriate action. any employees you directly supervise to conduct business with you or members Doing business with family can present a conflict of your immediate family or companies in which of interest. Even if you work to remain objective your immediate family has a financial interest, in your business dealings, the fact that you share unless approval is obtained from the a personal relationship or financial interest with Management Audit department. someone or a company can create the appearance of a conflict of interest. As a result, you may not conduct In situations where employees you indirectly business on behalf of our Company with a member of supervise are conducting or intending to your immediate family or with a company conduct business with a member of your

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“To make some extra immediate family or company in which you Gifts, Entertainment and Hospitality money, I’ve started my or your immediate family has a financial The exchange of gifts is often a common business own Internet business interest, you must disclose the situation to practice and one that can build goodwill among on my home computer. the Management Audit department as soon companies with which we do business, but when Is that okay?” as you become aware of it. gift-giving becomes lavish or frequent, it can It’s always best to check suggest something improper. That’s why we have Be careful in working for or investing in with your supervisor but, policies in place to help you determine what’s in general, as long as the other companies. Working for or having a appropriate – and what’s not – in terms of giving or business doesn’t material financial interest in a company that receiving gifts. compete with the competes with our Company can present a Company’s business, conflict. A conflict can also arise if you work Our policies are designed to: use Company assets or for a company that has no association with interfere with your ability ours but your work interferes with the time, • Comply with the law and, when giving a gift, to do your job, it is talent and energy you bring to the work you acceptable. comply with the company policies of the person do for our Company. receiving the gift. • Make sure our success is based on the merits of Therefore, if you are considering investing in our products and services, not gifts we give or such a company, starting your own business receive. or accepting a second job, talk to your • Promote transparency – we don’t engage in any supervisor to make sure there is no conflict. activity that would compromise our professional If you have questions about investments judgment or suggest favorable or preferential and possible conflicts, contact the treatment. Management Audit department.

What is a “Gift”? A gift is anything of value. It Are you involved in decisions regarding includes tangible items such as jewelry and art, but our Company and a financial institution? also intangible items such as discounts, services, If you play a role in establishing or loans, favors, special privileges, advantages, benefits managing a relationship between our and rights that are not available to the general public. Company and any financial institution, you A “gift” also includes meals, entertainment, hospitality, may not enter into any transaction with – or vacations, trips, use of vacation homes, tickets receive any benefit or opportunity from – the to sporting or music events, golf outings, vendor institution that isn’t generally available to familiarization trips and use of recreational facilities. other customers or clients. This policy also Under no circumstances should you ever solicit a gift applies to members of your immediate from any person or company that is doing – or seeks family or a business where you or your to do – business with us unless it is for charitable family have a material financial interest. purposes and no employee or Cast Member receives any benefit. Note that meals, entertainment and hospitality may also qualify as a gift.

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"… Disney’s success Giving gifts: What’s our policy? Offering a specific group or department at the Company is based on the gifts to win or keep business is unethical (including as a prize to be distributed at a party or merits of our and, in many cases, illegal. Be sure you event). products and understand the rules and ask questions services, not gifts we • give or receive." if you’re ever unsure about whether a Gifts worth not more than US$75: particular gift is okay. In general, you should In general, you may accept a gift as long as the never give a gift that: total value of all gifts received from such person or company does not exceed US$75 in value in any • Is (or could reasonably be perceived to be) one calendar year. Keep in mind gifts of cash or an inducement to do business with our cash equivalents such as checks or gift cards that Company can be converted to cash are never acceptable. • Would be considered excessive under the • Gifts greater than US$75 but less than US circumstances $500: Gifts within this range are subject to our • Would violate our Company policies or those “ordinary course of business” test. Ask yourself: of the recipient • Would be contrary to the interests of our - Would the gift be considered customary given Company your job duties, job title and seniority? If the • Is, in fact, different from what you reported gift was reported in the media, would others either to us or to others think favorably of you? Of our Company? - Would the gift complement or enhance a In addition, if you are located in the United business relationship? For offers of hospitality Kingdom, work for a Disney entity that is or entertainment, is the person extending the subject to U.K. law, or are otherwise subject offer going with you? to U.K. law you must obtain approval from your immediate manager before giving If the answers to these questions are “yes,” any gift in connection with any based on your good faith assessment, you may business relationship. accept the gift without notifying the Management Audit department. Accepting gifts: What’s our policy? From time to time, you may be offered gifts from a In addition to the other requirements of this person or a company that does – or seeks to policy, if you are located in the United Kingdom, do business – with us. Use the following work for a Disney entity that is subject to United information to guide your decision-making Kingdom law, or are otherwise subject to U.K. and ask for help if you are ever unsure of the law you must obtain approval from your proper course of action. Note that this policy immediate manager before accepting any gift applies whether you are personally offered a whose fair market value exceeds US$75. gift or if a gift is offered for the benefit of

