November 11, 2021

ESTIMATE CHANGE

Content Creators/Owners LAURA MARTIN, CFA & CMT

(917) 373-3066
Disney (Walt) Co. (DIS) lmartin@needhamco.com

DAN MEDINA
RATING PRICE TARGET PRICE 52-WEEK RANGE (626) 893-2925
HOLD NA $174.45 $134.11 - $203.02 dmedina@needhamco.com

The Omniverse is DIS's Future KEY DATA

DIS reported FY4Q21 rev of $18.5B (up 26% y/y and 2% below our est), Segment Op Inc of $1.6B Market Cap (MM) $316,997.7
(up 162% y/y but 21% below our est), and Adj EPS of positive $0.37 (vs a 4Q20 EPS Loss of $0.20 Price (11/10/2021) $174.45
but 27% below our est). 52-Week Range $134.11 - $203.02
Shares Outstanding 1,817.13
We believe DIS's asset mix of both digital (ie, Metaverse) and physical assets (ie, an Omniverse)
Avg. Daily Volume 8,991,085.0
maximizes its economic value capture over time vs competitors in only one space. However,
DIS's FY4Q21 comments (our view) implied that share price catalysts won't begin until 2022's Total Debt/Cap. 35.85%

June Q, when its content pipeline fills.

ESTIMATES
Key FY4Q21 DTC metrics: FY (Sep) 2020A 2021A 2022E
EPS
■ DTC Revs rose 38% y/y to $4.6B, although DTC EBITA fell by 68% y/y to a loss of $630mm;
Q1 1.53A 0.32A 0.80E
Q2 0.60A 0.79A 1.32E
■ At 9/30/21, DIS had 179mm total DTC subscribers, made up of Disney+ at 118mm subs (up
Q3 0.08A 0.80A 1.39E
2mm from 116mm at 6/30/21), Hulu at 43.8mm subs (including 4mm vMPVD subs), and
Q4 (0.20)A 0.37A 1.22E
ESPN+ at 17.1mm subs (up 2.2mm q/q); Previous — 0.50E —
Year 2.02A 2.29A 4.73E
■ We estimate that about 43.7mm Disney+ subs were at Hotstar India at 9/30/21, flat q/q; Previous — 2.42E 5.06E
Growth (65.0)% 13.4% 106.6%
■ Disney+ ARPU was $4.12 in FY4Q21 (excluding Hotstar, it was $6.24); P/E 86.4x 76.2x 36.9x

Rev. (MM)($)
■ Disney+ added 44.1mm subs in the 12 months of FY21 and DIS retained its guidance of
Year 65,388.0A 67,418.0A 84,968.0E
230mm-260mm total DTC subs by 2024. DIS also reaffirmed its promise of profitability for Disney
Previous — 67,796.0E 85,236.0E
+ by 2024.
Growth Rev (6.0)% 3.1% 26.0%

Other Key Take-Aways:

1. 53 Weeks. DIS's reported y/y results were skewed by the fact that FY4Q20 had 53 weeks whereas
FY4Q21 had only 52 weeks. DIS disclosed that this extra week generated $200mm of pre-tax
income last year that was missing this year.

2. US affiliate revenue increased 6% y/y driven by 8 points of growth from higher rates, offset by a
3-point decline due to a decrease in linear subscribers.

3. US ad revenue growth at both Cable and Broadcasting segments was driven by easy y/y comps
versus COVID-19 impacted 2020. At Cable, ad rev growth was largely attributable to ESPN, where
ad revs rose $400mm y/y owing to a return of live sporting events.

4. At Broadcasting, ad rev growth was driven by higher CPMs (ie, price per thousand viewers) and
the shift of Academy Awards into the quarter, which benefited DIS's O&Os TV stations and the
ABC Network.

5. Cruises. In July, DIS completed its first cruise in over a year. Future bookings for DIS cruises are
strong.
Financial Take-Aways from DIS's FY4Q21:

RELEVANT DISCLOSURES BEGIN ON PAGE 26 OF THIS REPORT.

