8 February 2017 Todd Juenger U.S. Media +1-212-823-3157 todd.juenger@bernstein.com Walt Disney Co Jason Park +1-212-823-3177 jason.park@bernstein.com Rating Market-Perform Nataliya Nedzhvetskaya Target Price DIS +1-212-823-2795 nataliya.nedzhvetskaya@bernstein.com 107.00 USD Disney FQ117: Don't stop thinking about tomorrow The Disney FQ1 report was striking in its consistency: every segment (ex-Studio) missed consensus revenue and every segment (ex-Cons Prod's) beat consensus OI. We expect the market will put more weight on the revenue misses than the OI beats. Close Date The all-important cable affiliate fee growth rate was sequentially flat. This is either good news ("it's not getting worse, and the future will get better with DMVPD launches") or bad news ("last quarter the CEO said the skinny bundle migration was abating, meaning we should have seen sequential acceleration (we didn't), and the future DMVPD launches aren't/won't attract net new subs"). The CEO reiterated his optimism for DMVPD launches and other DTC options for Disney – but that is all future hope, not current reality. Upside/(Downside) Just when you thought Parks margins couldn't possible get any higher, they did, despite declining domestic attendance (some due to prior yr events/weather/calendar, some due to prioritizing yield/margin over volume). Another potential macro tailwind lurks, in the form of higher discount rates lowering pension expense. We estimate 100bps rise in rates, all else equal, would expand Parks margins by ~50bps, total company margins ~40bps (and Disney is barely levered, to boot). Market Cap (USD) (M) 172,638 EV (USD) (M) 178,795 Management mentioned the word "disruption" over and over again. We agree, and we also agree Disney has more tools and options than probably any other media company to weather the disruption. But it will be very choppy even in success, and we still cannot envision an outcome where 10's of mm's of hh's who don't care about sports continue to pay for ESPN. 109.00 Target Price (USD) 107.00 SPX F16A F17E F18E 5.72 5.85 6.76 116.98 130.48 146.38 Financials 86.25 52-Week High 111.99 SPX 2,293.08 FYE Sep Indicated Div Yield 1.4% Performance YTD 1M 6M 12M Absolute (%) 4.6 0.0 13.7 16.1 SPX (%) 2.4 0.7 5.0 22.0 Relative (%) 2.2 (0.7) 8.7 (5.9) Bernstein Events Analyst Page Company Page We rate DIS Market-Perform, Target Price $107. We believe the Parks, Studios, and Consumer Products have strong earnings power, durability, and ROIC. However, almost 50% of NI comes from media networks, and ESPN is especially vulnerable to cord-cutting/shaving. EPS Adjusted (2)% 52-Week Low Investment Implications DIS (USD) 7-Feb-2017 DIS Close Price (USD) F16A F17E F18E CAGR Valuation Metrics F16A F17E F18E Operating Earnings (M) 15,128 14,977 16,690 5.0% REL P/E Adjusted (x) 0.97 1.06 1.03 EBITDA (M) 16,763 16,782 18,631 5.4% PEG Adjusted (x) 1.71 8.77 1.03 30.13 29.19 29.99 10.67 10.65 9.60 0.00 1.10 1.10 Div Yield (%) 1.30 1.49 1.67 FCF Yield (%) 4.72 5.58 6.48 EBITDA Margin (%) Net Debt/EBITDA (x) See Disclosure Appendix of this report for important disclosures and analyst certifications EV/EBITDA (x) NA www.bernsteinresearch.com Todd Juenger +1-212-823-3157 todd.juenger@bernstein.com 8 February 2017 DETAILS » A full line-item schedule of quarterly results versus consensus and SCB forecast and C3 audience deliveries are provided in Exhibit 1-Exhibit 3. » Decomposition of global affiliate fee growth is in Exhibit 4. o Rates +7%, Subs -2%, FX -1%, total +4%. Management characterized as "unchanged" from prior sequential periods, which we agree with, despite the fact last quarter's total was +3%. Just rounding differences to nearest integers. o The quarterly pace has actually been quite stable ever since Disney began disclosing this decomposition, with only rounding differences (which often cancel each other out). » So is "unchanged" good or bad for the stock? o Our dispassionate logic would say it should be "bad", because the market put so much weight on last quarter's management comments claiming some abatement of the migration to skinny bundles among traditional pay-tv subs. Which means, the domestic affiliate fee growth rate should have improved sequentially in this quarter (and it didn't), so that should be bad. o On the other hand, our pragmatic logic recognizes that, in our observation, media investors, especially Disney investors, are increasingly more selectively paying more attention to the positive datapoints (and "hope") than the negatives. The party line from the media companies is the DMVPDs will attract net new subscribers into the system, and in our observation, that has become the consensus line of thinking among media investors as well. ß o Additionally, optimists may choose to interpret the rounding difference from +3% to +4% (global) as meaningful, since it works in their favor. (as opposed to bulls on Fox, who were more inclined to brush off the rounding difference of +8% down to +7% (domestic) as insignificant, since it worked against them. Our view is both are insignificant. Therefore, a narrative of: "things are stable, not getting worse, and DMVPDs are on the way to save the day" may ultimately prevail when the dust settles. Despite the fact that last quarter, investors were pointing to expected signs of acceleration in this quarter. » Domestic attendance continues to decline at Parks, although most can be rightfully blamed this quarter on prior year events th (60 Anniversary), weather (Hurricane Matthew), and calendar (holiday timing wrt calendar quarters). However, we still don't believe attendance is growing on an underlying, "organic" basis. o We believe much of this is by choice. Disney has tested elasticity of demand and found they stand to make more money (price x quantity) by raising prices, and suffering the associated small declines in attendance. The financial equation works out in their favor. ß o It also has benefits for the guest experience, who enjoy a slightly less crowded park. However, the harder pricing is pushed, the more fragile it becomes in a cycle. » Largely as a result of the pricing/yield focus, Park margins hit an all-time high in the quarter (as far as we can tell) of 24%. U.S. MEDIA o One would usually worry – and to be clear, we do -- when: attendance is declining, margins are at an all-time high, and the capital cycle seems more likely to accelerate than decelerate. (Not to mention the Zika virus is in Florida and Orlando is a swamp). o But, there is another potential margin tailwind that seems likely to make some degree of additional expense reduction/margin contribution – pension expenses. Discount rates rise, pension P&L expense comes down. Post-election, rates have already risen and many believe there is more to come. BERNSTEIN 2 Todd Juenger +1-212-823-3157 todd.juenger@bernstein.com 8 February 2017 1 o We don't claim to be pension accounting experts , but fortunately Disney was kind enough to provide exactly the sensitivity we wanted in their 10-K: for every 100bps increase in discount rate, pension liability goes down by $2.4bn and annual pension expense goes down by $235mm. o A quick-and-dirty analysis shows that relative to our existing (pre-quarter) FY17 forecast, all else equal, a 2 100bps increase in discount rate would increase Parks margins by ~50bps and consolidated margins by ~40bps (Exhibit 5). o For reference, total company pension expense for FY17 was only $319mm. So it wouldn't take a very big increase in discount rate to wipe out pension expense entirely. We are working with the company to verify (and nothing is ever simple with pension accounting), but the point is, if rates rise, there won't much pension expense hitting the P&L at all. (And, barely levered, Disney doesn't have much interest expense risk, either). » Consumer Products missed sell-side expectations (badly) for the fifth quarter in a row. o 1 2 Going forward, the question is: will sell-side numbers come down, or will growth pick back up? Based on what we heard on the conference call, we think the sell-side largely bought into a re-acceleration in 2H FY17, based on the movie slate and easier comps. Or even pension accounting neophytes. 