#1TRIAN PARTNERS Confidential - Not for Reproduction or Distribution Disney Restore the Magic January 11, 2023 This presentation is not in any way affiliated with, sponsored by, or endorsed by The Walt Disney Company or any other companies referred to herein. © 2023 Trian Fund Management, L.P. All rights reserved.#2Disclosure Statement and Disclaimers CONFIDENTIALITY This presentation is being furnished to you on a confidential basis to provide preliminary summary information regarding The Walt Disney Company (the issuer) and one or more funds managed or to be managed by Trian Fund Management, LP. (Trian" and together with the funds that it manages, "Trian Partners). Certain information contained in this presentation or otherwise provided to you is non-public, confidential or proprietary in nature. By accepting this presentation, you agree to keep the information contained herein or otherwise provided to you by Trian Partners or its representatives strictly confidential and in accordance with the terms of the confidentiality provisions to which you are subject GENERAL CONSIDERATIONS This presentation is for general information purposes only, is not complete and does not constitute an agreement, offer, a solicitation of an offer, or any advice or recommendation to enter into or conclude any transaction or confirmation thereof (whether on the terms shown herein or otherwise). This presentation should not be construed as legal, tax, investment, financial or other advice. it does not have regard to the specific investment objective, financial situation, suitability, or the particular need of any specific person who may receive this presentation, and should not be taken as advice on the merits of any investment decision. The views expressed in this presentation represent the opinions of Trian Partners and are based on publicly available information with respect to the issuer. Trian Partners recognizes that there may be confidential information in the possession of the issuer that could lead the issuer to disagree with Trian Partners conclusions. Certain financial information and data used herein have been derived or obtained from filings made with the Securities and Exchange Commission ("SEC") or other regulatory authorities and from other third party reports. Funds and/or other accounts or investment vehicles (each, a "Fund" and collectively, "Funds") managed by Trian Partners currently beneficially own and/or have an economic interest in, shares of the Issuer. While certain of Trian's Partners are current or former directors of certain of the publicly traded companies referred to herein, none of the information contained in this presentation or otherwise provided to you is derived from non-public information of such publicly traded companies. Trian Partners has not sought or obtained consent from any third party to use any statements or information indicated herein as having been obtained or derived from statements made or published by third parties. Any such statements or information should not be viewed as indicating the support of such third party for the views expressed herein Trian Partners does not endorse third-party estimates or research which are used in this presentation solely for illustrative purposes. No warranty is made that data or information, whether derived or obtained from filings made with the SEC or any other regulatory agency or from any third party, are accurate. Past performance is not an indication of future results. Neither Trian Partners nor any of its affiliates shall be responsible or have any Sability for any misinformation contained in any third party, SEC or other regulatory filing or third party report Unless otherwise indicated, the figures presented in this presentation, including earnings before interest, tax, depreciation and amortization (EBITDA"). internal rates of return (RRS) and investment values have not been calculated using generally accepted accounting principles ("GAAP) and international financial reporting standards (IFRS") and have not been audited by independent accountants. Such figures may vary from GAAP and IFRS accounting in material respects and there can be no assurance that the unrealized values reflected in this presentation will be realized. Though certain material in this presentation may contain projections, nothing in this presentation is intended to be a prediction of the future trading price or market value of securities of the Issuer. Accordingly, there is no assurance or guarantee with respect to the prices at which any securities of the Issuer will trade, and such securities may not trade at prices that may be implied herein. The estimates, projections, pro forma information and potential impact of Trian Partners analyses set forth herein are based on assumptions that Trian Partners believes to be reasonable as of the date of this presentation, but there can be no assurance or guarantee (1) that any of the proposed actions set forth in this presentation will be completed, () that actual results or performance of the issuer will not differ, and such differences may be material or (i) that any of the assumptions provided in this presentation are accurate. This presentation does not recommend the purchase or sale of any security Trian Part s disclaims any obligation to update the data, information or opinions contained in this presentation -2-#3Disclosure Statement and Disclaimers (continued) FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements. All statements contained in this presentation that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words "anticipate," "believe," "expect," "potential," "opportunity," "estimate," "plan," and similar expressions are generally intended to identify forward- looking statements. The projected results and statements contained in this presentation that are not historical facts are based on current expectations, speak only as of the date of this presentation and involve risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such projected results and statements. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of Trian Partners. Although Trian Partners believes that the assumptions underlying the projected results or forward-looking statements are reasonable as of the date of this presentation, any of the assumptions could be inaccurate and, therefore, there can be no assurance that the projected results or forward-looking statements included in this presentation will prove to be accurate. In light of the significant uncertainties inherent in the projected results and forward-looking statements included in this presentation, the inclusion of such information should not be regarded as a representation as to future results or that the objectives and plans expressed or implied by such projected results and forward-looking statements will be achieved. Trian Partners will not undertake and specifically declines any obligation to disclose the results of any revisions that may be made to any projected results or forward-looking statements in this presentation to reflect events or circumstances after the date of such projected results or statements or to reflect the occurrence of anticipated or unanticipated events. NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY Under no circumstances is this presentation intended to be, nor should it be construed as, an offer