 November 11, 2021

1. Media and Entertainment Distribution Division reported revs of $13.1B, up 9% y/y, (3% below
our estimate) and EBITA fell 39% y/y to $947mm, 11% below our est;

2. Disney Parks, Experiences and Products revs came in at $5.45B, up 99% y/y, and positive EBITA
of $640mm in 4Q21, vs a loss of $945mm in 4Q20;

3. Linear Networks rev declined 4% y/y to $6.7B, while EBITA declined 11% y/y to $1.6B, which was
1% above our est.

4. Content Sales/Licensing and Other rev rose 9% y/y to $2.05B and EBITA declined $151mm y/
y to a loss of $65mm, which was 27% better than our est.

5. BS. At 9/30/21 DIS had $16B of cash and debt of $54.4B.

6. Free Cash Flow increased 62% y/y to $1.5B.

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At a Glance
OUR INVESTMENT THESIS
Our HOLD rating on DIS is based on our belief that consensus estimates for DIS are too high owing to high near term investment in DTC
in 2022, and another year of unclear earnings contributions from theme parks, ESPN and film releases as vaccines roll out slowly globally.
We worry that theme parks, cruise ships, or cinema attendance may not return to pre-COVID levels until FY2H22. We do believe that DIS
has a strong enough balance sheet to weather a longer COVID-induced earnings downdraft.

Longer term, we believe DIS will be a winner in the streaming wars owing to its: a) superior marketing skills; b) lower SAC; c) stronger
IP; d) A+ library titles; and e) world-class storytellers at Pixar, Lucas Films and Marvel. Finally, because DIS owns their content studios,
shareholders capture the economic upside of their original films and TV series, rather than paying millions of dollars to others to "rent"
their content for 4-8 years, like Netflix does.

BULL CASE ASSUMPTIONS OUR CASE ASSUMPTIONS BEAR CASE ASSUMPTIONS

Consumer spending in the general
economy returns to pre-COVID levels
during 2022, and/or consumers quickly
return to DIS's physical venues such as
cruise ships, theme parks, box office, and/
or hotels in Orlando, Los Angeles, Paris,
Hong Kong, Shanghai at higher volumes
and/or prices than pre-COVID levels.
We prefer to remain on the sidelines
of DIS until we have a better sense of
timing and impact on consumer behavior
and the economic impact on DIS's assets,
especially given DIS's comments about its
FY22 outlook on the FY4Q21 call.
Consumers do not adopt physical venues
as frequently post-COVID as before
COVID, (or as quickly) which would
negatively impact DIS's theme parks,
cruise ships, live sports attendance, film
releases, etc. We also worry about DIS
corp reorg that separated content creation
from monetization, which may drive lower
ROICs on content creation decisions.

PRICE PERFORMANCE KEY DATA

Market Cap (MM) $316,997.7
Price (USD)
$220.00 Price (11/10/2021) $174.45
52-Week Range $134.11 - $203.02
Shares Outstanding 1,817.13
$200.00
Avg. Daily Volume 8,991,085.0
Total Debt/Cap. 35.85%
$180.00

$160.00

$140.00

$120.00
May-21

Aug-21

Sep-21

Nov-21
Feb-21

Mar-21
Dec-20

Jan-21

Jun-21
Apr-21

Oct-21
Jul-21

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3Q21E VS 3Q21A AND 3Q20A

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FY22E ESTIMATE REVISIONS

FY 22. Based on 4Q21 results and management comments made on the earnings call, we change our estimates for FY22 lowering revenue
to $85B (up 26% y/y and 0.3% below our previous estimate), and we lower our estimate for Adjusted EPS to $4.73 (up 107% y/y and 7%
below our previous estimate).

NEEDHAM ESTIMATES VS CONSENSUS

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NEEDHAM FY21 QUARTERLY ESTIMATES

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NEEDHAM FY22 ESTIMATES

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STREAMING INDUSTRY INVESTMENT POSITIVES

In the section below, we argue that every portfolio should own stocks with exposure to Streaming (also called OTT), owing to strong
consumer demand and financial trends, that act as tailwinds.