40% of pension expenses are mapped to Parks. U.S. MEDIA BERNSTEIN 3 Todd Juenger +1-212-823-3157 todd.juenger@bernstein.com 8 February 2017 EXHIBIT 1: Disney FQ1 Earnings Results ($ in millions) FQ1 2016 FQ1 2017 Y/Y % Cons. Media Networks Parks & Resorts Studio Entertainment Consumer Products Interactive Media Total Net Revenue $6,332 4,281 2,721 1,910 $6,233 4,555 2,520 1,476 $15,244 $14,784 (2%) 6% (7%) (23%) n/a (3%) Operating Expenses (ex D&A) Depreciation and Amortization Equity Earnings (Gain) Loss Restructuring and Impairment Operating Income (Loss) $10,648 607 (474) 81 $4,382 $10,391 687 (118) 0 $3,824 (2%) 13% (75%) na (13%) $3,811 Other Items-net Interest Expense, net Earnings before tax 0 (24) $4,358 0 (99) $3,725 na 313% (15%) (100) $3,111 Provision for Income Tax Minority Interest (After Tax) Reported Net Income (Loss) (1,448) (30) $2,880 (1,237) (9) $2,479 (15%) (70%) (14%) (1,242) 501 $2,370 $1.73 $1.55 (10%) $1.50 $2,712 $1.63 1,668 $2,488 $1.55 1,609 (8%) (5%) (4%) $1,412 22% $981 23% $1,014 37% $860 45% $4,267 28% $1,362 22% $1,110 24% $842 33% $642 43% $3,956 27% (4%) (45) 13% 145 (17%) (385) (25%) (153) (7%) (123) Diluted Earnings per Share - GAAP Adjusted Metrics Net Income Diluted EPS Share Count FQ1 2017 Estimates Actual vs. Bernstein Actual vs. $6,421 4,587 2,519 1,749 (3%) (1%) 0% (16%) $6,406 4,740 2,538 1,739 (3%) (4%) (1%) (15%) $15,265 (3%) $15,423 (4%) 0% $11,115 $643 ($149) $10 $3,805 7% (6%) 26% na 0% 20% $0 ($96) $3,709 na (3%) 0% 5% ($1,248) ($53) $2,408 (1%) (83%) 3% 3% $1.51 3% $2,370 $1.50 1,580 5% 3% 2% $2,415 $1.51 1,598 3% 2% 1% $1,317 21% $1,040 23% $832 33% $703 40% $3,892 25% 3% 134 7% 170 1% 38 (9%) 330 2% 126 $1,184 18% $1,133 24% $968 38% $682 39% $3,966 26% 15% 338 (2%) 47 (13%) (473) (6%) 429 (0%) 104 Segment Operating Income and Margin Media Networks OI Margin % Parks & Resorts OI Margin % Studio Entertainment OI Margin % Consumer Products OI Margin % Total Segment OI OI Margin % Source: Factset, StreetAccount consensus, Company reports, Bernstein estimates and analysis Note: StreetAccount consensus used for segment revenue (excluding eliminations) and OI estimates only. Factset estimates are used elsewhere. U.S. MEDIA BERNSTEIN 4 Todd Juenger +1-212-823-3157 todd.juenger@bernstein.com 8 February 2017 EXHIBIT 2: DIS Segment Detail ($ in millions) FQ1 2016 FQ1 2017 Y/Y % Media Networks Affiliate Fees Advertising Other Total $2,960 2,619 753 $6,332 $3,075 2,529 629 $6,233 4% (3%) (16%) (2%) Parks & Resorts Domestic International Total $3,674 607 $4,281 $3,740 815 $4,555 2% 34% 6% Studio Entertainment Theatrical Home Entertainment TV Distribution & Other Total $1,017 722 982 $2,721 $961 547 1,012 $2,520 (6%) (24%) 3% (7%) Consumer Products Licensing & publishing Retail & other Total $1,300 610 $1,910 $936 540 $1,476 (28%) (11%) (23%) Source: Company reports, Bernstein estimates and analysis EXHIBIT 3: Disney CQ4 Ratings Summary Oct-16 Demograhic Ratings Nov-16 Dec-16 Q4 2016 ABC Family ESPN2 ESPN (9%) (21%) (17%) (17%) (9%) (15%) (29%) (9%) (12%) Non-Kids Ex-Soapnet (17%) (16%) Disney XD (28%) (35%) Total Disney Cable (C3) Ex-Soapnet (18%) (17%) Oct-16 Household Ratings Nov-16 Dec-16 (17%) (19%) (12%) Oct-16 (25%) (21%) (11%) (20%) (22%) (14%) (10%) (26%) (16%) (19%) (16%) (10%) (27%) (24%) (11%) (10%) (27%) (18%) (20%) (18%) (17%) (14%) (17%) (16%) (17%) (14%) (19%) (16%) (24%) (29%) (18%) (27%) (16%) (21%) (17%) (24%) (15%) (19%) (21%) (18%) (18%) (16%) (18%) (16%) (17%) (15%) (19%) (16%) (8%) (9%) 1% (20%) (11%) (15%) Q4 2016 (22%) (13%) (15%) Disney Channel (L+SD) ABC P2+ Ratings Nov-16 Dec-16 Q4 2016 (4%) (11%) (22%) (9%) (9%) 3% (6%) (22%) (22%) (13%) (21%) (6%) Source: Nielsen, Bernstein