Exhibit



		Page
Report of Independent Registered Public Accounting Firm		1

Financial Statements:*
	Statements of Net Assets Available for Benefits as of December 31, 2017 and 2016	2

	Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2017	3

	Notes to Financial Statements	4

Additional Information (included pursuant to Department of Labor’s Rules and Regulations):**
	Schedule H, line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2017	11

*The financial statements for the years ended December 31, 2017 and 2016, and Schedule of Assets (Held at End of Year) as of December 31, 2017 of the Disney Hourly Savings and Investment Plan (the “Plan”) have been prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974 (“ERISA”).

**Other schedules required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are either not applicable or have been filed directly with the Department of Labor as part of the Master Trust filing.

We have audited the accompanying statements of net assets available for benefits of the Disney Hourly Savings and Investment Plan (the “Plan”) as of December 31, 2017 and December 31, 2016 and the related statement of changes in net assets available for benefits for the year ended December 31, 2017, including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2017 and December 31, 2016, and the changes in net assets available for benefits for the year ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

The supplemental Schedule of Assets (Held at End of Year) as of December 31, 2017 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental schedule reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the supplemental schedule, we evaluated whether the supplemental schedule, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.



	December 31,
	2017		2016
Assets
Plan’s share of the net assets of the Disney Savings Plan Master Trust at fair value	$	637,574	$	513,833

Receivables:
Notes receivable from participants	25,412		21,246
Employer contributions	1,495		385
Total receivables	26,907		21,631

Net assets available for benefits	$	664,481	$	535,464



	For the Year Ended
	December 31, 2017

Plan’s share of net investment income of the Disney Savings Plan Master Trust	$	77,422

Interest income on notes receivable from participants	950

Contributions:
Participant	63,644
Employer	22,847
	86,491


Deductions from net assets attributed to:
Benefits paid to participants	(35,623)
Administrative expenses (Note 4)	(223)
	(35,846)

Net increase	129,017

Net assets available for benefits:
Beginning of year	535,464

End of year	$	664,481

The Walt Disney Company (the “Company”) adopted the Disney Hourly Savings and Investment Plan (the “Plan”) effective as of June 1, 2000. The Plan is a defined contribution plan intended to provide participating employees the opportunity to accumulate retirement funds through a tax-deferred contribution arrangement pursuant to Section 401(k) of the Internal Revenue Code of 1986 (the “Code”). In addition to the Code, the Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). This Plan is also an Employee Stock Ownership Plan (“ESOP”), which is intended to comply with Section 4975(e)(7) of the Code. The ESOP provides employees the opportunity to participate in the performance, both positive and negative, of Company common stock. The following description of the Plan provides only general information. Participants should refer to the Plan document for a complete description of the Plan’s provisions.

The Investment and Administrative Committee of The Walt Disney Company Sponsored Qualified Benefit Plans and Key Employees Deferred Compensation and Retirement Plan (the “Committee” or “Plan Administrator”) administers the Plan, interprets its provisions and resolves all issues arising in the administration of the Plan.

The assets of the Plan are administered under a trust agreement between the Company and Fidelity Management Trust Company (“Fidelity” or the “Trustee”). Pursuant to the trust agreement, Fidelity executes the day-to-day activities of trust administration.

Administrative expenses of the Plan may be paid from the assets of the Plan unless the Company, at its discretion, pays such expenses. Investment expenses incurred by the investment funds are charged to the respective funds.

The Plan is for eligible domestic hourly employees of the Company and certain of its subsidiaries. Eligible employees may enroll and begin making contributions 90 days after their hire date. Eligible employees hired or rehired on or after January 1, 2018 and not covered by a collective bargaining agreement will be automatically enrolled in the Plan at a contribution rate of 4% of eligible pay, and this contribution rate automatically increases by 1 ppt each year, up to a maximum percentage of 10%.

Participants are permitted to make pre-tax contributions or after-tax Roth contributions or a combination of both in whole percentages, up to 50% of their base compensation, through payroll deductions. A participant’s total pre-tax contributions, after-tax Roth 401(k) contributions and the Company’s matching contributions, in any Plan year, cannot exceed the limits provided under Section 402(g) and Section 415 of the Code.

Once the participant reaches one year of service, the Company will begin making matching contributions in amounts that range from 2% to 5% of eligible pay depending on a number of factors, including whether the participant is covered by a collective bargaining agreement. The Company may change the level of matching contributions or cease making matching contributions for participants not covered by collective bargaining agreements.

For certain participants, the Company will make an annual contribution in the amount of 4% of the participant’s eligible pay, which will be made in January of each year. The participant must be actively employed at the end of the preceding year in order to receive the contribution.