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“One of my vendors If the gift fails the “ordinary course of Gift Decision Tree routinely provides business” test, you must either: (1) return me with tickets to a the gift letting the giver know that it is Can I Accept It? professional football game – is that a against Company policy to accept it; (2) violation of our gift give the gift to the Company so it may be Is the gift worth more policy?” either donated to charity or otherwise than US$75? Use the “ordinary course disposed of; or (3) keep it and write a NO of business” test. Let’s check to the Company for the amount by assume the gift is which the fair market value of the gift You may accept it customary given your exceeds US$75, which will be used by the as long as it’s not position at the Company. cash or a cash Company for charitable purposes. Ask yourself: Does the equivalent and the YES gift complement or combined value of • Gifts greater than US$500: If you are gifts from the giver enhance my business is less than US$75 Does it pass the relationship? Certainly, if offered a gift that you, in good faith, in one calendar "ordinary course the vendor just passes believe meets the “ordinary course of year. of business" test? the tickets on to you and business” standard but exceeds US$500 YES NO does not attend with you, in value, you have the option to refuse or the event clearly does not Is its value more offer an opportunity to accept the gift. If you decide to accept it, than US$500? build upon your working you must notify the Management Audit relationship. In that case, department within 15 days of receipt. you should either: return They will review the gift and determine NO YES the gift to the vendor with whether it was, in fact, within the a polite letter that You may accept it as Either: You may: references our policy or “ordinary course of business.” If long as it's not cash or a 1. Refuse it 1. Return it. accept the gift but write a Management Audit determines it was not, cash equivalent. or 2. Give it to Disney for check to the Company for 2. If covered by U.K. law, obtain donation or other you will be required to pay – or make a If you are covered your manager's approval use. the amount by which the charitable donation through the Company by U.K. law, you must and 3. Keep it and pay fair market value of the obtain your immediate 3. Notify Management Audit within difference > US$75. tickets exceeds US$75 equal to – the amount by which the fair manager's approval 15 days for "ordinary course of (generally, the fair market market value of the gift exceeds US$75. before accepting the gift. business" determination. value will be determined by Management Audit • Meals: Meals are not subject to a dollar- and the proceeds of the Note that : check will be used by the value limit as long as they meet the 1) Gifts of cash or cash equivalents may never be accepted, and Company for charitable “ordinary course of business” test. Good 2) Meals in the “ordinary course of business“ are not subject to a dollar purposes). working relationships are important to our value limit. business, but use good judgment and be careful to avoid even the perception of This is a general framework for decision-making. Keep in mind, we never accept any gift if it would compromise our professional something improper. judgment or suggest favorable or preferential treatment. Contact the Management Audit department regarding any questions or concerns regarding Disney’s gift policy.