estimates and analysis EXHIBIT 4: Media Networks Cable Affiliate Fee Growth Reconciliation Rate FX Subscribers Total FQ1 7% 2% 2% 4% FQ2 6% 2% 1% 3% FQ3 7% 1% 2% 4.5% FQ4 6%* 1% 2% 3% FQ1 7% 1% 2% 4% * Organic rate ex-53rd week Source: Company reports, Bernstein estimates and analysis U.S. MEDIA BERNSTEIN 5 Todd Juenger +1-212-823-3157 todd.juenger@bernstein.com 8 February 2017 EXHIBIT 5: Effect on margins in a rising interest rate environment Parks & Resorts Pension expense benefit* Parks & Resorts Post-Benefit OI 3,661 94 3,755 Margins 19.6% Consolidated OI Pension expense benefit* Consolidated OI Post-Benefit 15,028 235 15,263 26.4% 20.1% 26.8% * 100bps increase in discount rate Source: Company filings, Bernstein estimates and analysis EXHIBIT 6: DIS Income Statement (Not Updated for Earnings) DIS Income Statement ($ millions) Revenues Costs and expenses (as reported) Less: D&A Plus: Equity income EBITDA Margin % Depreciation and Amortization Restructuring and impairment Operating income Margin % Net interest expense Other (income) expense, net Pre-tax income FY-15E FY-16 Q1-17E Q2-17E Q3-17E Q4-17E FY-17E FY-18E FY-19E $52,465 $55,632 $15,423 $13,508 $14,659 $13,908 $57,499 $62,132 $63,666 39,241 (2,354) 814 41,274 (2,527) 926 11,757 (643) 149 9,986 (653) 158 10,731 (666) 160 10,632 (678) 158 43,105 (2,639) 624 $17,811 32% $4,458 29% $4,333 32% $4,754 32% $4,112 30% $17,656 31% $19,536 31% $19,388 30% 2,354 53 2,527 156 643 10 653 10 666 10 678 10 2,639 40 2,806 40 2,983 40 $13,985 27% $15,128 27% $3,805 25% $3,670 27% $4,078 28% $3,424 25% $14,977 26% $16,690 27% $16,366 26% 117 0 260 0 96 0 104 0 107 0 102 0 410 0 429 0 452 0 $13,868 $14,868 $3,709 $3,566 $3,971 $3,322 $14,567 $16,261 $15,914 (5,016) (5,078) (1,248) (1,200) (1,329) (1,111) (4,887) Net income $8,852 $9,790 $2,461 $2,366 $2,642 $2,210 $9,680 Net income to Disney Margin % 47,948 (2,983) 688 $16,392 31% Income taxes Less: NI to noncontrolling int. 46,057 (2,806) 655 (470) (399) (53) (165) (134) (146) (498) (5,412) $10,849 (5,282) $10,632 (643) (718) $8,382 16% $9,391 17% $2,408 16% $2,201 16% $2,508 17% $2,064 15% $9,182 16% $10,206 16% $9,914 16% Basic EPS attributable to Disney Diluted EPS attributable to Disney $4.95 $4.90 $5.76 $5.73 $1.52 $1.51 $1.40 $1.39 $1.61 $1.60 $1.34 $1.33 $5.86 $5.83 $6.79 $6.74 $6.87 $6.83 Shares outstanding, basic Shares outstanding, diluted 1,694 1,709 1,629 1,639 1,589 1,598 1,574 1,583 1,559 1,568 1,544 1,553 1,566 1,575 1,504 1,513 1,443 1,452 Adjusted Inc.Statement Measures Diluted EPS Excluding Items $5.15 $5.72 $1.51 $1.40 $1.60 $1.33 2.1% $5.85 15.7% $6.76 1.2% $6.85 01/31/17 $15,274 4,356 2,370 $1.49 $13,579 4,370 2,304 $1.43 $14,630 4,949 2,691 $1.70 $14,011 4,012 2,007 $1.29 $57,503 17,524 9,419 $5.92 $60,919 18,944 10,289 $6.68 $63,197 19,802 10,628 $7.25 Consensus Estimates as of Revenue EBITDA Net Income Pro Forma EPS (diluted) Source: Factset, Company filings, Bernstein estimates and analysis U.S. MEDIA BERNSTEIN 6 Todd Juenger +1-212-823-3157 todd.juenger@bernstein.com 8 February 2017 EXHIBIT 7: DIS Balance Sheet and Cash Flow Statement (Not Updated for Earnings) DIS Balance Sheet ($ millions) FY-15E Q1-17E Q2-17E Q3-17E Q4-17E $4,610 9,065 1,390 1,208 693 $2,437 10,543 2,242 1,234 925 $1,619 9,445 1,589 1,081 810 $2,377 9,418 1,740 880 880 $2,922 9,774 1,454 1,278 733 $2,922 9,774 1,454 1,278 733 $3,978 10,795 1,627 1,389 797 $2,772 11,293 1,709 1,448 831 $16,758 $16,966 $17,382 $14,544 $15,293 $16,162 $16,162 $18,585 $18,053 6,183 2,643 25,179 34,998 2,421 6,339 4,280 27,349 34,759 2,340 6,139 4,280 27,655 34,786 3,702 6,199 4,280 27,848 34,812 3,255 6,241 4,280 28,093 34,839 3,591 6,325 4,280 28,286 34,865 2,574 6,325 4,280 28,286 34,865 2,574 6,835 4,280 29,068 34,974 2,797 7,003 4,280 29,682 35,088 2,916 $88,182 $92,033 $93,943 $90,939 $92,337 $92,493 $92,493 $96,538 $97,022 $7,844 4,563 3,927 $9,130 3,687 4,025 $9,309 500 4,319 $7,348 500 3,782 $7,423 500 4,105 $9,475 500 4,277 $9,475 