Income earned on participant pre-tax contributions and Company contributions to the Plan is not taxable for federal or state income tax purposes until withdrawn from the Plan. Income earned on Roth 401(k) contributions is not taxable if distributed in a qualified distribution. A Roth 401(k) withdrawal is considered a qualified distribution if five taxable years have passed since a participant’s first contribution and the withdrawal is attributable to the participant’s attainment of age 59 ½, disability or death.

Each participant’s account is credited with the participant’s contributions and Company matching contributions, as well as allocations of Plan earnings. To the extent that the Plan’s administrative expenses are not paid by the
Company, participant accounts may be charged with an allocation of administrative expenses that are paid by the Plan. The benefit to which a participant is entitled is the amount in the participant’s account.

The Plan’s investments are all held in the Disney Savings Plan Master Trust (the “Master Trust”). There are a number of investment fund options available to participants in which the participants direct their individual contributions and any Company matching contributions in any one or more of these investment funds. Participants may elect to change the investment of their contributions or to transfer all or part of their account balances among the various investment funds in increments of 1%. If the participant makes no election, the Company contributions are made into the BTC Lifepath Fund with a target date closest to the participant’s 65^th birthday.

A participant’s entire account balance, adjusted for investment gains or losses, is available for immediate distribution upon termination of employment. Distributions are made in cash or participants can elect to receive any part of their Disney Stock Fund accounts in the form of Company common stock plus cash for any fractional shares. Participants’ account balances under $1,000 are automatically distributed within 60 days following the participant’s termination date (or on a future date at which the fair market value of the account balance should fall below $1,000), less 20% for federal tax withholding, unless the participant elects to rollover the distribution into an IRA or another qualified plan. Participants with account balances of $1,000 or more may elect a distribution at any time following termination of employment, except all amounts are to be distributed in accordance with the minimum required distribution provisions of the Code.

In-service withdrawals, up to 100% of the participant’s account, are available after reaching age 59½. Hardship withdrawals are limited to the amounts necessary to satisfy a financial hardship and will be made if the Committee, or its delegate, determines that the reason for the hardship complies with applicable requirements under the Code and the Plan.

Each participant has the right to direct the Trustee concerning shareholder rights, such as voting rights or tender offers. An appointed independent fiduciary will vote the shares if a participant does not give specific voting instructions to the Trustee. If an independent fiduciary is not appointed in a particular year or does not give the Trustee timely direction, the Trustee will vote those shares in the same proportion it has received instructions from other participants. If the Trustee does not receive specific tender offer instructions, the Trustee will not tender those shares.

Participants are permitted to borrow from their accounts subject to certain limitations and conditions established to comply with the current requirements of the Code. All notes made by participants are secured by their accounts with a right of offset. Participants may borrow up to 50% of their vested account balance not to exceed $50,000 in any consecutive twelve-month period. The minimum amount of each note is $1,000, and a participant may only have one note outstanding.

Notes may have a term of up to five years. However, the term can be extended to thirty years if the note is used to acquire or construct a principal residence of the participant. The interest rate on notes is equal to the prime rate on the date of issuance plus 1%. Note payments, including interest, are credited to the participant’s account.

The Company reserves the right to amend or modify the provisions of the Plan. Although the Company expects to continue the Plan indefinitely, the Board of Directors of the Company may terminate the Plan for any reason. If the Plan is terminated, each participant will receive, as prescribed by ERISA and its related regulations and in the form and manner determined by the Committee, a payment equal to the value of the participant’s account balance at the time of liquidation.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Actual results could differ from those estimates.

The Plan provides for various investment options in mutual funds and other securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks, which can include increases in defaults and credit rating downgrades. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits and in the Statement of Changes in Net Assets Available for Benefits.

Shares in registered investment companies and collective investment trusts are valued at the net asset value of shares held by the Plan at year end. The Disney Stock ESOP Fund is valued at the year end quoted market price of Company common stock. The Disney Stock Non ESOP Fund is used for employee and employer contributions that are directed by the participant to be invested in Company common stock and is also valued at the year end quoted market price of Company common stock. The balances in the Disney Stock Non ESOP Fund will be automatically transferred to the Disney Stock ESOP Fund annually. Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date.

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. There are no allowances for credit losses as delinquent participant notes are reclassified as distributions based upon the terms of the Plan document and the Code.

Administrative expenses paid by the Company on behalf of the Plan are excluded from these financial statements. Fees related to the administration of notes receivable from participants are charged directly to the participant’s account and are included in administrative expenses. Investment-related expenses are included in net appreciation of fair value of investments.

In response to the Company’s January 2016 request for a determination letter, on March 26, 2018, the Company received a favorable determination letter from the Internal Revenue Service (“IRS”) that the Plan qualifies under the appropriate sections of the Code and is therefore exempt from income taxes under Section 501(a) of the Code. Since the Company’s January 2016 request for a determination letter, the Plan has been amended. However, the Plan Administrator and the Plan’s legal counsel continue to believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code.