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Gifts and Anti-corruption Compliance Know your obligations as they relate “I found a vendor’s to customers and licensees. Treat others as confidential five-year In addition to the requirements for accepting or you wish to be treated. Understand the policies plan in one of our receiving gifts stated in this document you must and standards that are applicable conference rooms. What should I do?” also be mindful of the Company’s Anti-corruption to our Company. Don’t misrepresent the Policy which is available at characteristics or capabilities of our products or Do not read the www.disneyglobalcompliance.com. Please note recommend products or services that don’t information or share it with others. Deliver the meet a customer’s needs. that any gift – including meals, entertainment, and plan promptly to the hospitality – given to a “government official” (which Legal department for term is defined in the Anti-corruption Policy) that is Be careful when collecting information follow-up. worth more than $20 USD, or a meal that cost about competitors, customers and vendors. more than $100 USD per person, must be You have a responsibility to comply with Company approved in advance by the Legal department or policy in gathering competitive information in the the Company’s Chief Compliance Officer. Your marketplace. Although the standard for what is business segment may have more stringent acceptable and what isn’t may vary from country requirements so check with your local legal to country, the Company prohibits certain department for further guidance. practices that are always improper as follows:

Vendors, Suppliers and Customers • Theft Be fair and ethical in purchasing decisions. If you • Blackmail purchase products or services for the Company, • Wiretapping put the Company’s interests first and seek to • Bribery obtain the maximum value for the money spent • Trespassing consistent with Company policy. You must also • Industrial espionage comply with the Company’s competitive bidding • Receipt of stolen property policy. • Asking or inducing someone to disclose information that is confidential regarding a Treat all vendors fairly, honestly and courteously. current or former employer. (Note that Avoid unfair buying tactics and favoritism, and collecting information for newsgathering never take unfair advantage of any vendor through purposes is governed by other policies set manipulation, concealment, misrepresentation of forth elsewhere.) material facts or any other unfair practice. In addition, collecting information by We are committed to having our suppliers reflect misrepresenting facts, employee identity or the same diversity that we seek in our workforce. Company affiliation is also prohibited without Work to identify minority and women-owned the prior approval of the Company’s General business enterprises, and evaluate them in Counsel. accordance with their qualifications.

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If you find you’re in possession of information lawsuit or other proceedingas long as the filing “A co-worker asked me that may have been obtained unethically is made under seal. to make her a copy of or illegally, or if you’re ever in doubt about some spreadsheet software we use in our whether a particular practice for the collection Examples of confidential information include: department. That’s of information is proper, contact the Legal okay since we work department or The Guideline. • “Inside” information about our Company that for the same company, could reasonably influence someone in right?” Protecting Company Assets making decisions to buy or sell stock in a No, copying the software company (ours or someone else’s). For more could violate our license Our assets – whether information, physical, information, see the Inside Information and agreement as well as financial or technology assets – are essential Securities Trading section copyright laws. Unless you have appropriate to operating our Company successfully. As a • “I have a friend who is Cast Member and employee personnel permission to do so, starting a new Cast Member or employee, you have a information never copy any software business and has responsibility to use them only for legitimate • Non-public sales and earnings figures – even for business use. asked me for a list of Company business and safeguard them • Financial projections or strategic plans customers who might against theft, loss, waste or abuse. Never use • Information about contemplated acquisitions, be interested opportunities you discover through the use of mergers, stock splits or sales of associated in her services. Is that Company assets for your personal gain. companies or real estate transactions okay?” • Strategic business or marketing plans No, our customer lists Confidential information is protected non- • New creative projects contemplated by the are private and should public information you may be exposed Company never be shared with anyone outside our to as part of your job and can relate to Company (or with our Company, guests, customers, vendors Except as otherwise stated in this section, anyone inside our or other Cast Members and employees. never disclose any confidential information to Company who does not It represents one of our Company’s most any party except as specifically authorized by need the information to valuable assets and should never be used for do his or her job). management and be careful not to discuss your personal benefit or disclosed to others confidential information in public areas. Be inside or outside of the Company who don’t sensitive to conversations you have via cell have the right to it – and the need for it – to phone or on elevators and take care in dialing carry out their assigned work. Note, however, fax numbers or sending e-mails if transmitting that the obligation not to disclose confidential confidential information electronically. information does not apply to a disclosure made 1) in confidence to an attorney or Our technical and creative works are directly or indirectly to a federal, state, or renowned the world over. You have a local official, as long as the disclosure is responsibility to protect our trade secrets and made solely for the purpose of reporting or proprietary information even after you leave investigating a suspected violation of law or the Company. 2) in a complaint or other document filed in a