500 4,277 $10,190 500 4,647 $10,564 500 4,845 $16,334 $16,842 $14,127 $11,630 $12,027 $14,251 $14,251 $15,337 $15,909 12,773 10,420 16,483 11,385 19,670 12,141 19,670 12,312 19,670 12,459 18,922 12,004 18,922 12,004 20,990 13,005 20,827 13,578 $39,527 $44,710 $45,938 $43,611 $44,156 $45,177 $45,177 $49,332 $50,314 44,525 4,130 43,265 4,058 43,911 4,094 43,198 4,129 44,044 4,137 43,172 4,144 43,172 4,144 43,103 4,103 42,672 4,037 Total equity $48,655 $47,323 $48,005 $47,327 $48,181 $47,316 $47,316 $47,206 $46,708 Liabilities & Equity $88,182 $92,033 $93,943 $90,939 $92,337 $92,493 $92,493 $96,538 $97,022 FY-15E FY-16 Q1-17E Q2-17E Q3-17E Q4-17E FY-17E FY-18E FY-19E $2,461 643 (2,812) 394 $2,366 653 49 140 $2,642 666 127 171 $2,210 678 2,373 122 $10,849 2,806 137 326 $10,632 2,983 (8) 667 $3,208 $3,606 $5,383 $12,883 $14,119 $14,274 Assets Cash & equivalents Accounts receivable Inventories Television Costs Other current assets $4,269 8,019 1,571 1,170 1,729 Total Current Assets Film and Television Costs Investments PPE, net Goodwill & intangibles Other assets Total Assets Liabilities AP & other Accrued Short term debt Unearned royalties and other Current liabilities Long term debt Other LT liabilities Total liabilities Disney Shareholder's Equity Noncontrolling interests FY-16 FY-17E FY-18E FY-19E DIS Cash Flow Statement ($ millions) Operating Activities Net income Depreciation and amortization Change in operating A&L, net of acq. Other Operating Cash Flow Investing Activities Capital Expenditures Acquisitions Other Investing Cash Flow Financing Activities Change in debt Dividends Repurchases of common stock Other Financing Cash Flow $8,852 2,354 129 (426) $9,790 2,527 (902) 1,798 $9,680 2,639 (263) 828 $10,909 $13,213 $686 ($4,265) 0 20 ($4,245) ($4,773) (850) (135) ($5,758) ($901) (75) 0 ($976) ($797) (75) 0 ($872) ($863) (75) 0 ($938) ($822) (75) 0 ($897) ($3,382) (300) 0 ($3,682) ($3,396) (300) 0 ($3,696) ($3,411) (300) 0 ($3,711) $2,705 (3,063) (6,095) 329 $2,940 (2,313) (7,499) 259 $0 0 (2,000) 81 $0 (1,269) (2,000) 81 $0 0 (2,000) 81 ($748) (1,244) (2,000) 45 ($748) (2,513) (8,000) 287 $2,068 (2,709) (9,000) 315 ($163) (2,887) (9,000) 347 ($6,124) ($6,613) ($1,919) ($3,189) ($1,919) ($3,947) ($10,975) ($9,326) ($11,702) ($2,209) ($853) $749 $539 ($1,774) $1,096 ($1,139) $0 $0.00 $0 $0.00 $0 $0.00 $0 $0.00 $9,587 $6.09 5.5% $10,681 $7.06 6.4% $10,797 $7.44 6.7% Cash Flow $540 $842 FCF FCF/Share FCF Yield $6,644 $3.89 3.5% $8,440 $5.15 4.7% Source: Factset, Company filings, Bernstein estimates and analysis U.S. MEDIA BERNSTEIN 7 Todd Juenger +1-212-823-3157 todd.juenger@bernstein.com 8 February 2017 DISCLOSURE APPENDIX TICKER TABLE Ticker DIS Rating M 7 Feb 2017 Closing Price Target Price TTM Rel. Perf. 109.00 107.00 (5.9)% USD SPX 2,293.08 EPS Adjusted USD EV/EBITDA 2016A 2017E 2018E 2016A 2017E 5.72 5.85 6.76 10.67 10.65 2018E 9.60 116.98 130.48 146.38 19.60 17.57 15.67 O - Outperform, M - Market-Perform, U - Underperform, N – Not Rated FOXA base year is 2016. VALUATION METHODOLOGY U.S. Media We value each of our coverage companies using the weighted average of a discounted cash flow analysis and a relative market multiple valuation. For our relative multiple valuation for AMCX, CBS, DIS, DISCA, FOXA, SNI, TWX, VIAB, we apply our Q5-Q8 EBITDA estimate to a relative EV/EBITDA multiple selected based on past history, projected growth rates, and the company's ability to generate returns in excess of the cost of capital, all relative to that of the S&P 500. For our relative multiple valuation for LGF and NLSN, we apply our Q5-Q8 EPS earnings estimate to a relative PFE multiple selected based on past history, projected growth rates, and the company's ability to generate returns in excess of the cost of capital, all relative to that of the S&P 500. Our DCF valuations are conducted on a sum-of-the-parts basis for each major operating segment of our respective coverage companies, with comparable company