to sell or a solicitation of an offer to buy any security. Funds managed by Trian Partners may from time to time acquire, or acquire additional, outstanding stock of the Issuer. These Funds are in the business of trading -- buying and selling -- securities. It is possible that there will be developments in the future that cause one or more of such Funds from time to time to sell all or a portion of their holdings of the Issuer in open market transactions or otherwise (including via short sales), buy shares of stock (in open market or privately negotiated transactions or otherwise), or trade in options, puts, calls or other derivative instruments relating to such shares. Consequently, Trian Partners' beneficial ownership of Issuer shares of stock may vary over time depending on various factors, with or without regard to Trian Partners' views of the Issuer's business, prospects or valuation (including the market price of the Issuer's common stock), including without limitation, other investment opportunities available to Trian Partners, concentration of positions in the portfolios managed by Trian, conditions in the securities markets and general economic and industry conditions. However, neither Trian Partners nor any of its affiliates has any intention, either alone or in concert with any other person, to acquire or exercise control of the Issuer or any of its subsidiaries. Trian Partners also reserves the right to take any actions with respect to investments in the Issuer as it may deem appropriate, including, but not limited to, communicating with management of the Issuer, the Board of Directors of the Issuer, other investors and shareholders, stakeholders, industry participants, and/or interested or relevant parties about the Issuer or seeking representation constituting a minority of the Board of Directors of the Issuer, and to change its intentions with respect to its investments in the Issuer at any time and disclaims any obligation to notify the market or any other party of any such changes or actions, except as required by law. CONCERNING INTELLECTUAL PROPERTY All registered or unregistered service marks, trademarks and trade names referred to in this presentation are the property of their respective owners, and Trian's use herein does not imply an affiliation with or endorsement by, the owners of these service marks, trademarks and trade names. IMPORTANT INFORMATION Trian Partners, together with certain other affiliates who are expected to be participants (the "Participants") in solicitation of shareholders of the Company in connection with its 2023 annual meeting of shareholders (the "2023 Annual Meeting"), intend to file a definitive proxy statement and accompanying proxy card with the SEC in anticipation of such solicitation. Shareholders are advised to read the definitive proxy statement and any other documents related to the 2023 Annual Meeting when they become available because they will contain important information. Information about the Participants and a description of their direct or indirect interests by security holdings is contained in the preliminary proxy statement that will be filed by the Participants with the SEC on January 12, 2023. This document is available free of charge on the SEC website. The definitive proxy statement, when filed, and other relevant documents, will also be available on www.Restore TheMagic.com and on the SEC website, free of charge. - 3-#4Confidential-Not for Reproduction or Distribution Why is Trian Here Today? • Disney is the most advantaged consumer entertainment company in the world. It has unrivaled global scale, irreplaceable brands, inimitable Parks and can leverage the Disney "flywheel" to monetize its intellectual property. For these reasons, we believe the Company is well positioned to succeed • However, Disney's recent share price and operating performance have been disappointing Total shareholder return ("TSR") has materially underperformed the S&P 500 and proxy peers over 1-Year, 3-Year, 5-year and 10-year periods(¹) - Disney shares are currently trading at an 8-year low(¹) Operating performance has deteriorated, including a 50% decline in adj. EPS since FY 2018(¹) - . We believe that current investor sentiment on Disney is low, reflecting the hard truth that Disney is a company in crisis and faces many challenges that weigh on the Company's investment prospects • While we acknowledge that Disney, like many media companies, is undergoing a challenging pivot to streaming, we believe that many of the Company's current problems are self-inflicted and need to be addressed ▪ Trian believes that it is well positioned to facilitate positive change at Disney given our experience investing in and serving on the board of directors of blue-chip companies, and working collaboratively with management teams and boards to optimize corporate governance, strategy, operations and capital allocation . We recognize that Disney is undergoing a lot of change quickly and are NOT trying to create additional instability by replacing Bob Iger. We believe Disney is at a crossroads: It can decide to fight the addition of 1 qualified Board member, OR work together with Trian to create sustainable, long-term value at Disney Note: (1) See the following pages in this presentation for associated sources and footnotes -4-#5Disney is Trading at an 8-Year Low $200 $180 $160 $140 $120 $100 $80 $60 $40 Jan-13 Source Factet as of 1/1023 den Confidential-Not for Reproduction or Distribution Jan-14 Disney's 10-Year Share Price Performance читу Despite Disney's share price peaking in 2021, it currently trades near its 8-Year low Jan-15 Jan-16 Jan-17 Jan-18 Jan-19 Jan-20 Jan-21 Jan-22 Disney $95.56 -5-#6Trian Overview • Investment management firm founded in November 2005 • Focused on buying large positions in high-quality companies where we see significant long-term potential and working collaboratively with management and boards to optimize strategy, operations and value creation • Simple goal of ensuring that companies function with a strong ownership mentality. Trian encourages management teams and boards to operate as if wearing "bifocals," with a watchful eye on the near-term but always maintaining a primary focus on maximizing long-term value • Trian's Founding Partners have substantial operating and financial experience, serving on numerous corporate boards, as well as serving as C-suite executives of various publicly-traded companies prior to founding Trian Selected Current and Former Trian Investments kraft foods IR Rand nvent. COUPONT Mondelez THE Wendy's COMPANY Invesco Confidential-Not for Reproduction or Distribution Janus Henderson a ALLEGION P&G LEGG MASON BNY MELLON COMCAST LAZARD PEPSICO DR PEPPER SNAPPLE PENTAIR DANONE IHG Heinz FAMILY STATE STREET Cadbury Sysco TIFFANY & CO. FERGUSON A = Portfolio companies of which a Trian partner or designee serves or served on the Board, or of which Trian had input in the selection of one or more director PPG Note: The companies shown on this page refect all of the investments made by Tran since Tan's inception in November 2005 ough December 2022 ) for which Tran has fied a Schedule 130 or 130 or made a similar non-US fing or other notification with respect to ts investment in the company ord that were or are a publicly disclosed position in which funds managed by Titan invested approximately $700 million or more of capital and where Trian og had a designee or nominee on the Board and/or tywrote a white paper and met with management. The companies shown on this page do not represent all of the investments purchased or sold for Trian's dients and it should not be assumed that any or all of these investments were or will be profitable -6-#7Confidential-Not for Reproduction or Distribution What Differentiates Trian: A Highly Engaged Shareowner Long-Term Orientation Operations & Strategy Focused Highly Collaborative Engagement with Management & Boards . Investors with an ownership mentality, with a goal to build better businesses for the long term • Unique capital base: Unlike typical hedge funds with 90-day liquidity, 85% of Trian's capital is committed for 3 or more years • Average investment holding period of -6 years when a Trian partner joins a board, which is longer than the holding period of the 20 largest Morningstar equity mutual fund classes¹ • Having been in the CEO seat, we appreciate that change does not happen overnight • Focused on driving long-term operational improvements and optimizing strategy by leveraging Founding Partners' decades of experience running and overseeing businesses • Income statement orientation, with a track record investing in growth, including R&D and marketing, and driving earnings improvement • • Strong preference is always to work with management Trian has been invited to join a number of corporate boards since inception (Trian partners have served on 17 public company boards since 2005) . We pride ourselves on not being dogmatic; a core Trian principle is to be a good listener, to consider both sides of an issue and support the best ideas regardless of where they originate • Former CEOs and Directors serve as references; several have worked with us as Trian Advisory Partners or have served at our recommendation on boards where we have positions Note: Trian was established in November 2005 (1) MFS White Paper Series Lengthening the investment Time Horizon July 2017. Holding Period calculated with respect to 18 Positions where Trian served on the Board, including 1 instance where Trian served on the same Board on 2 separate occasions -7-#8Confidential-Not for Reproduction or Distribution Long Track Record of Value Creation With Nelson On the Board ▪ Trian has worked closely with numerous companies across industries, and has demonstrated a track record of long-term value creation with multiple turnarounds Trian Investments Where Nelson Peltz Served on the Board: Company TSR vs. S&P 500 During Board Tenure ▪ Most importantly, we seek to help companies we invest in achieve value creation through improved operating and financial performance: - Increasing investments to drive top-line growth and market share performance - Reducing costs/overhead in areas that impede the company's ability to compete effectively - Optimizing capital allocation decisions to improve return on invested capital -900bps (annual TSR outperformance) Souro Factts of 125522 e Compe sprate occasions and treated as estets de hot newsart at of the wet purchased or sind for That's charts and wette or the performance of the in served on the board of directors was and in part to to Tan's arts a the anced TR toons index ecogned index, however, orvo Tean's smarts where Neon e at thod to count what portion of such retums www st and events ander to pertim tha anays Tran (1ca ted each company (Lag Mason in The unple everage of anumized TORC The Procter pay Con de Corporation Lego Mason conte Campany, Inger-Rantic, es LM Henderson plc, and pictu pa Whight ap 500 de hens onty sa daly s may not be come One cervet invest Grectly in e Tran beleves that the tots chareholder ( muve efects of the elementation of operational and f gintuves during the peod of tears adve evolvemat tee poman may have been attributable to or sdors The des trepresent the performance of Thrs und of the perbmance of hange in stock prospe the caden dat wach of the companies hd above during inson Pet's bot and Red companies in 130102 This any -8-#9Confidential-Not for Reproduction or Distribution The Procter & Gamble Company ("P&G") Case Study P&G • P&G is a +185-year-old global consumer products company with a portfolio of iconic brands and leading scale and market share across categories . However, P&G had underperformed over an extended period of time: - Total shareholder return underperformed both its peers and the S&P 500 Total Return Index in the previous decade(1) Lost market share across categories and geographies Flat EBIT and EPS growth • Trian believed that P&G was struggling to adapt to a changing industry and needed to address the following factors to fix its underperformance: - Market share erosion and low organic sales growth - Dismantle the "matrix" structure-increase accountability, reduce bureaucracy and excessive costs Inability to leverage scale in existing organizational structure Aging brands and a lack of breakthrough innovation Insular culture that rejected external perspectives and ideas . In July 2017, Trian nominated Nelson Peltz for election to the P&G Board • In December 2017, after a contested proxy contest where Trian received the support of leading proxy advisory services, ISS and Glass Lewis, P&G announced that Nelson Peltz would be appointed to its Board Source SEC fings, company presentations and press releases. While Nelson Peltz is a former director of The Procter & Gamble Company, none of the information contained in this presentation or otherwise provided to you is derived from non-public information of such company Note: EBIT defined as Eamings before interest and Taxes; EPS defned as Earnings Per Share (1) The S&P 500 Total Retum Index includes the price changes of all underlying stocks and all dividends reinvested. S&P 500 data was obtained from Bloomberg using the SPX ticker with the inclusion of dividend re-investment. Trian considers P&O's peers to include Beiersdorf Church & Dwight Clorox, Colgate Edgewel Personal Care. Henkel Kimberly-Clark, L'Oreal Reckitt Benckiser and Univer -9-#10Confidential - Not for Reproduction or Distribution P&G Case Study: Procter & Gamble Overhauled its Matrix Structure . Prior to Trian's involvement, P&G had underperformed over an extended period of time. Trian believed that P&G's matrixed organizational structure was preventing the company from realizing its potential . Following a proxy contest, Nelson Peltz joined P&G's Board in March 2018 and worked collaboratively with management, the Board and external advisors to evaluate a new organizational structure • In November 2018, consistent with Trian's recommendations, P&G unveiled a new organization structure designed to "de-matrix" the company and create end-to-end P&L and operational responsibility, including a reduced number of business units P&G's New Structure (simplified) P&G's Old Structure (simplified) Note: Dotted lines represent what are often dual-reporting lines in a mabix structure Global Sales Officer as GMO (6) MON 1-901 P&G Global Categories, GBUS (10) Regional BUS (10x6) Country BUs (Up to 10x90)( 소수수 소소송 소소송 Primary Power Center is Global Category Global Functions (-8+) Regional Functions (8x6x10) Country Functions (Up to 8x90x10) SBU #1 SBU #2 SBU P&G (Lean HoldCo) SBU #4 SBU #5 SBU #6 Entrpr. Mkts "We believe this is the most important organizational change