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“I think my supervisor Safeguard our physical and electronic business records, performance evaluations, “A local reporter lists expenses on his assets, too. Our Company assets also etc. approached me at expense report that include the physical space where you work, work and asked me to he didn’t incur. Should comment on a rumor the equipment and supplies you use and the If you see or suspect financial misconduct, I say something to circulating about our computer resources you access. Hardware, notify your supervisor immediately and someone?” Company. It was a software, e-mail, voicemail, intranet and contact the Management Audit department great opportunity to set Yes. Lying on an Internet access, computer files and programs or The Guideline. For more information, the record straight, but expense report is not – including any information you create, send, refer to the Employee Complaint Procedures I didn’t think I should only a violation of our say anything.” Standards, but is plainly receive, download or store on Company for Accounting and Auditing Matters. wrong. Report your assets – are Company property, and we Your instincts were concern to your Human reserve the right to monitor their use, where You are also responsible to provide accurate right. Unless you Resources permitted by law to do so. information in connection with our financial are an authorized representative, the representative, you reporting obligations. Management Audit should not speak on department or contact Never install unauthorized software, hardware behalf of the Company. The Guideline. or storage devices on your Company-issued Comply with Company policy when it Direct the reporter computer and don’t access our network comes to retaining, storing and to the Corporate through unauthorized applications or devices. disposing of Company records. Our Communications department. Use good judgment if authorized to use records management and retention policy Company-provided Internet access; take care ensures that we maintain the records we to never violate a law, harass other users, need to meet our legal, tax and regulatory disclose confidential information or interfere requirements and securely dispose of with network users, services or equipment. records that are no longer needed. Take care never to dispose of information that Accurate Recordkeeping and Financial may be relevant to current or threatened Reporting and Complaints Regarding litigation or subject to a legal hold until you Accounting and Auditing Matters are authorized in writing to do so by the Legal department. Accurate and complete recordkeeping is essential to the successful operation of our Speaking on Behalf of our Company Company, as well as to our ability to meet our legal and regulatory obligations. You have a Our Company conducts business in many responsibility to be accurate, complete and parts of the world and the public expects the honest in what you report and record to meet information we provide to be accurate. It’s regulatory requirements, as well as in all critical that information provided to the Company documents, including accounting public is complete, consistent and accurate records, time cards, expense reports, and also that confidential information is invoices, payroll records, safety records, protected. Unless you are an authorized

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Company spokesperson, don’t speak on behalf of the Company. Instead, refer the individual to one of the following:

• For media inquiries, contact the Corporate Communications department. • For questions regarding financial performance, contact Investor Relations. • For legal issues, contact the Legal department.

Be responsible in your use of social media. Use online tools in a way that is consistent with our Company policies. Certainly when speaking about the Company you should be professional, truthful and accurate. Regardless of whether you access the Internet via our systems or yours, be sure to respect your obligation to protect confidential information and the confidential information of companies with which we do business. If you comment online regarding any aspect of Company business, identify yourself as an employee and make it clear that the views posted are your own and not those of our Company.

Want to know more?

Employee Policy Manual, see “Use of Social Media”

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Also, in certain circumstances, using market power to coerce buyers to buy unwanted products by tying them to other “must have” products, may be prohibited.