What is Streaming?

Generally, Streaming (OTT is used interchangeably) refers to TV episodes, films and user generated content (UGC) delivered on-demand
to TVs in consumer’s homes over wireless or wired internet broadband technology, instead of a cable box. Generally, viewers can watch
streaming content on PCs, laptops, tablets, set-top boxes, game consoles, both in and out of home. Streaming typically applies to all video
content delivered over the internet, regardless of length or quality. For example, Streaming includes YouTube, which aggregates UGC, as
well as Netflix, which aggregates 100% premium long-form films and TV series.

How Big is Streaming?

Streaming is large and growing, both in terms of revenue and users.

■ Global Scale. In 2021, global OTT advtg revenue is projected to reach $129B, and US OTT revenue $56B, both up 22% y/y, according
to Digital TV Research.

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Source: Digital TV Research, June 2021.

■ DTC Time Spent. In 2021, US adults will watch an average of 140 minutes (2 hours 20 mins) of digital video per day, up from 133
minutes in 2020, according to eMarketer. By the end of 2022, adults will watch digital video for an average of 145 minutes per day,
they project.

■ Linear TV viewing will fall by 7.0% in 2021 to an average of 199 (3 hours 20 mins) per day, according to eMarketer. We note that linear
TV viewing per day was 42% longer than OTT daily viewing.

How Do Streaming Companies Make Money?

Early on, OTT services frequently picked a single revenue stream business model, such as subscription revs only for Netflix and Disney+
and advertising only for YouTube and Roku. Over time, new Streaming entrants and entrenched competitors have begun to use a hybrid
business model with both advertising revenue and subscription revenue. Examples of dual revenue stream OTT business models include
Hulu, Roku, Peacock, discovery+, HBO Max, and even YouTube. Netflix is now the exception. Based on eMarketer projections, US SVOD
(subscription video on demand) revenue for OTT services will be 2x larger than US AVOD (advertising video on demand) revenue in 2022.

Source: eMarketer, US Only, Dec 2020.

■ SVOD. Globally, eMarketer estimates that approximately 232mm consumers subscribe for at least 1 OTT service (such as Netflix) in the
US, compared with 986mm in APAC, 180mm in the EU, and 136mm in LatAm. During 2021, 31% of all US OTT subscription revenues
will go to Netflix, 26% will go to Disney, and 13% will go to YouTube.

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■ AVOD funds free streaming content. TiVo’s 2020 Video Trends Report that surveyed over 4,000 US consumers found that only 26% (1
in 4) said they would pay to avoid seeing ads, and that nearly 200mm US consumers watched AVOD services each month in 2020. By
the end of 2021, The ROKU Channel will have 57mm users, Pluto TV will have 47mm monthly viewers, and Tubi will have 44.4 million
monthly viewers in the US.

Streaming Valuations. Added together, the 8 public Streaming companies we cover will report a total of approximately $454B of Revenue
in 2022, up 35% y/y, we calculate. We estimate that ConnectedTV (CTV) ad revenue will grow by more than 100% y/y in each of 2021 and
2022, which is well above eMarketer and consensus estimates. Although we show Alphabet’s total revenue in the chart below for valuation
purposes, we note that YouTube stand-alone total revenue was $7.2B of advertising plus nearly $2.6B of subscription revenue in 3Q21, and
we estimate that YouTube will reach about $40B of total revs (advtg + subscription) in 2021.

As of 11/5/21

Key Streaming Positives:

■ Installed Base of Connected TVs Grew in 2020. During the pandemic, the installed base of Connected TVs (CTVs) in the US grew
rapidly, which increased the TAM for OTT. According to NPD data, y/y growth of connected device sales in the US rose from 1% pre-
COVID to up 20%-60% in each week between March 15 and October 15, 2020. In total, streaming media player sales rose 32% y/y
between March 15 and October 15, 2020. By implication, COVID-19 lock-down orders pulled forward by 1-2 years the installed base of
CTV devices that can receive digital TV ads and streaming content, which pulls forward revenue upside and increases its TAM faster.