valuation benchmarks used when appropriate and available. Our DCF model is based on annual cash flow forecasts over an explicit period, combined with a continuing value component intended to capture the firm’s value into perpetuity. Our explicit period assumptions are based on annual projections for NOPLAT, depreciation, capital expenditures, and working capital. The fair market value of common equity determined by each of these methods is divided by the current diluted share count and multiplied by one plus the cost of equity minus the current dividend yield (1 + Ke d) to calculate a target share price in 12 months time.¬ We then weight the market multiple component of our valuation 50% and the DCF 50% in order to establish a weighted average target price. RISKS U.S. Media Consumer and advertising spend are significant drivers of revenue for most of the companies in our coverage. The deterioration of economic conditions could have a material negative impact on revenues and earnings of the companies in our coverage and on the stocks' achieving our target prices. The health and stability of the video distribution ecosystem is vitally important with respect to the delivery of our companies' television content. New and innovative platforms that offer video distribution could potentially disrupt the ecosystem, thereby jeopardizing the primary distribution partners (cable, satellite) of each of our companies. Additionally, piracy of content could serve to undermine the profitability of a product that typically is produced with the expectation of multiple distribution methods and time horizons for which that product can be monetized. Walt Disney Co Upside Risks to our Target Price: The slate of capital projects may succeed in creating a return on investment commensurate with the alternative uses of capital, such as share buybacks or dividends, which could create additional upside should the market realize this. U.S. MEDIA BERNSTEIN 8 Todd Juenger +1-212-823-3157 todd.juenger@bernstein.com 8 February 2017 The TV and Film Production units may produce future franchise hits, which would positively impact profitability across all business lines. Any unexpected positive news or events pertaining to the Parks and Resorts division may decrease perceived risk in past capital projects and may materially contribute to the firm's profitability. Downside Risks to our Target Price: Disney may be unable to continue its pace of affiliate fee increases at its cable networks due to financial constraints on the parts of buyers or increased regulatory oversight. The slate of capital projects may fail to create a return on investment commensurate with the alternative uses of capital, such as share buybacks or dividends, or the market may fail to realize the value of these investments for a period longer than we anticipate. The TV and Film production units may fail to deliver content that either succeeds on its own merit, or can be exploited through Disney's Consumer Products, Parks and Resorts and Interactive Media divisions. Any negativity surrounding the Disney brand would resonate throughout all business lines. U.S. MEDIA BERNSTEIN 9 SRO REQUIRED DISCLOSURES ∑ References to "Bernstein" relate to Sanford C. Bernstein & Co., LLC, Sanford C. Bernstein Limited, Sanford C. Bernstein (Hong Kong) Limited 盛博香 港有限公司, Sanford C. Bernstein (Canada) Limited, and Sanford C. Bernstein (business registration number 53193989L), a unit of AllianceBernstein (Singapore) Ltd. which is a licensed entity under the Securities and Futures Act and registered with Company Registration No. 199703364C, collectively. ∑ Bernstein analysts are compensated based on aggregate contributions to the research franchise as measured by account penetration, productivity and proactivity of investment ideas. No analysts are compensated based on performance in, or contributions to, generating investment banking revenues. ∑ Bernstein rates stocks based on forecasts of