Keep in mind, antitrust laws are complex and differ from country to country. Entering into exclusive dealing or licensing agreements, engaging in pricing practices that suggest a monopoly, charging different prices to different Play by the Rules: Our customers for the same product – those and Commitment many similar practices may raise issues under 5 antitrust laws. If you ever have a question about to Lawful how antitrust and competition laws apply to a Business particular business situation, you should seek Practices help from the Legal department or contact We are committed to Competition Laws The Guideline. comply with the law everywhere in We expect Cast Members and employees to compete Trade Secrets, Trademarks, Patents and the world that aggressively, but fairly, and to sell our products and Copyrights we operate. services on the basis of quality and merit. Antitrust and competition laws are designed to promote a free and open You must honor the trade secrets, trademarks, marketplace. You have a responsibility to comply with patents and copyrights of others. This includes these laws wherever you do business and avoid conduct trade secrets of previous employers. While our that might suggest a violation. Failing to do so can subject Company is entitled to your skills and creative both you and the Company to imprisonment, substantial energy while you work here, we do not want to criminal fines and civil financial liability. learn of secrets you developed or learned about through previous employers. Antitrust laws (sometimes called “competition laws” or “unfair trade laws”) prohibit agreements Copyright infringement issues can be that unreasonably restrict competition. Don’t enter complex. A person who infringes a copyright into any agreement or understanding, whether formal willfully and for commercial advantage may be or informal, with a competitor, customer or supplier to: subject to civil liability as well as criminal prosecution. There are some circumstances, however, where it is proper to reproduce • Set prices or price-related terms, also known as portions of copyrighted work for purposes of “fixing” prices criticism, comment, news reporting, teaching • Refuse to deal with a customer or supplier and research; this is called “fair use” and • Divide territories or customers

2727 2828 Standards of Business Conduct ¦ ¦ ¦ ¦ ¦ The Walt Disney Company

doesn’t violate copyright law. However, • Store, prepare and serve food, drugs and making fair use determinations is difficult and other products in a sanitary and healthful must be done on a case-by-case basis. Don’t condition. take chances: any questions about what is • Never represent that a product has been permissible – and what isn’t – should be inspected or labeled as fit for use if it directed to the Legal department to ensure hasn’t been. compliance with the law. • Don’t sell anything that is improperly or incompletely labeled. Product Safety • If a product needs inspection, don’t allow it to be purchased or sold in any of our The safety of products bearing Disney facilities without inspection. brands, characters and other intellectual property is of crucial concern to the Anti-corruption, Anti-bribery Company. We require that licensees and manufacturers comply with all applicable We never, under any circumstances, offer legal and regulatory safety requirements and bribes or influence decisions through conduct safety tests by independent, certified improper means. As a global company, we third-party testing laboratories or equivalent have a duty to comply with the laws in the procedures. countries in which we do business as well as the U.S. Foreign Corrupt Practices Act If you become aware of a product safety (FCPA) and (if it applies to you) the U.K. concern regarding any Disney-branded Bribery Act. As a Cast Member or employee, product immediately contact the Disney you need to understand and comply with the Product Integrity group at 818-560-3474. FCPA and the U.K. Bribery Act as well as any other anti-corruption laws that apply Food and Drug Safety where you operate. Violations can result in lawsuits, substantial fines – even We are recognized around the world, among imprisonment for individuals. other things, as a provider of high-quality food products and merchandise. We rely on The rules for giving gifts to government you to preserve the reputation we’ve earned. officials are very strict. Never offer, promise Comply with all applicable food and drug or give (either directly or indirectly) anything laws and cooperate fully with all federal and of value to induce or influence a government state inspectors who come to our facilities. official (including officials of international Make sure you: organizations, political parties

29 30 Standards of Business Conduct ¦ ¦ ¦ ¦ ¦ The Walt Disney Company

and employees of state-owned or state- We could be responsible for bribes made controlled enterprises) to gain an improper on our behalf by third parties. Our Company advantage or to do something improper. may be liable if a bribe is paid on our behalf, Violations can subject you and our Company even if we did not authorize it to be paid, so it to severe penalties and damage our public is critical that we are careful in the selection of reputation. agents, i.e., those people or companies who act on our behalf. Exercise due diligence to Regardless of local practice or the practices make sure our agents are reputable and that of other companies, make sure you avoid they agree to conduct business in compliance even the appearance of doing something with anti-bribery laws and regulations. improper. A full statement of the Company’s Anti- For more information, see our anti-corruption corruption Policy can be found at policy. www.disneyglobalcompliance.com. That “Anything of value” could be: Policy is called “The Walt Disney Company • Free or discounted Giving any gift requires accurate and Affiliates Global Anti-corruption Policy.” It goods or services recordkeeping. Any gift permitted under our sets forth in detail the policies and procedures • The promise of a job to be followed regarding anti-corruption and • A charitable or political policy and given by you in connection with contribution your job must be transparent and recorded anti-bribery compliance. If you have any • Gift certificates or gift accurately in our corporate books and questions about the Policy please contact cards records. When completing an expense report the Legal department or the Guideline. • Use of materials, facilities or equipment regarding the gift, you are required to • A loan accurately state the purpose of the expense Export, Import and Anti-boycott Laws • Tickets to a theme park and the person to whom you gave it. You or resort accommodations must also identify whether it was given to a We comply with all applicable laws, regulations government official – in which case you and restrictions in the import or export of should have obtained the approval of the products, services, information or technology, Legal department in advance. wherever we operate in the world. If you are involved in the movement of goods or Before engaging in any transaction which technology across international borders, make you think is questionable, you must consult sure you know and comply with: with the Legal department. If the transaction • is approved, make sure it is accurately Any U.S. restrictions on doing business with reported in our Company’s books certain foreign countries and records. • All applicable export control requirements • The trade laws and regulations associated with the countries in which you do business