■ Growth in Time Spent. During the COVID-19 lockdowns in 2020, time spent with all types of media rose. Also, with all professional
sports dark during 2Q20, consumers rapidly disconnected from the linear TV bundle. Streaming viewing hours grew by 73% between

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2018 and 2020, according to Nielsen. Nielsen disclosed that, in 1Q21, viewing of streaming content was still above pre-pandemic levels.
Because CTV has very high CPMs (cost per thousands) of $20-$40, CTV ad units are the most valuable (by far) ad unit in the digital ad
space. This accelerates the importance of CTV ad growth as a contributor to total reported US digital ad revenue growth.

■ Advertisers Must Reach Streamers. Today, there are over 50mm US homes (according to eMarketer) that cannot see any ads on
linear TV, and can only be reached on streaming devices. Advertising buyers are increasingly turning to targeted CTV (connected
television) ads to reach these households. As a result, CTV is the fastest growing segment of digital ad revenue.

■ Not only did consumers buy a lot of new CTVs in 2020, they also began using the smart TV features in the other TVs they already owned.
In total, connected TV users grew to 206mm in 2020, representing 62% of the US population, according to eMarketer. Additionally,
eMarketer projects steady CTV user growth, from 62% (206mm US users) in 2020 to 66% (225.8mm users) of the total US population
by 2024.

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■ Streaming Usage Accelerated in 2020. COVID-19 accelerated the trend away from traditional pay TV. CTV users grew 7% y/y in
2020, much higher than its reported 2019 growth rate of 5%, and its projected 2021 growth of 2%. According to eMarketer, Connected
TV (CTV) users in the US reached 207.6mm in 2021, or about 63.8% of the US population.

■ COVID Accelerated Cord Cutting. Streaming got a consumer adoption boost during 2020 because live sports was shut down for all
of 2Q20 and most live sports returned simultaneously before year-end 2020, which forced consumers to choose which live sports they
wanted to watch. eMarketer projects falling revenue for the US linear pay-tv bundle for the foreseeable future, which drives upside
to OTT adoption.

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■ Strong OTT Subscription Revenue Trends. According to eMarketer, OTT subscription revenue was $10B in 2017 and should reach
$29B in 2021, representing an CAGR of 190%. In 2021, total OTT US subscription revenues will grow by 3.6% to reach $120B, according
to eMarketer.

■ OTT Ad Revs. The combination of a rapidly growing installed base of CTVs, higher viewing levels, and young CTV demographics is
driving rapid CTV adoption by advertisers. CTV ad spending grew about 40% y/y in 2020, and it is projected to grow by 49% in 2021,
according to eMarketer.

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■ CTV Attracts Young Viewers. Advertisers need to reach young consumers, and CTV delivers on this objective. For example, about
80% of all 12 to 44-year-olds in the US use connected TVs, according to eMarketer. In fact, only the oldest and youngest demo groups
do not use CTVs.

■ Advertisers generally pay more to reach younger viewers, we believe. The average age of OTT viewers is generally about 20 years
younger than linear TV, according to Nielsen. Roku discloses that its streaming viewers are much younger, on average, than linear TV
viewers. This is also borne out by the Feb 2021 eMarketer estimates, shown below.

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■ Nielsen disclosed that, in 1Q21, viewing of streaming content was still above pre-pandemic levels and digital ad spending (ie, CTV)
was trending higher. TiVo’s 2020 Video Trends Report that surveyed over 4,000 US consumers found that only 26% (1 in 4) said they
would pay to avoid seeing ads, and that nearly 200mm US consumers watched AVOD services each month in 2020. These stats bode
well for OTT growth going forward.

■ Low Cost. Many OTT choices, affordability (including free), and ease of disconnect in the case of subscriptions, are key consumer
attractions to OTT Streaming services, we believe.