we've made in the last 20 years" - David Taylor, Former CEO of P&G Source: Procter & Gamble Form 10-Ks, Form 8-Ks, call transcripts and investor presentations. While Nelson Peltz is a former director of The Procter & Gamble Company, none of the information contained in this presentation or otherwise provided to you is derived from non-public information of such company. Trian does not endorse third-party estimates or research, which are used in this presentation solely for Austrative purposes. Note: S8U defined as Strategic Business Unit (1) P&G sells to more than 180 countries according to P&G's 2017 Annual Report on Form 10-K. Given the numbers of countries where P&G management operates on-the-ground is not public, we estimate half for simplicity 10-#11Confidential-Not for Reproduction or Distribution P&G Case Study: Simplification Dramatically Improved Performance Significant improvement in financial performance Increased organizational accountability and agility • Market share losses to market share gains • Improved product superiority and overall brand health(") P&G Financial Performance FYE June Sales % Organic Growth Core EPS (as Reported) % Growth Avg. Organic Growth 6% 2% 2014-2018 Com CPD Sales 2019-2021 2014 $74.4 3% $4.22 Trian invested 11/16 1 2015 $70.7 2% Results $4.02 Fre 2016 $65.3 1% $3.67 (9%) 1 Nelson Joins Board 3/18 1 2017 $65.1 2% $3.92 7% 2018 $66.8 1% $4.22 8% Global P&G Monthly Value Share vs. Year Ago kanya dan t Fr -Անկարանը կա Nelson Departs Board 10/21 2019 $67.7 5% $4.52 7% 20% 2020 $71.0 6% $5.12 13% Adj. EBIT Margin 2014 2021 $76.1 6% $5.66 11% 24% 2021 75% by S2001 -11-#12Confidential-Not for Reproduction or Distribution Trian Has Developed Strong Relationships with Company Boards and Management Teams Following Prior Proxy Contests • Trian has been involved in three proxy contests(¹); -(i) Heinz in 2006, (ii) DuPont in 2015; and (iii) P&G in 2017 . In all three, we heard substantially the same rhetoric from the companies and their advisors prior to the proxy contest. However, management's views of Trian and Nelson Peltz changed dramatically after we began to work with them to enhance shareholder value - We subsequently developed strong and positive relationships with all three boards and management teams PRIOR to Vote Heinz The company is at a key inflection point and we cannot afford to let the Board and management be diverted from our progress and plan by creating a dysfunctional and destabilizing environment. -Heinz, June 2006 I said to another CEO who had called me and inquired about Nelson, that if I were to form the board today, Nelson would be one of the first Directors I'd ask to serve because he is an insightful, communicative, enthusiastic, energetic and available Director." AFTER Trian Involvement Bill Johnson, Heinz CEO, March 2008 QU PONT Trian has chosen this path (a proxy contest] with the potential to disrupt our Company at a key stage of execution against our plan -DuPont Press Release, Jan 2015 1 have the highest regard for Nelson Peltz and Ed Garden. Since becoming CEO of DuPont, I have talked many times with the Trian team and appreciate their insights on strategy and operations, as well as the collaborative and productive manner in which they have engaged with us." -Ed Breen, DuPont CEO, July 2017 P&G TP&G] is in the best position to continue building a better Company without adding Mr. Peltz to the Board. Now is the time to focus on accelerating results, and prevent anything from derailing the work that is delivering improvement." -David Taylor, P&G CEO August 1, 2017 "From day one, Nelson has been a focused, colaborative member of P&G's Board Working in concert, Nelson and the Board have constructively provided perspective and expertise to help me and P&G's senior leaders navigate a challenging external environment and maintain long-term competitive advantage for the benefit of many stakeholders. I'm grateful for his service and the collaborative partnership we've developed over the past few years... -David Taylor, P&G CEO, Aug 2021 Source SEC Eings and press releases Note (1) Following the proxy contests. Nelson Peltz served on the Heinz Board from 09/15/06 to 00/07/13 and the P&G Board from 03/01/18 to 10/12/01. -12-#13Confidential-Not for Reproduction or Distribution Disney's Total Shareholder Return ("TSR") Consistently Underperforms 478% Company Proxy Peers 26% S&P 500 10-Year A: (371%) 223% S&P 500 3-Year A: (116%) -- Company Proxy Peers (9%) A: (25%) -A: (60%) -- 107% Disney Disney (34%) 56% S&P 500 S&P 500 (15%) 5-Year -A: (66%)- 26% Company Proxy Peers A: (37%) 1-Year Company Proxy Peers (35%) A: (24%). A: (4%) Disney (10%) Disney (39%) Source: FactSet as of 1/10/23 Note: Total Shareholder Reture (TSR) defined as the total return an investor would receive if they purchased one share of stock on the first day of the measured period indusive of share price appreciation and dividends paid. "Company Proxy Peers includes hine other major media' peers as defined in Disney's FY 2021 Proxy Statement and consists of Alphabet, Amazon, Apple, AT&T. Comcast Discovery (Wamer Bros. Discovery), Meta Platforms, Netflix and ViacomCBS (Paramount. We highlight the S&P 500 here only as a widely recognized index, however, for various reasons the performance of the index and that of the securities mentioned above may not be comparable. One cannot invest directly in an index -13-#14Confidential-Not for Reproduction or Distribution Disney's Financial Performance Has Been Disappointing $mm, except per share data Adj. Revenue SG&A Cost of Services & Products $32,726 % revenue 551% % revenue Adj. EBITDA % margin Free Cash Flow % conversion of revenue Adj. EPS) Avg. Diluted Shares (mm) Dividend per Share Change in Financial Performance Since 2018 Net Leverage FY2018 FY2022 $59,434 $83,745 $8,860 $16,388 14.9% 19.6% $17,956 $13,772 30.2% 16.4% $9,830 16.5% $7.08 $54,401 65.0% $1.68 0.9x $1,059 1.3% 1,507 1,827 $3.53 $0.00 2.7x YOY Change FY18-22 41% 66% 990 bps 85% 466 bps (23%) (1,377 bps) (89%) (1.527 bps) (50%) 21% (100%) 187% Underlying Change in Performance • $24bn revenue increase driven by the 21st Century Fox deal, record Parks performance, and aggressive streaming pivot, but ignored the rest of the income statement . . . $22bn increase in "COGS and a 990 basis point increase in "COGS) as a % of revenue . $8bn increase in SG&A and a 466 basis point increase in SG&A as a % of revenue • $9bn decrease in reported free cash flow and a 1.527 basis point decrease in % conversion of revenue $4bn decrease in Ad EBITDA and a 1,377 basis point decrease in Ad). EBITDA margin, despite all-time high Parks profitability 50% cut in Adi EPS the most directly comparable metric of change in performance over this period Significant share dilution driven by the 21st Century Fox deal • Complete elimination of the dividend paid for-57 years 1.7x turns of net leverage added Source SEC fings Note: (1) Relemed to as "COGS" (e, Cost of Goods Sold) in "Underlying Change in Performance notes: excludes D&A (2) Defined as Sales, General and Administrative expenses (3) Defined as Earnings before interest, Taves, Depreciation & Amortization, includes equity income (4) Defined as Eamings Per Share -14-#15Confidential-Not for Reproduction or Distribution FY 2023 Guidance Raises Serious Questions . Can management forecast appropriately? • Does Disney have the