31 32 Standards of Business Conduct ¦ ¦ ¦ ¦ ¦ The Walt Disney Company

We also have a responsibility to comply with investigation or proceeding. If you “I just heard about a U.S. anti-boycott laws. If you receive a ever receive such a request you should large contract Disney request to comply with a foreign boycott (or immediately advise the Legal department entered into with one of our suppliers. a request to supply boycott-related and follow its instructions to ensure that the A friend of mine information), consult with the Legal information or documents we provide fully owns stock in the department to determine the appropriate comply with our legal obligations. supplier’s company and course of action. mentioned recently that Inside Information and Securities Trading he planned to sell it. I know I can’t tell him Doing Business with and Providing about the news of the Information to the Government As a Cast Member or employee, your job award, but is it okay to may expose you to material, nonpublic encourage him to hold Doing business with the government is (or “inside”) information about our Company on to his stock?“ highly regulated and typically follows stricter or companies with which we do business. No, you cannot help rules than those in the commercial Material inside information someone make a profit marketplace. If you work with government is information about a company that is or avoid a loss on the basis of material officials or a government-owned (or partially- not available to the public but, if it were, non-public inside owned) company, you have a special duty to might influence someone’s investment information you know know and comply with applicable laws and decision about that company. Examples about by virtue of your regulations, adhere to the highest standards of material inside information include: job. Suggesting to your of integrity and avoid even the appearance information about mergers or acquisitions, friend that he hold onto his stock, even if you of impropriety. financial performance, changes in executive don’t offer a reason, management, significant transactions or new would be a violation of We are committed to full compliance with projects contemplated. our policy and may also the law, wherever we operate. If you are be a violation of U.S. responsible for acting on our Company’s You may not trade in Company stock or other insider trading laws. behalf in providing financial information, securities based on material inside complying with the tax laws or meeting information you have about our Company, cash-related reporting requirements or any and you may not trade in the stock of other legal or regulatory requirements, companies we work with if your job exposes always be accurate and timely. Moreover, you to inside information about those never destroy, discard, tamper with, conceal companies. Passing along a “tip” is also a or make any false entries on documents you form of insider trading and strictly prohibited. provide to government agencies or officials. Keep in mind, even the appearance of an improper transaction must be avoided. The same is true for responding to any request in connection with a government

33 34 Standards of Business Conduct ¦ ¦ ¦ ¦ ¦ The Walt Disney Company

What if you participate in the employee Stock Purchase Plan? You are encouraged to participate in this program and invest in our collective future. Do not, however, change your instructions in the plan if you are in possession of inside information.

Money Laundering

Money laundering is the process by which funds generated through criminal activity (such as terrorism, drug dealing, fraud, etc.) are processed through commercial transactions in order to conceal the source of the proceeds, avoid reporting requirements or evade taxes. As a Company, we do not want to be used by those engaged in criminal activity. Be on the alert for possible instances of money laundering and immediately notify your supervisor, the Legal department or The Guideline regarding any suspicious activity.