SVOD Streaming Background and Overview

Definition. Subscription Video-On-Demand (SVOD) services typically charge consumers a fixed monthly subscription fees in exchange
for unlimited access to their content. According to FIPP, as of Feb 2021, there were over 450 SVOD services available globally, with
combined global paid subscribers over 700mm, excluding Amazon Prime.

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SVOD Price Dispersion. The 5 largest SVOD competitors are: Disney+, HBO Max, Hulu, Netflix and Amazon Prime Video. HBO Max is
priced the highest, at about $15/month, followed by NFLX at $14/month for a single stream. Disney+ is the lowest priced SVOD service at
$7/month. All of these to SVOD OTT services have zero ads show to consumers.

Evaluating the engagement trends of the 5 largest SVOD services demonstrates that Netflix, the entrenched incumbent, is losing share
to other SVOD services including Hulu, Amazon Video, Disney and other new OTT competitors. eMarketer projects that Netflix will
command just 37.6% of the US OTT streaming time spent (down sharply compared with the 48.5% share of OTT viewing they reported
in 2019).

According to ReelGood, as of Jan 2021 Disney had the most exclusive US content at 89%, followed by Netflix at 83% and HBO Max at 72%,
among the 5 largest SVOD competitors.

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SVOD Benefited Most from COVID-19

Within the streaming industry, SVOD benefited most from COVID-19 lock-downs, we believe. eMarketer estimates that total SVOD time
spent reached 1 hour and 13mins, up 35% y/y, thanks to shelter at home orders. Although they project continued revenue growth, the
incline is less precipitous than the growth in 2020 during lock-downs.

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SVOD services accounted for 44.5% of streams initiated through Reelgood between March 2 and April 19, 2020 while Advertising Video-on-
Demand (AVOD) services accounted for only 28.6%. Because virtually all live sports were off the air during March-August, many consumers
cut the linear TV bundle cord and spent at least a portion of this saving signing up for new SVOD streaming services.

SVOD vs AVOD vs TVOD vs VOD Streams During COVID-19

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Source: Reelgood, April 2020.

The most interesting thing (to us) that happened during COVID was the 29% y/y growth of AVOD movie titles and the 35% y/y growth
in AVOD TV series episodes, while the categories only grew 10% each on SVOD services between Jan 2020 and Jan 2021. We are very
optimistic about ad-driven “free to consumer” OTT services, and we believe these will continue to take share from SVOD services which
may elevate churn and customer acquisition costs for SVOD.

As of Jan 2021, 39% of Netflix catalog, 37% of HBO Max’s catalog, and 15% of the Disney+ catalog was original TV shows. There were
meaningful y/y shifts for each of these 3 major SVOD services.

Advertising Video on Demand (AVOD) Services Overview

AVOD is a term used in the streaming ecosystem, not in the linear TV ecosystem. AVOD stands for Advertising Video on Demand. The
AVOD business model for streaming content is “free.” However, AVOD is free only in the sense that the viewer doesn’t pay cash up front
each month to watch content. Instead, time is the payment as revenue comes from advertising to viewers as they watch (ie, consume)

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content. Also, streaming viewing generally requires a higher monthly payment to Comcast, Charter, Altice, etc. for faster internet speeds
than if no streaming content was being viewed.

AVOD offers advertisers access to streaming audiences who can no longer be reached on linear TV and have no exposure to ads when
they are watching on a Subscription Video on Demand (SVOD) streaming service. That is, over 30mm US homes no longer have linear
TV, so advertisers must reach these consumers through streaming services. Also, 50% of total streaming viewing is of SVOD services, like
Netflix, which have zero ads. Therefore, the AVOD services have very high demand and pricing power. We estimate that programmatic
CPMs (cost per thousand impression) for CTV are $20-$30.

The most well-known AVODs include Sony Crackle, Tubi, Xumo, PlutoTV, IMDbTV TV, YouTube, and Roku Channel.