ability to effectively manage its business? . Why didn't Disney's CFO issue a warning beforehand? Revenue Guidance ($mm) $94,192 FY2023E Consensus 5% Lower $89,340 FY2023E Guidance Operating Income Guidance ($mm) 13% Lower $15,026 FY2023E Consensus (¹) $13,091 FY2023E Guidance "The biggest controversy from last night's Disney F4Q 2022 earnings call was management guidance that FY 2023 segment EBIT would grow in the high single digits vs. consensus growth of +25% and our own estimate of +34%. Rarely have we ever been so incorrect in our forecasting of Disney profits. Given the company's confidence that Parks trends appear resilient, it appears that the culprit for the massive earnings downgrade is much higher than expected DTC losses and significant declines at Linear networks." November 9, 2022 MOFFETTNATHANSON Source SEC fings, Company transcripts, Wall Street research. Note: (1) Represents Wall Street Consensus mean estimates before Disney's FY 2022 earnings release as of 10/01/2022 (2) FY2023E Guidance assumes FY 2022A revenue and operating income grow at a high single-digt percentage rate versus fiscal 2022 per management commentary on Disney's FY 2022 earnings call held 11/08/2022. gures represent the midpoint of 7-9% growth - 15-#16Confidential-Not for Reproduction or Distribution Disney Has Underperformed Under this Board's Watch • While Bob Iger just "re-joined" the Board, he has essentially served on the Board since 2000 with only a short respite from January - October 2022 (-10 months) . There are still several current directors and members of management who oversaw and approved some of Disney's worst corporate governance and strategic failures, including overpaying for the Fox acquisition, the expanding streaming losses, and "over-the-top" compensation packages granted to Bob Iger Disney Director Robert A. Iger(¹) Susan E. Arnold Maria Elena Lagomasino Mark G. Parker Mary Teresa Barra Safra A. Catz Francis A. de Souza Michael B.G. Froman Derica W. Rice Amy L. Chang Calvin R. McDonald Carolyn N. Everson(2) Tenure (Yrs) ~22 16 7 7 5 5 5 4 4 2 2 <1 Disney TSR During Tenure 270% 225% (12%) 2% (2%) (11%) (11%) (12%) (15%) (47%) (47%) (2%) S&P 500 TSR During Tenure 333% 263% 113% 130% 76% 52% 52% 47% 52% (4%) (4%) (1%) Difference (63%) (37%) (124%) (128%) (79%) (63%) (63%) (59%) (67%) (42%) (42%) (2%) Source SEC fings FactSet as of 1/1023 Note: Board members shown represent Disney's cument Board composition as of December 2002: Total Shareholder Retum (TSR) defined as the total return an investor would receive if they purchased one share of stock on the first day of the measured period, inclusive of share price appreciation and dividends paid (1) TSR Measured from January 2000, when Iger was named President and Chief Operating Officer, as well as a member of Disney's Board of Directors (2) Joined Disney's Board effective November 2022 16-#17Confidential-Not for Reproduction or Distribution A Strong Case for Change at Disney Capital Allocation Since 2018, EPS has been cut in half despite $162bn spent on M&A, capex and content approximately equal to Disney's entire current market cap - Management has shown poor judgment on recent M&A including overpaying for the $52bn 21st Century Fox ("Fox") assets(1) and bidding aggressively for Sky Increased financial leverage and deteriorating cash flow resulted in eliminating the dividend, even as COVID receded and parks EBITDA surpassed historical levels 2 Corporate Governance - Poor shareholder engagement - Disney's Board and leadership consistently failed on succession planning "Over-the-top" compensation practices 3 Corporate Strategy and Operations - Flawed Direct-to-Consumer ("DTC") strategy struggling with profitability, despite reaching similar revenues as Netflix and having a significant intellectual property ("IP") advantage - Lack of overall cost discipline Overearning in the Parks business to subsidize streaming losses Source SEC fings Fact Tran analysis which can be found in subsequent pages Note: (1) Represents the 571bn equity purchase price of Fox less 50 6bn of acquired net cash and less the proceeds from deal-related divestitures including $11bn of RSN sale proceeds, $4bn proceeds received from the sale of YES, less equity investments including the book value of investments in Endemol Shine ($180mm), OratKings ($95mm) as of 6/30/18 (Form 8-K filed by Disney dated 3/27/10), Jess Hulu investment (bn) based on the repurchase of AT&T's 10.0% stake in April 2019 for $1.43bn, implying total Hulu valuation of $14.3bn. Fox held a 30% stake at the time of acquisition by Disney 17-#18Confidential-Not for Reproduction or Distribution Disney's M&A and Growth Investments Have Been Earnings Dilutive While Disney's growth investments and M&A have contributed to total revenue growth of 41% between FY 2018-22, EPS has declined 50% over the same period Incremental Invested Capital ($bn) $75 $18 $5 $52(1) -$162bn Cumulative = DIS Market Cap Today $24 $20 $29 $25 M&A CapEx Content Spend $35 $30 $4 $5 FY 2019A FY 2020A FY 2021A FY 2022A Disney Adjusted EPS $7.08 FY 2018A Reduced 50% $3.53 FY 2022A Source SEC fings, Facto Note: (1) M&A invested Capital calculated as the $71bn equity purchase price of Fox less 50 ton of acquired net cash and less the proceeds from deal-related divestitures including $11bn of RON sale proceeds 54bn proceeds received from the sale of YES, less eauty investments including the book value of investments in Endemol Shine ($188mm. DratKings ($95mm) as of 6/30/18 (Form 6K Ned by Disney dated 3/27/19, less Hulu investment (54bn) based on the repurchase of AT&T's 10.0% stake in April 2019 for $1.43bn, implying total Hulu valuation of $14.36 Fax held a 30% stake at the time of acquisition by Disney -18-#19(1) Confidential-Not for Reproduction or Distribution Disney Materially Overpaid For The Fox Assets d (7) 6 • Disney appears to have paid 26.5x 2018A EBITDA for Fox's traditional media assets (excl. Hulu) whereas comparable media transactions were completed at 11.9x LTM EBITDA(¹) • The Fox deal created a massive incremental goodwill balance of -$50bn • Disney had to rely on an ultra-aggressive $2bn synergy assumption, which would imply a doubling of Fox's EBITDA, to justify the deal . While difficult to quantify, we believe that Fox's earnings power has deteriorated post-deal, implying an even higher multiple paid than the 26.5x paid at closing (see following pages) Sbn Fox Equity Purchase Price ($38/share)(2) (+) Acquired Net Debt / (Cash)(3) (-) Equity Investments(4) Adj. Fox EV (-) RSN sale (-) Yes Network Remaining Fox EV (-) Hulu Stake(8) Fox Traditional Media EV (Film/TV) EV $71.3 ($0.6) ($0.3) $70.4 ($10.6) ($3.5) $56.3 ($4.3) $52.1 2018A EBITDA TFCF 2018A EBITDA from Disney Form B-K fed 8/23/1 Purchase price of $10 on divided by RSN LTM EBITDA of $1.7bn Sinclair Broadcasting Group, Inc. press release dated 5/3/19) $4.0(5) ($1.7) ($0.3)(7) $2.0 4 26.5x , Represents median of un-edited precent transactions analysis on an Enterprise Value /LTM EBITDA basis uned by one of Fax's Board advisors (Centerview in the rendering of their faimess opinion found in Disney's Form 5-4 fied 6/28/18 From Disney press release and investor call transcript dated 6/2018 Represents the net of $19.2bn dect assumed and $19 bn cash acquired in the 21st Century Fox acquisition post-Sky stake sale (The Walt Disney Co. Form 8-K Fied 