U.S. GAAP requires the Plan Administrator to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan Administrator has concluded that as of December 31, 2017 and 2016, there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by the IRS; however, there are currently no audits for any tax periods in progress. The Plan Administrator believes it is no longer subject to income tax examination for years prior to 2014.

Under ERISA rules related to 401(k) plans, transactions with related parties of the Plan such as a sponsor, administrator, trustee or participant (Parties-in-Interest) are considered either exempt or non-exempt from ERISA prohibited transaction provisions. Non-exempt transactions are subject to penalty taxes.

The Plan’s investments and certain assets are held in the Master Trust, which also includes the investments and certain assets of the Disney Savings and Investment Plan and the Disney Retirement Savings Plan, which are other defined contribution plans sponsored by the Company. Assets of the Master Trust are allocated to the participating plans according to the investment elections of participants within each plan. Investment income of the Master Trust for the year ended December 31, 2017 was allocated based upon each Plan’s specific interest within each of the investment funds held by the Master Trust. For the year ended December 31, 2017, the Master Trust’s purchases and sales of Company common stock were $111,663,141 and $186,055,880, respectively.

Investments, dividends receivable and other receivables held by the Master Trust are as follows (in thousands):



	December 31,
	2017		2016
Investments, at fair value:
Disney Stock Funds	$	1,725,440	$	1,746,601
Registered Investment Companies	2,093,761		3,635,499
Collective Investment Trusts	3,995,072		1,380,000
Total investments at fair value	7,814,273		6,762,100
Dividends receivable	13,506		13,153
Other receivables	332		412
Total	$	7,828,111	$	6,775,665



	December 31,
	2017		2016
Investments, at fair value:
Disney Stock Funds	$	118,968	$	110,473
Registered Investment Companies	135,955		204,991
Collective Investment Trusts	381,707		197,525
Total investments at fair value	636,630		512,989
Dividends receivable	926		823
Other receivables	18		21
Total	$	637,574	$	513,833

The changes in net assets for the Master Trust for the year ended December 31, 2017 are as follows (in thousands):



Dividends	$	138,069
Net appreciation in fair value of investments	836,110
Net investment income	974,179
Contributions received, benefits paid and other, net	78,267
Increase in net assets	1,052,446
Net assets:
Beginning of year	6,775,665
End of year	$	7,828,111



	Investments at Fair Value at December 31, 2017
	Level 1		Total
Disney Stock Funds	$	1,725,440	$	1,725,440
Registered Investment Companies	2,093,761		2,093,761
Total investments in the fair value hierarchy	$	3,819,201	3,819,201
Collective Investment Trusts			3,995,072
Total investments at fair value			$	7,814,273



	Investments at Fair Value at December 31, 2016
	Level 1		Total
Disney Stock Funds	$	1,746,601	$	1,746,601
Registered Investment Companies	3,635,499		3,635,499
Total investments in the fair value hierarchy	$	5,382,100	5,382,100
Collective Investment Trusts			1,380,000
Total investments at fair value			$	6,762,100

Collective investment trusts are valued using the net asset value per share practical expedient and have not been classified in the fair value hierarchy. The collective investment trusts invest in domestic and international/global equity and debt securities, securities of publicly traded real estate companies, fixed income investments and/or cash equivalents. The Master Trust’s investments in collective investment trusts trade daily and are not subject to restrictions regarding participant redemptions and there are no unfunded commitments to the collective investment trusts. The Master Trust is required to provide the manager of the collective investment trusts with 30 days’ notice prior to exiting these funds.



(a)	(b)		(c)		(e)
		Identity of Issue, Borrower, Lessor, or Similar Party		Description of Investment, Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value		Current Value

*		Disney Savings Plan Master Trust		Master Trust Investment Account		$	637,574,448
*		Notes receivable from participants		Notes mature between January 2018 and December 2047 with interest rates that range from 4.25% to 6.25%.		$	25,411,880


•	Certain Plan investments are shares of registered investment companies managed by Fidelity, who is the Trustee of the Plan.


•	The Company paid certain administrative expenses on behalf of the Plan totaling $1,630,481. In addition, the Plan incurred administrative expenses of $358,627 pertaining to the year ended December 31, 2017, which were paid by the Company in 2018.


•	Participants borrowed $14,656,850 and made principal repayments of $10,364,133.


•	The Plan allows participants to invest in Company common stock through the Disney Stock ESOP and Non ESOP investment funds. The Plan recognized dividend income of $1,600,728 in the Statement of


•	Level 1 – Quoted prices for identical instruments in active markets


•	Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets


•	Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable


2.	Summary of Significant Accounting Policies