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Labor Standards " … maintain an awareness of – and We comply with employment laws in all a sensitivity to and a commitment to markets where we operate. In addition, the observe – differing Company’s International Labor Standards legal requirements prohibits the following in connection with from country to the manufacturing of Disney-branded country." products: 1) child labor; 2) involuntary labor; Respect: Our Commitment to 3) coercion or harassment; 4) unfair the Community discrimination; 5) serious health or 6 workplace violations; 6) interference with workers' freedom of association; and 7) the As a member of the An International Presence improper use of home workers. These global community, we requirements apply to the Company’s own have a responsibility We are dedicated to delivering quality products and sourcing activities as well as to licensees, to be a good services and cooperating with community leaders vendors, buying agents and production corporate citizen. and members throughout the world to benefit local communities. While we are bound by U.S. laws and facilities involved in the manufacture of regulations and Company policy, we recognize that, Disney-branded products. as we grow, we are introducing not only a new Company, but often a new corporate culture and, The Environment “I have seen some co- perhaps, different business practices in countries all workers dumping trash We are committed to the protection of the in an area that’s not across the globe. We count on every Cast Member environment and the conservation authorized for that and employee to follow the letter and the spirit of of natural resources. We fully comply with purpose, but I don’t those U.S. laws that may apply (for example, the environmental laws and regulations, want to get involved – Foreign Corrupt Practices Act) and maintain an or get them in trouble.” including those relating to disposal of awareness of – and sensitivity to and commitment to As a Cast Member or wastes. In addition to complying with all observe – differing legal requirements from country to employee you have such applicable laws ourselves, we also country. a responsibility to expect companies and contractors with take action when you which we partner to do the same. become aware of If a local law conflicts with our Standards, comply potential violations with the local law. If a local custom conflicts with our of our Standards; this Standards, comply with the Standards. If you’re not includes reporting sure, ask for help. environmental hazards or any other unsafe working conditions. Speak to your supervisor or contact The Guideline.

3737 38 Standards of Business Conduct ¦ ¦ ¦ ¦ ¦ The Walt Disney Company

Charitable and Political Activities

We want to foster good relations within the communities where we operate. You are encouraged to participate in local activities that address the needs of the communities in which you live and work and to participate as a private citizen in government and the political process, using your own money and your own time.

Make sure your involvement in charitable or political activities is not prohibited by other Company policies or suggestive of anything improper, and do not use without specific authorization (such as is authorized by the Company’s Matching Gifts program) any Company funds or resources to help or promote any charitable cause or political candidate or party.

Note that the Company’s Senior Vice President of Government Relations must approve any corporate contribution to any political candidate, any committee supporting any such candidate, any political party, any organization advocating on behalf of or in opposition to any such candidate or party organization, or any organization advocating on behalf of or in opposition to any proposition that is or is expected to be submitted to voters of a jurisdiction.

39 40 Standards of Business Conduct ¦ ¦ ¦ ¦ ¦ The Walt Disney Company

Glossary

“Anything of value” – Money or other “things” (e.g., services, transportation, “Inside” information – Any information about a company, its customers, suppliers hospitality, donations, contributions, etc.) that have value. or other companies that an employee knows – by virtue of being an employee of the company – that is not known by the public. Such information is material if it would Company assets – Anything owned by the Company, including physical property likely be considered important in deciding to buy, sell or hold stock in a company. (such as buildings, equipment and furniture), technology (such as computer hardware, “Material inside information” can include information about new products and software and information systems), financial assets (such as cash, bank accounts and services, pricing, budgets, earnings announcements, proposed mergers and credit standing) and information assets (such as customer lists, financial information acquisitions, anticipated layoffs, etc. and intellectual property). Insider trading – Using material, non-public (i.e., “inside”) information – or tipping Conﬁdential information – Information a company has or acquires that is kept someone else to use it – to buy or sell stock in a company. private and not made available to the public. It includes personal information about its employees, any information that isn’t readily available from a public source or specific Intellectual property – Intangible property that has commercial value and is the information that is shared between parties in confidence. result of creative effort including copyrighted property (such as literary or artistic works), patents, trademarks, business methods or industrial processes. Conﬂict of interest – A conflict of interest exists when an employee or a member of his/her family is involved in an activity that affects (or appears to affect) his/her Legal hold – When a company is – or may be – involved in a legal proceeding, the objectivity as an employee of the company. Personal relationships, outside law requires that it save information relevant to the case; a legal hold is a notice that employment opportunities and investments an employee makes can all pose potential advises you not to destroy certain records. It generally includes special recordkeeping conflicts of interest. instructions and requests for specific documents and audits.