3/20/19 (4) Includes book value of investments in Endemol Shine ($180mm) and DraftKings (35mm) as of 6/30/18 (Form 6-K filed by The Walt Disney Co. dated 3/27/19 excludes Hulu (shown below EV / EBITDA Multiple $2.0 17.6x 6.2x(6) 10.4x Total RN EBITDA (including YES, Fox Sports Mexico & Bras) of $2 Obn as of 900/18 (Disney Form 8-K fed 8/23/1 less $1.7on of Sinclair RSN EBITDA Note we assume Fox Sports Mexico & Bran do not generate substantial EDITDA and we do not factor in their potential purchase prices into this analysis given lack of disclosure on assel-level EBITDA or potential purchase prices. Huu repurchased AT&T's 100% state in Apr 2019 for $1.436n, implying total Hulu valuation of $14.30 TFCF held a 30% stake at the time of its acquisition by Disney 19-#20Confidential-Not for Reproduction or Distribution Fox Acquisition Has Not Delivered Promised Financial Benefits • Disney's 2022 operating profit, excluding Parks, Experiences and Products ("ex-DPEP") of $3.1bn is 74% below the pro forma operating profit of $11.8bn at the time of the acquisition in 2018 • Even excluding streaming losses, Disney's ex-DPEP operating profit appears to be $6bn lower today than the pro forma operating profit at the time of the acquisition . This begs the question, is there a large Fox write-down on the horizon? Disney ex-DPEP EBIT (1) $13.3 $1.501 $bn $9.4(2) Disney ex-DPEP EBIT FY18 $1.9 Fox EBIT FY18 $2.0 Synergies $11.8 Pro forma ex-DPEP EBIT Hulu I Consolidation (74%) How does Disney explain -$6bn of missing EBIT? $7.1 $4.0 $3.1 Disney ex-DPEP EBIT FY22 Streaming Losses Source SEC fings Note (1) includes Corporate (2) Excludes $580mm equity in the loss of investees from Hulu (3) Consolidated Hulu esmings based on the Unaudited Pro Forma Condensed Combined Datements of income of The Walt Disney Company found in Disney's Farm 8-K Sied on 08/29/19 -20-#21Confidential-Not for Reproduction or Distribution Fox Acquisition Increased Disney's Leverage Dramatically • Investors are still paying for the Fox deal as Disney works to reduce its leverage • Disney is also expected to buy Comcast's $9bn(¹) stake in Hulu in 2024, which will keep its leverage profile well above historical levels for years Disney Net Financial Leverage $42 $41 $bn That balance sheet is the balance sheet from hell...doing nothing about it, except for spending more than they have." Jim Cramer Nov 17, 2022-Cramer's Investing Club $13 0.8x $16 0.9x $21 1.3x $17 0.9x 2.5x 4.2x $38 4.0x $37 2.7x Estimates $33 2.1x $35 1.9x FY15A FY16A FY17A FY18A FY19A FY20A FY21A FY22A FY23E FY24E Net Debt-Net Debt / EBITDA Source SEC sings, FactSet as of 1/1023 (1) Minimum foor valuation determined by PutCall agreement. (2) Estimated net debt calculated by adding ad consensus tee cash fow to prior year net debt net leverage ratio calculated off consensus EBITDA, Assumes the purchases of the remaining CamTech stake in FY23 and the remaining Hulu stake for $2bn in FY24 are financed through debt incremental interest expense from these debt funded acquisitions assumes a 5.5% interest rate (in line with current market conditions), tax adjusted at a 25% nomalized tax rate - 21-#22Confidential-Not for Reproduction or Distribution An Acquisition of Sky by Disney Would Have Permanently Impaired Shareholder Value... • Disney's final bid in September 2018 valued Sky at £34bn; some analysts today estimate it is currently worth -£9bn(¹), 73% below Disney's final offer LTM EBITDA Multiple - This bid represented a 46% premium to Disney's original offer and a 104% premium to the Unaffected Sky share price - another example of poor M&A judgement Implied Sky Enterprise Value £20bn 9.1x Sky Unaffected £7.69 / Share BERNSTEIN £25bn 11.5x Disney Original Offer September 24, 2018 - Todd Juenger £34bn 16.2x Disney Final Offer £15.67 / Share £10.75/Share 40% Premium to Unaffected 104% Premium to Unaffected 46% Premium to Original £37bn 17.5x Comcast Final Offer £17.28/Share Some research analysts i currently value Sky at i -4.3x LTM EBITDA) £9bn Sky Current Valuation (¹) "We never understood why this lower growth, lower return (and lower multiple) business with undeniable long-term structural risks would enhance Disney's asset mix or contribute to Disney's DTC transformation. By allowing Comcast to prevail in the Sky bidding war, Disney avoided paying a massive premium for a business which is primarily a European DBS distributor" Source SEC fings Company fings, FactSet, Wall Street Research. Note: Unaffected and Original offer valuations based on Sky 2016 Annual Report Sky Dec-18 LTM EBITDA based on Sky 2016 & 2017 Annual Report. Final offer valuations based on final offer diluted share count reported by Comcast Form 8-K fied with the SEC dated 9/24/18 Sky Jun-19 LTM EBITDA reported per Sky 2018 Annual Report. (1) - EV or 4.3x LTM EBITDA multiple represents the implied average LTM valuation applied by Cis and Goldman Sachs for the Sky segment of Comcast based on their SOTP valuations Converted to GBP at the average USD/GBP FX rate between 90021-90022-0819 -22-#23Confidential-Not for Reproduction or Distribution ...and Would Have Put Even More Stress on Disney's Balance Sheet • Had Disney purchased Sky on top of the Fox deal, Disney would have paid -$100bn at a combined transaction multiple of -20x EV/EBITDA . Pro forma, it would have added -$67 bn of net debt to its balance sheet . We estimate pro forma net leverage would be at -5x today, reflecting Disney's lower run-rate EBITDA compared to FY 2018 Fox + Sky Transaction Overview (9/30/18 LTM) Sbn, except share amt Offer Price/Share (x) Shares Equity Purchase Price (+) Net Debt & Other Adj. EV LTM EBITDA Adj. EV /LTM EBITDA Fox $38.00 $21.10 1.88 1.77 $71 $37 ($19) $9 $52 $46 $2.0 26.5× $2.8 16.2x Fox + Sky $109 $98 $4.8 (20.4x 0.9x Disney Standalone $17 $17.8 $bn Net Debt EBITDA Disney Net Leverage Pro Forma - 9/30/18 LTM 3.7x Disney + Fox & Sky $84 $22.6/20 Pro Forma - Current (5.1x Pro forma FY 2022 $83(3) $16.4 Source SEC ings Company fings, FactSet Note: (1) Sky valuation based on final reported bid of £15.67share and diluted share count reported by Comcast Form SK fied with the SEC dated 24/18 Sky share price and financials converted to USD at the average GBPUSD FX rate between 6/30/17-6/30/18-1347. (2) Fox LTM EBITDA adjusted for the divestiture of RNs and YES Network, assumes Fox Sports Mexico & Brazil do not generate substantial EBITOA and we do not factor in their potential purchase prices into this analysis given tack of disclosure on asset-level EBITDA or potential purchase prices; Sky Jun-18 LTM EBITDA reported per Sky 2018 Annual Report (3) Pro forma net debt calculated as the sum of Disney's FY 2022 net debt plus estimated Sky-related net debt of $46. 