Disney Shareholder Engagement Presentation Deck
Disclaimer
Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding mandates, the future, business and strategic plans, financial performance
and other statements that are not historical in nature. These statements are made on the basis of the Company's views and assumptions regarding future events and business performance and plans as of the time the statements are made. The
Company does not undertake any obligation to update these statements unless required by applicable laws or regulations, and you should not place undue reliance on forward-looking statements.
Actual results may differ materially from those expressed or implied. Such differences may result from actions taken by the Company, including restructuring or strategic initiatives or other business decisions, as well as from developments
beyond the Company's control, including: further deterioration in domestic and global economic conditions; deterioration in or pressures from competitive conditions; consumer preferences and acceptance of our content, offerings, pricing
model and price increases and the market for advertising sales on our DTC services and linear networks; health concerns and their impact on our businesses; international, regulatory, political or military developments; technological
developments; labor markets and activities; adverse weather conditions or natural disasters; legal or regulatory changes; each such risk includes the current and future impacts of, and is amplified by, COVID-19 and related mitigation efforts.
Such developments may further affect entertainment, travel and leisure businesses generally and may, among other things, affect (or further affect, as applicable): our operations, business plans or profitability; and demand for our products
and services.
Additional factors are set forth in the Company's Annual Report on Form 10-K for the year ended October 1, 2022 under the captions "Risk Factors," "Management's Discussion and Analysis," and "Business," and subsequent filings with the
Securities and Exchange Commission, including, among others, quarterly reports on Form 10-Q.
Additional Information and Where to Find it
Disney has filed with the SEC a preliminary proxy statement on Schedule 14A, containing a form of WHITE proxy card, with respect to its solicitation of proxies for Disney's 2023 Annual Meeting of Shareholders. The proxy statement is in
preliminary form and Disney intends to file and mail a definitive proxy statement to stockholders of Disney. This communication is not a substitute for any proxy statement or other document that Disney has filed or may file with the SEC in
connection with any solicitation by Disney.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY DISNEY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. Investors and security holders may obtain copies of these documents and other documents filed with the SEC by Disney
free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Disney are also available free of charge by accessing Disney's website at www.thewaltdisneycompany.com.
Participants in the Solicitation
This communication is neither a solicitation of a proxy or consent nor a substitute for any proxy statement or other filings that may be made with the SEC. Nonetheless, Disney, its directors and executive officers and other members of
management and employees may be deemed to be participants in the solicitation of proxies with respect to a solicitation by Disney. Information about Disney's executive officers and directors is available in Disney's preliminary proxy
statement for its 2023 Annual Meeting, which was filed with the SEC on January 17, 2023, and will be included in Disney's definitive proxy statement, once available. To the extent holdings of Disney securities reported in the proxy statement
for the 2023 Annual Meeting have changed, such changes have been or will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are or will be available free of charge at the SEC's website
at www.sec.gov.
Non-GAAP Financial Measures
This presentation presents EBITDA, net debt and net leverage, all of which are important financial measures for the Company, but are not financial measures prepared in accordance with GAAP. These measures should be reviewed in
conjunction with the most comparable GAAP financial measures and are not presented as alternative measures of total debt, segment operating income or cash provided by continuing operations as determined in accordance with GAAP.
EBITDA and net leverage as we have calculated them may not be comparable to similarly titled measures reported by other companies.
The Company defines EBITDA as segment operating income minus corporate and unallocated shared expenses plus depreciation and amortization plus equity-based compensation minus minority interest. EBITDA is used in the calculation of net
leverage defined below. The Company defines net debt as total borrowings less net debt issuance discounts, costs and purchase accounting adjustments less cash and cash equivalents. Net debt is used in the calculation of net leverage defined
below. The Company uses net leverage (net debt divided by EBITDA) to regularly assess its capital structure and make decisions related to capital allocation. Net leverage is commonly used by investors and other market participants to evaluate
and compare leverage between companies.
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