Reelgood reported that AVOD services accounted for 28.6% of video streams initiated through their site IN 2020 and that the top five AVOD
services (ranked by streams) were Tubi (25.16% of streams), Sony Crackle (12.04%), IMDb TV (11.45%), Vudu (9.59%), and Popcornflix
(4.47%). 78% of US consumers are willing to watch ads in order to access streaming content for free, according to Integral Ad Science.

Since the beginning of COVID-19, 44% of US consumers have added at least one AVOD service to their viewing routine and an additional
47% plan to use one in the next 12 months, according to Integral Ad Science. According to nScreenMedia, 70 million U.S. households have
connected TVs, representing 68% penetration of wi-fi households; a study of ad buyers by IAB in June 2020 found that CTV was their
preferred digital ad delivery method. The IAB report noted that 59% of advertisers say they plan to increase their spending on CTV and
OTT in 2021.

Although AVOD does not typically stream expensive originals or exclusive new programming owing to the lower revenue per hour
compared with SVOD content, AVOD has been a very powerful upside value creator owing to its young demo and frequent sell-out of
CTV ad units. For example:

■ Hulu, one of the largest ad-supported content platforms, reports that it makes about $15 per month in ad revenue per subscriber,
which is more than it charges for its premium, ad-free package, which is currently $11.99.

■ DISCA discloses that it makes $11 per month on its “ad-light” tier, which costs consumers $5/month. The ad-lite tier generates much
more revenue than the company’s ad-free tier, which costs consumers $7/month with no ads. This is because, even at just 5 minutes
per hour of ads, the ad-lite tier generates $6/month in ad revenue, in addition to the $5/month paid by consumers.

AVOD apps typically sell their viewers time via sponsored content, 30-second ads, etc. In terms of ad loads, Roku has 6-8 minutes of ads
per hour in AVOD while CSSE has 10-12. This compares to 14-18 minutes of ads per hour on linear TV. All CTV viewers must opt-in prior
to viewing AVOD content, so no tracking occurs in the background without consumer consent. CTV is a 100% registered environment.

Typical Ad Units in AVOD include sponsored content, display banners, video ads, pause and binge ads, etc. Ad units also include video
commercials, display banners, sponsored content while showing their content.

Most AVOD ecosystem revenue comes from rev share with the largest AVOD distribution platforms. For example, in the premium AVOD
space, Roku sells 100% of the AVOD ad units on The Roku Channel through a direct sales force, and then it rev shares 50% of the total
ad revs with the content creator.

The largest AVOD-driven platforms are YouTube, Facebook Watch, The Roku Channel, Crackle, TikTok, etc. We note that this list, while
accurate, mixes user generated ad driven video content (called non-premium) and premium long-form video content (typically films and
TV series). YouTube, Facebook Watch, and TikTok generate the bulk of their revenue from user-generated videos, which are typically
shorter and lower quality than the premium long-form TV series and films relied upon by The Roku Channel and Crackle.

Rapid AVOD Revenue GrowthDrivers

In this section we discuss the most important (our view) upside value drivers for AVOD streaming services:

■ Most AVOD ads are viewed on large screen Connected TVs (CTV). The fastest growing segment of digital advertising is ads served
to CTV. AVOD industry ad revenue growth is being driven by $60B of linear TV advertising spending in 2020 trying to follow viewers
to ad-driven streaming services.

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■ Generally, CTV ads are shown on extra-large internet-connected TV screens, typically larger than 50” diagonally, with full sight, sound
and motion. Ads served to CTVs closely mirror the positive emotional impact of linear TV ads, at about ½ the ad load (ie, ad clutter)
ratio.

■ CTV’s benefits (vs linear TV) to brands and marketers include flexibility, improved targeting, measurement, optimization and better
attribution (ie, links between advertising and purchases). Also, advertisers can add unduplicated incremental reach to their linear TV
ad buys using CTV. Because most CTV ads are non-skippable, they generally have a 97% completion rate, according to FreeWheel.
Also, CTV ads can be dynamically targeted in real time during an ad campaign based on a consumer’s interests, location, and past
ad exposures.