5on, which assumes Disney incurred $48bn of incremental net debt upon completion of the Sky transaction, equivalent to the bransaction enterprise value adjusted to include our estimate of Sky's cumulative FCF of ($500mm) over the last three years using the Sky segment financials disclosed in Comcast's Sings -23-#24Confidential-Not for Reproduction or Distribution Earnings and FCF are Not Expected to Recover to 2018 Levels for Another 3+ Years Disney's Adj. Diluted EPS - Consensus (FY) Despite benefiting from significant price inflation across its divisions, Disney's EPS has consistently remained lackluster $7.08 $5.76 $2.29 $2.02 $3.53 $4.14 $6.37 $5.29 '18A '19A 20A 21A 22A 23E 24E 25E Source SEC fings FactSet Wall Street estimates as of 1/1023 Disney's Free Cash Flow - Consensus (FY) Disney's free cash flow profile has deteriorated to the point that it had to eliminate its dividend and has provided no timetable to when it will be reinstated $10.6 $9.8 $1.1 $3.6 $2.0 $1.1 $4.9 $7.3 18A 19A 20A 21A 22A 23E 24E 25E We believe that Disney no longer values free cash flow and that needs to change -24-#25Confidential-Not for Reproduction or Distribution Disney Had a History of Increasing its Dividend . In 2020, Disney eliminated its dividend as it faced cash flow challenges caused by the COVID-19 pandemic, significant streaming investments and its over-levered balance sheet . Prior to 2020, Disney had paid a dividend for 57 straight years, with emphasis placed on growing the dividend . Disney has not provided a timetable for restoring the dividend beyond "achieving pre-Fox leverage levels," which could take years Disney's Historical Annual Dividend per Share (FY) $1.76 $0.35 $0.40 $0.60 $0.75 $0.86 $1.37" $1.42 $1.56 $1.68 FY19 Dividend Represented $2.9bn to Shareholders $0.88 $0.00 $0.00 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Source SEC fings, FactSet Nota: (1) Represents annualized FY 2015 dividend normalized to reflect the impact of Disney's transition to a semi-annual dividend from an annual dividend -25-#26Confidential-Not for Reproduction or Distribution Disney's Shareholder Engagement Process, or Lack Thereof, is Indicative of Poor Governance Why did Bob Iger and the Board invite Nelson to meet in person three years ago to hear his views on Disney and barely give him the same opportunity three years later? . In our view, Disney's shareholder engagement process has been among the worst (if not the worst) of all the companies we have interacted with ▪ It's important for shareholders to know that Trian has a constructive history with Disney and Bob Iger. In September 2019, Nelson Peltz spoke with the Board, at the invitation of Bob Iger, about his views on the Company • In November 2022, Trian started a discussion with Bob Chapek about the challenges and opportunities facing the Company and requested a board seat for Nelson . Shortly after our conversation, the Board abruptly fired Bob Chapek and since Mr. Iger was re-hired, the Company has barely interacted with Nelson. After one short call with management, Disney rejected Nelson's request for a board seat outright. Notably. Disney did not even allow Nelson to meet any directors prior to turning down his request until we flagged that it was a highly questionable decision to jump to a decision without hearing us out • In every engagement where Trian has asked for board representation, we were invited to in-person meetings and extensive interviews with management and the board -26-#27Confidential-Not for Reproduction or Distribution The Succession Process is Broken • Disney has failed to execute on succession planning - one of the most important responsibilities of a public company Board ▪ On November 20th, Disney announced that Bob Iger was rehired as CEO, effective immediately, less than three years after he stepped down (but remained Executive Chairman) - Disney's board reportedly reached out to Iger on Friday (November 18th). On Sunday (November 20th), Disney announced the rehiring • The fact that Bob Chapek was abruptly fired five months after the Board unanimously agreed to extend his contract by three years suggests the Board lacks a robust CEO succession process and completely misread the state of Disney's & Bob Chapek's performance • Even more puzzling, if streaming was to be Disney's central focus, why was Bob Chapek ever made CEO to begin with? - The initial decision itself appears flawed given Bob Chapek's lack of experience on the media side of the business, which led to Bob Iger being appointed as Executive Chairman and head of "creative endeavors," preventing Bob Chapek from establishing himself as the clear leader of the organization "Disney was dealt a tough hand by the pandemic, yet with Bob [Chapek] at the helm, our businesses from parks to streaming-not only weathered the storm, but emerged in a position of strength. In this important time of growth and transformation, the Board is committed to keeping Disney on the successful path it is on today, and Bob's leadership is key to achieving that goal. Bob [Chapek] is the right leader at the right time for The Walt Disney Company, and the Board has full confidence in him and his leadership team." Source Company press releases, Bloomberg CNBC Susan Arnold, The Walt Disney Company - Chair of the Board June 28, 2022 -27-#28Confidential-Not for Reproduction or Distribution CEO Succession Has Been a Long Time Issue for Disney's Board . Most notably, the Board extended Bob Iger's agreed upon retirement date five separate times between October 2011 and December 2017 . By continuing to extend Bob Iger's contract, rather than actively developing potential successors, we believe several well-regarded candidates left the Company, including Tom Staggs, Jay Rasulo and Kevin Mayer . Further, appointing Bob Iger as Executive Chairman for 2 years as an outgoing CEO in our view was a very risky corporate governance decision as it set up his successor to fail with the prior CEO constantly watching over their shoulders - this is exactly what transpired October 2011 July 2013 October 2014 March 2017 December 2017 February 2020 November 2022 Bob Iger Transition Timeline Bob Iger signs contract extension where he will remain Chairman & CEO through March 31, 2015 and will serve as Executive Chairman through June 30, 2016 Signs contract extension where he would step down as Chairman / CEO by June 2016 Signs contract extension to remain Chairman / CEO through June 2018 Signs contract extension to remain Chairman / CEO through July 2, 2019; also granted a three-year consulting agreement upon retirement Signs contract extension to remain Chairman / CEO through December 2021 Disney names Bob Chapek CEO; Bob Iger to become Executive Chair through December 2021 and will direct the Company's "creative endeavors" Disney names Bob Iger CEO, effective immediately, and will remain CEO through December 2024 Source: SEC Sings Press releases Bloomberg CNBC. - 28-#29Confidential-Not for Reproduction or Distribution Executive Compensation Must be Aligned with Performance • From FY17-FY21, Bob Iger received $216mm(¹) in total compensation despite Disney's poor TSR • Iger's compensation would have been even higher had shareholders not voted against the pay package that he received in December 2017 as a "reward" for the Fox deal -The Board agreed to reduce his compensation in order to increase its say on pay vote and appease shareholders Iger was set to earn up to an estimated $423mm over four years in the original pay package(2) Bob Iger Compensation Detail - FY17- FY21 ($mm) Total Compensation ($mm) $36.3 $15.2 $8.3 $9.0 $1.3 $65.6 $18.0 $8.3 $35.4 FY 2018A -$1.1 $47.5 $21.8 $9.6 $10.1 $21.0 FY 2019A FY 2017A Salary Option Awards Change in Pension & Deferred Comp Other $9.6 $7.0 $1.6 $45.9 $22.9 $9.3 $9.5 $3.0 FY 2021A FY 2020A Stock Awards Non-equity Incentive Plan Comp $423(2) Represents delta between Iger's I actual reported ! comp and the I estimated high-end ! of the original Iger! -$243 pay package $180 FY18-FY21 Total Iger