relative performance for the next 6-12 months versus the S&P 500 for stocks listed on the U.S. and Canadian exchanges, versus the MSCI Pan Europe Index for stocks listed on the European exchanges (except for Russian companies), versus the MSCI Emerging Markets Index for Russian companies and stocks listed on emerging markets exchanges outside of the Asia Pacific region, and versus the MSCI Asia Pacific ex-Japan Index for stocks listed on the Asian (ex-Japan) exchanges - unless otherwise specified. We have three categories of ratings: Outperform: Stock will outpace the market index by more than 15 pp in the year ahead. Market-Perform: Stock will perform in line with the market index to within +/-15 pp in the year ahead. Underperform: Stock will trail the performance of the market index by more than 15 pp in the year ahead. Not Rated: The stock Rating, Target Price and/or estimates (if any) have been suspended temporarily. ∑ As of 02/07/2017, Bernstein's ratings were distributed as follows: Outperform - 45.1% (0.4% banking clients) ; Market-Perform - 42.2% (0.0% banking clients); Underperform - 12.6% (0.0% banking clients); Not Rated - 0.2% (0.0% banking clients). The numbers in parentheses represent the percentage of companies in each category to whom Bernstein provided investment banking services within the last twelve (12) months. 12-Month Rating History as of 02/07/2017 Ticker Rating Changes DIS M (RC) 08/20/15 Rating Guide: O - Outperform, M - Market-Perform, U - Underperform, N - Not Rated Rating Actions: IC - Initiated Coverage, DC - Dropped Coverage, RC - Rating Change OTHER DISCLOSURES A price movement of a security which may be temporary will not necessarily trigger a recommendation change. Bernstein will advise as and when coverage of securities commences and ceases. Bernstein has no policy or standard as to the frequency of any updates or changes to its coverage policies. Although the definition and application of these methods are based on generally accepted industry practices and models, please note that there is a range of reasonable variations within these models. The application of models typically depends on forecasts of a range of economic variables, which may include, but not limited to, interest rates, exchange rates, earnings, cash flows and risk factors that are subject to uncertainty and also may change over time. Any valuation is dependent upon the subjective opinion of the analysts carrying out this valuation. Bernstein produces a number of different types of research product including, among others, fundamental analysis and quantitative analysis. 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CERTIFICATIONS ∑ I/(we), Todd Juenger, Senior Analyst(s)/Analyst(s), certify that all of the views expressed in this publication accurately reflect my/(our) personal views about any and all of the subject securities or issuers and that no part of my/(our) compensation was, is, or will be, directly or indirectly, related to the specific recommendations or views in this publication. Approved By: SU Copyright 2017, Sanford C. Bernstein & Co., LLC, Sanford C. Bernstein Limited, Sanford C. Bernstein (Hong Kong) Limited 盛博香港有限公司, and AllianceBernstein (Singapore) Ltd., subsidiaries of AllianceBernstein L.P. ~1345 Avenue of the Americas ~ NY, NY 10105 ~212/756-4400. All rights reserved. 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The investments referred to herein may not be suitable for you. Investors must make their own investment decisions in consultation with their professional advisors in light of their specific circumstances. The value of investments may fluctuate, and investments that are denominated in foreign currencies may fluctuate in value as a result of exposure to exchange rate movements. Information about past performance of an investment is not necessarily a guide to, indicator of, or assurance of, future performance. exc usive use of TOM ROGERS at TIVO on 25-Apr-2017 0F