■ In the US, CTV advertising revenue totaled $9B in 2020, will grow by nearly 50% in 2021, and will triple to $27B by 2023, according
to eMarketer. We believe eMarketer’s growth projections will prove conservative. We expect CTV ad growth to remain elevated at
30%-50% per year for the foreseeable future, as $60B of linear TV advertising follows audiences to streaming platforms.

The chart below from eMarketer shows CTV ad spending in US$Bs.

No advertiser can forgo reaching this young demo on streaming devices. Advertisers must reach these young consumers who are watching
ad-driven streaming channels or risk losing market share to competitors who integrate CTV into their ad budgets, we believe.

AVOD vs SVOD Viewing Mix Shifts. About 27% of total streaming hours in 4Q20 came from AVOD, about flat with 3Q20, according to
Reelgood. Reelgood has data from 2mm US users, they disclose. We note that SVOD viewing shares fell by 200 basis points from 52% in 2Q20
to 50% by 4Q20. We attribute this share shift to SVOD fatigue, and we expect it to worsen as the physical world reopens post-pandemic.

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POTENTIAL UPSIDE DRIVERS

As consumer choice proliferates, brands become more expensive to create and established brands increase in value. We believe DIS’s
brands are some of the most valuable in the world. In addition to character brands (e.g., Mickey Mouse, Donald Duck, Goofy, etc.), DIS
owns many of the important classic fairy tale characters (e.g., Peter Pan, Alice in Wonderland, Pinocchio, the fairy tale princesses, etc.).
DIS's movie studio brands include Marvel, Star Wars, Pixar, and Disney. The Disney family brand and the ESPN sports brand are premium
brands with global applicability.

RISKS TO TARGET
Risks to DIS investors include COVID-19 related impacts that add risks to DIS's theme parks and film revenue for an indefinite period,
faster linear TV disconnects (which negatively impacts ESPN's ratings and revenue), and/or a weakening economy because it negatively
impacts DIS's advertising, attendance, hotel occupancy rates, cruise ship revenue.

Rating and Price Target History for: Disney (Walt) Co. (DIS) as of 11-10-2021
220
200
180
160
140
120
100
80
2019 Q1 Q2 Q3 2020 Q1 Q2 Q3 2021 Q1 Q2 Q3

Created by: BlueMatrix

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ANALYST CERTIFICATION
I, Laura Martin hereby certify that the views expressed in this research report accurately reflect my personal views about the subject company (ies) and its (their) securities.
I, also certify that I, have not been, and will not be receiving direct or indirect compensation in exchange for expressing the specific recommendation(s) in this report.

RATINGS DISTRIBUTIONS FOR NEEDHAM & COMPANY, LLC

% of companies under coverage % for which investment banking services
with this rating have been provided for in the past 12 months
Strong Buy 1 0
Buy 78 33
Hold 18 4
Underperform <1 0
Rating Suspended <1 0
Restricted <1 0

Needham & Company, LLC employs a rating system based on the following:

Strong Buy: A security, which at the time the rating is instituted, we expect to outperform the average total return of the broader market as well as the securities in the
analyst’s coverage universe over the next 12 months.

Buy: A security, which at the time the rating is instituted, we expect to outperform the average total return of the broader market over the next 12 months.

Hold: A security, which at the time the rating is instituted, we expect to perform approximately in line with the average total return of the broader market over the next
12 months.

Underperform: A security, which at the time the rating is instituted, we expect to underperform the average total return of the broader market over the next 12 months.

Rating Suspended: We have suspended the rating and/or price target, if any, for this security, because there is not a sufficient fundamental basis for determining a rating or
price target. The previous rating and price target, if any, are no longer in effect and should not be relied upon. This rating also includes the previous designation of "Under
Review".

Restricted: Needham & Company, LLC policy and/or applicable law and regulations preclude certain types of communications, including an investment recommendation,
during the course of Needham & Company, LLC’s engagement in an investment banking transaction and in certain other circumstances.