Due diligence – Taking the necessary actions required to know who a person or a Material ﬁnancial interest – Any paid relationship or arrangement (for example, as company is doing business with; knowing why, when and to whom they are releasing agent, representative, employee, promoter, consultant or “finder“) with a business funds, and being in a position to feel confident that business relationships are organization or any ownership interest (of stock, partnership interests, etc.) in excess transparent and ethical. of 5 percent in a publicly traded entity or, in the case of a non-public entity, having a fair market value in excess of US$25,000. Financial interest – Any paid relationship or arrangement (for example, as agent, representative, employee, promoter, consultant or “finder“) with a business or any “Ordinary course of business” test – A series of questions you can ask yourself ownership interest (of stock, partnership interest, etc.). to inform decision-making about accepting a gift: (1) Would the gift be considered customary given your job duties, job title and seniority? (2) If the gift was reported Foreign Corrupt Practices Act (FCPA) – A law that prohibits the bribery of non- in the media, would others think favorably of you? Of our Company? (3) Will the United States government officials (including employees), and which requires certain gift complement or enhance a business relationship? (4) For offers of hospitality or accounting and recordkeeping practices for companies. entertainment, is the person extending the offer going with you?

“Good faith” – Honestly believing in what you’re doing. For example, making a report Proprietary information – Information that a company owns that represents the work to The Guideline “in good faith” means that you honestly believe that there’s a it does. It includes software programs, trade secrets, engineering drawings, violation of our Standards or Company policies and that you’re not deliberately copyrights, ideas, techniques, inventions, product specifications, research, marketing making a false report. data – all of the information that makes our Company unique. All proprietary information is considered confidential information. Immediate family – A spouse, parent, child, sibling and mother- or father-in-law, son- or daughter-in-law, brother- or sister-in-law, as well as people (other than household U.K. Bribery Act – A law that makes it illegal for anyone (public, quasi-public or employees) who permanently reside in a person’s home. private) working for a company in the U.K., or a company that does business or is registered in the U.K., to give or receive a financial or other advantage to induce or reward someone for doing – or to do – an improper act in exchange for a business advantage.

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Resources to Help You

If you have a question, wish to discuss a personal situation or need to report a possible violation of our Standards, talk with your supervisor, your Human Resources representative or any of the resources listed below.

For additional information regarding employee complaints of accounting matters, refer to the Employee Complaint Procedures for Accounting and Auditing Matters.

Resource: Contact Regarding: To Access: Human Resources Any question or to discuss a personal 8228-5632 department situation or Human Resources matter or 818-560-5632 The Legal Any possible legal issue, question or 8228-1301 deparment concern or 818-560-1301 The Guideline 1) Questionable activities – including Cast Members and questionable accounting or auditing employees in the United matters; States and Canada, may 2) Complaints regarding the report online: Company’s accounting, internal disneyguideline.com accounting controls or auditing matters; Or call anytime, day or night: 3) Guidance on any business conduct- 800-699-4870 related issue; or 4) To make the Company aware of any suspected unethical or illegal conduct or violation at the Company.

Management 1) Questionable activities – including 8494-4000, Ext. 1 Audit questionable accounting or auditing or department matters; 818-553-4000, Ext. 1 2) Complaints regarding the Company’s accounting, internal accounting controls or auditing matters; 3) Waivers of the Standards or questions related to the Company’s conflicts of interest and gift policies. Investor Relations Outside inquiries regarding the 818-560-4536 Company’s financial performance.

Corporate Media inquiries 818-560-3117 Communications

Global ethics & More information regarding the disneyglobalcompliance.com compliance Company’s ethics and web site compliance policies.

43 As of May 2017 44