Comp $180 Estimated Max Iger Comp Propsed Source SEC Sings FactSet Note: Total Shareholder Retum (TSR) defined as the total retum an investor would receive if they purchased one share of stock on the first day of the measured period indusive of share price appreciation and dividends paid (1) Aggregate compensation as reported in the "Summary Compensation Table of the provy statements filed by Disney relating to fiscal years 2017-2021. (2) Based on 155 Analytics analysis provided to Reuters at their request, ched in the Reuters article "After pay vore Disney investors question iger's rich coal" published 03/16/18. Before shareholders were able to pressure the Board to reduce iger's pay package -29-#30Confidential-Not for Reproduction or Distribution Disney's Streaming Strategy: Ready, Fire, Aim? • We are concerned with how Disney's streaming strategy has evolved under the Board's oversight • While we believe Disney+ started as a niche DTC extension of Disney's franchise "flywheel," it has rapidly shifted to the core distribution channel for the majority of Disney's IP, leading Disney to significantly ramp up investment to drive new subscriber growth at all costs . However, in our view, management failed to effectively communicate the financial rationale behind the strategic pivot, as the profitability guidance has not changed while the change in strategy put significant stress on Disney's balance sheet and cash flow profile Disney+ Target Guidance - FY 2019 vs. Current FY 2019 Current Disney Targets FY 2024 Subs (mm) FY 2024 Content Spend Profitability Guidance Year Source Company transcripts, Wall Street Research 60-90 -$2.5bn FY 2024 230-260 $9bn+ FY 2024 Change -3x -4x No Change -30-#31Confidential-Not for Reproduction or Distribution Disney Has Lost $11bn in Streaming to Date with More Losses Coming • Since 2017, Disney has lost a cumulative $11bn in its streaming business • Management expects the streaming business to break even in 2024, which means two more years of expected losses FY 2018A ($0.5) Disney Cumulative DTC Segment Losses ($bn) FY 2019A ($2.2) ($2.7) FY 2020A FY 2021A FY 2022A FY 2023E ($2.9) ($5.6) Cumulative Streaming Losses Have Grown to $11bn and are Expected to Reach -$15bn Source SEC fings FactSet Wall Street estimates as of 1/10/23 Note: Figures represent reported Direct-to-Consumer segment operating profit/dows) ($1.7) ($7.3) ($4.0) ($11.3) ($3.0) ($14.3) FY 2024E ($0.6) ($14.9) -31-#32Confidential-Not for Reproduction or Distribution Disney Does Not Leverage its Substantial Scale in Streaming • Disney is guiding to DTC operating profit "breakeven" in 2024, when the market expects the business to generate -$29bn of revenue • We are surprised that Disney's best-in-class IP, franchises, and scale have not led to in-line, if not superior, unit economics compared with Netflix, which generally lacks high quality, franchise IP Revenue Operating Profit (1) Margin): ((21.9%) $19.6 Disney's DTC Segment ($ in bn) ($4.3) (14.0%) $23.9 In FY24, Disney is expected to have ~90% of Netflix's current LTM revenue... but still lose money (3.6%) $28.4 ($1.0) ($3.4) FY 2022A FY 2023E Source SEC Sings, FactSet Wall Street estimates as of 1/10/23 Note: (1) Disney Operating Profit and Margin adjusted to include allocations of corporate expense based on % of FY 2022A Sales FY 2024E 2.7% $34.0 $0.9 Netflix ($ in bn) FY 2025E 18.2% $31.5 $5.7 NETFLIX LTM Sept-22 -32-#33Confidential-Not for Reproduction or Distribution Disney's Current Streaming Strategy is Leading to Inefficiencies • Disney's DTC segment appears to be less cost efficient than Netflix NFLX generates +61% more revenue than DIS in streaming +61% $19.6 $31.5 Revenues ($bn) NFLX spends +34% more on programming & production costs than DIS +34%) $14.2 $19.0 Programming & Production Costs ($bn)(¹) NFLX spends -30% less on "other expenses" than DIS -30% $9.7 $6.8 Other Expenses ($bn) (2) ...and NFLX EBIT margins are -4,000bps higher than DIS 18.2% (21.9%) EBIT Margin (2) +40% Netflix (LTM Sept-22) Disney (FY 2022) Source SEC Sings Note: Netflix cost disclosures include D&A expense (1) Represents Programming and Production Costs for Disney and Cost of Revenues for Netflix (2) Disney DTC segment "Other Expenses calculated as the sum of reported Other Operating Expenses, Selling General Administrative & Other, and Depreciation & Amortization expenses, adjusted to include allocations of corporate expense based on % of FY 2022 Sales Netflix Other Expenses calculated as the sum of reported Marketing Technology & Development, and General & Administrative expenses EBIT margins calculated as "Revenue less Programming & Production Costs less Other Expenses. -33-#34Confidential-Not for Reproduction or Distribution We Believe Disney Lacks Cost Discipline as an Organization . Despite management's rhetoric, we believe Disney has never thoroughly reviewed its cost structure, as evidenced by the fact that over the last three years costs have outpaced sales growth by -400bps Disney Sales -($bn) Disney Costs-($bn) $69.6 FY 2019 CAGR: 6% $83.7 Source SEC sings transcripts Note: "CAGR represents compounded annual growth rate FY 2022 D&A Operating Costs $57.8 $4.2 $53.6 FY 2019 CAGR: 10% $76.0 $5.2 $70.8 FY 2022 CAGR 7% 10% We're really going to try to get the algorithm right to cut where we can and not necessarily do things the same way. As I mentioned, we're also using technology to reduce some of our operating costs, and that gives us a little bit of headroom also to absorb some inflation. But we're really trying to use our heads here to come up with a way to kind of mitigate some of these challenges that we have." Christine McCarthy, The Walt Disney Company - Senior EVP & CFO November 10, 2021-FY 2021 Earnings Call -34-#35Confidential - Not for Reproduction or Distribution We Fear Disney is "Over-earning" in Domestic Parks to Subsidize Streaming Losses • Disney has historically relied on price to drive growth and margin at domestic Parks, which we believe is an unsustainable growth strategy Before the COVID-19 pandemic, Disney's domestic Parks had grown per capita guest spend at a 6% CAGR (from 2011-2019) with more muted attendance growth... this has shifted dramatically with management noting that per capita spending grew nearly 40% vs. fiscal 2019" on its FY 2022 earnings call • The recurring issues and complaints related to Disney "Cast Member" wages (2) while the Parks business experiences rapid margin expansion further our concerns it is over-earning Valuable employees are a crucial component of driving better guest experiences Domestic Parks Operating Income(¹) Operating Income ($mm) $5,397 $4,412 FY 2019 FY 2022 Operating Margin 25.4% FY 2019 26.8% FY 2022 Domestic Parks % of Disney Operating Income(¹) Domestic Parks All Other Businesses 70% 30% FY 2019 56% 44% FY 2022 Disney may believe that price increases and "nickel-and-diming" of Cast Members and other costs is good for the bottom line... however, we suspect it is short-term thinking that puts the brand value and long-term health of the business at risk Source SEC fings and transcripts, Bloomberg. New York Post Note: (1) Adds back $66mm aperating income impact from Hurricane lan to FY 2022 operating income and margin (2) As reported by the New York Post in their article tited Why working at Dianey, the Happiest Place on Earth is a misery for many published 12/17/22 -35-