For disclosure purposes, in accordance with FINRA requirements, please note that our Strong Buy and Buy ratings most closely correspond to a "Buy" recommendation.
When combined, 80% of companies under coverage would have a "Buy" rating and 33% have had investment banking services provided within the past 12 months. Hold
ratings mostly correspond to a "Hold/Neutral" recommendation; while our Underperform rating closely corresponds to the "Sell" recommendation required by the FINRA.

Our rating system attempts to incorporate industry, company and/or overall market risk and volatility. Consequently, at any given point in time, our investment rating on
a security and its implied price appreciation may not correspond to the stated 12-month price target. For valuation methods used to determine our price targets and risks
related to our price targets, please contact your Needham & Company, LLC salesperson for a copy of the most recent research report.

Price charts and rating histories for companies under coverage and discussed in this report are available at http://www.needhamco.com/. You may also request this
information by writing to: Needham & Company, LLC, Attn: Compliance/Research, 250 Park Ave., New York, NY 10177

By issuing this research report, each Needham & Company, LLC analyst and associate whose name appears within this report hereby certifies that (i) the recommendations
and opinions expressed in the research report accurately reflect the research analyst’s and associate’s personal views about any and all of the subject securities or issuers
discussed herein and (ii) no part of the research analyst’s or associate’s compensation was, is or will be directly or indirectly related to the specific recommendations or
views expressed by the research analyst or associate in the research report.

DISCLOSURES
The research analyst and research associate have received compensation based upon various factors, including quality of research, investor client feedback, and the
Firm's overall revenues, which includes investment banking revenues for the following: Disney (Walt) Co., Amazon.com, Inc., Chicken Soup for the Soul Entertainment,
CuriosityStream Inc, Discovery, Inc. (Cl A), Fox Corporation - Cl A, fuboTV Inc., Alphabet Inc. Class A, Netflix, Inc., Roku, Inc. and ViacomCBS Inc.Class B

The Firm, at the time of publication, makes a market in the subject companies Amazon.com, Inc., Chicken Soup for the Soul Entertainment, CuriosityStream Inc, Discovery,
Inc. (Cl A), Fox Corporation - Cl A, Alphabet Inc. Class A, Netflix, Inc., Roku, Inc. and ViacomCBS Inc.Class B .

The Firm has managed or co-managed a public offering of securities for the subject companies Chicken Soup for the Soul Entertainment and CuriosityStream Inc in the
past 12 months.

The Firm and/or its affiliate have received compensation for investment banking services from the subject companies Chicken Soup for the Soul Entertainment,
CuriosityStream Inc and fuboTV Inc. in the past 12 months.

The subject companies Chicken Soup for the Soul Entertainment, CuriosityStream Inc and fuboTV Inc. currently are or during the 12-month period preceding the date of
distribution of this research were a client of the Firm and received investment banking services.

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 November 11, 2021

The Firm and/or its affiliate expect to receive or intend to seek compensation for investment banking services from the subject company fuboTV Inc. in the next three
months.

This report is for informational purposes only and does not constitute a solicitation or an offer to buy or sell any securities mentioned herein. Information contained in this report has been obtained
from sources believed to be reliable, but Needham & Company, LLC makes no representation as to its accuracy or completeness, except with respect to the Disclosure Section of the report. Any
opinions expressed herein reflect our judgment as of the date of the materials and are subject to change without notice. The securities discussed in this report may not be suitable for all investors
and are not intended as recommendations of particular securities, financial instruments or strategies to particular clients. Investors must make their own investment decisions based on their
financial situations and investment objectives. The value of income from your investment may vary because of changes in interest rates, changes in the financial and operational conditions of the
companies and other factors. Investors should be aware that the market price of securities discussed in this report may be volatile. Due to industry, company and overall market risk and volatility, at
the securities current price, our investment rating may not correspond to the stated price target. Additional information regarding the securities mentioned in this report is available upon request.
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