Directors Report 1

DIRECTORS REPORT FOR THE PERIOD ENDED 31 JULY 2013
The directors present their report and the audited financial statements of ESPN (Europe, Middle East, Africa) Limited (the "Company") for the 10 months ended 31 July 2013
Business review and principal activities The principal activity of the Company during the period was the TV broadcasting of sports programming, licensing of sports programming and management of a number of sporting Internet websites
The Company distributed the ESPN channel in the UK & Republic of Ireland and also owned the ESPN America and ESPN Live TV channels broadcasting across Europe, the Middle East and Africa The Internet portfolio comprised ESPNCricinfo, ESPNFC, ESPNScrum, ESPNF1 and ESPN co uk
On 8 July 2013, the Company shortened its accounting reference date to 31 July 2013 The Company's loss on ordinary activities before taxation for the 10 months ended 31 July 2013 amounted to ?8,051,000 (year ended 29 September 2012 loss ?42,328,847) Turnover for the period was ?130,224,907 (year ended 29 September 2012 ?156,609,826)
On 31 July 2013, the Directors of ESPN Inc sold ESPN Global Limited, including its subsidiary, the Company to British Telecommunications plc ("BT") Pnor to completion of the sale, the Company transferred those businesses which ESPN will continue to operate to its wholly owned subsidiary, ESPN Sports Media Limited (formerly NASN Limited) for nil consideration The Company then sold its investment in ESPN Sports Media Limited to another wholly owned subsidiary of ESPN Inc, ESPN Global Ventures Limited, for a consideration of ?42,071,895 The Company realised a profit on sale of ?13,471,346 The businesses remaining in the Company at the date of sale to BT are the ESPN and ESPN America channels in the UK and Republic of Ireland
As a result of the sale of the Company's parent to BT, the Company incurred restructuring expenses totalling ?5,445,682 These expenses compnse contract termination costs paid to affiliates of ?4,369,851 and redundancy costs of ?1,075,831 These restructuring expenses were settled in full prior to 31 July 2013.0
No interim dividend was paid A final dividend of ?72,516,007 was paid to ESPN Global Limited for the ten months ended 31 July 2013 (2011 nil)
Share capital On 12 March 2013, the Company's immediate parent undertaking, Global Sports Media Limited contributed assets totalling ?7,360,360 to the Company Global Sports Media Limited was subsequently dissolved on 25 June 2013 On 2 July 2013 the Company adopted new articles of association which allow the capitalisation of all reserves that are not required for payment of a preferential dividend The Company then capitalised the existing capital contribution reserve of ?28,483,118 and the undistributable capital reserve of ?46,045,032 through the allotment of 74,528,150 ordinary shares of ?1 each at par by way of a bonus issue On 4 July 2013, the Company cancelled 74,528,150 ordinary shares of ?1 each, at the same time cancelling the share premium account of ?183,042,861 This left the issued share capital balance of 1,550 shares of ?1 each as the only capital outstanding at 31 July 2013
Future developments Future integration of activities will take place following the Company's acquisition by British Telecommunications
Principal risks and uncertainties The principal risk for the Company dunng the period under review is the ability to maintain subscription- based revenues for its TV channels in a competitive market
Key performance indicators ("KPIs") Given the nature of the business and the oversight role performed by the ultimate parent company, the Company's directors are of the opinion that analysis using KPIs is not relevant for an understanding of the development, performance or position of the business as the operations are monitored on a global basis
3.0
ESPN (Europe, Middle East, Africa) Limited

DIRECTORS' REPORT FOR THE PERIOD ENDED 31 JULY 2013 (continued)
Financial risk management The Company's operations expose it to a vanety of financial risks, the most significant of which is that of credit risk The Company has implemented policies that require appropriate credit checks on potential customers before sales are made The exposure to any individual counterparty is limited through the policies and procedures that the Company has in place
The Company may have assets and liabilities denominated in foreign currencies, predominately US dollar and Euro No derivative financial instruments are used to manage the risk of fluctuating exchange rates, so no hedge accounting is applied The Company has in place a foreign exchange policy and will reconsider the appropnateness of this policy should operations change in nature
Directors and secretary
The directors who held office during the year and up to the date of signing the financial statements were
M Barnett (resigned 27 March 2013) T Gleeson (resigned 11 January 2013) J Oerlemans (resigned 12 October 2012) D Ballantine (resigned 1 August 2013) BR Hair (resigned 1 August 2013) M Pay (appointed 26 March 2013, resigned 1 August 2013) C Giessen (appointed 26 March 2013, resigned 1 August 2013) G Cade (appointed 1 August 2013) S Green (appointed 1 August 2013) C Ryan (appointed 1 August 2013)
There were no third party indemnity provisions during the period ended 31 July 2013 (year ended 29 September 2012 nil) The secretary, H Pilkington, resigned on 1 August 2013 and was replaced by Newgate Street Secretaries on the same date
Charitable donations During the period ended 31 July 2013 there were no chantable or political donations (year ended 29 September 2012 nil)
Disabled persons Applications for employment by disabled persons are always considered fully, bearing in mind the respective aptitudes and abilities of the applicant concerned In the event of members of staff becoming disabled every effort is made to ensure that their employment with the Company continues and the appropnate training is arranged It is the policy of the Company that the training, career development and promotion of a disabled person should, as far as possible be identical to that of a person who does not suffer from a disability
Employee involvement Consultation with employees has continued at all levels, with the aim of ensuring that views are taken into account when decisions are made which are likely to affect their interests, and that all employees are aware of the financial and economic performance of their business units, and of the Company as a whole Communication with all employees continues through newsletters and briefing groups
Creditor payment policy The Company aims to pay all of its creditors in accordance with contractual and other legal obligations
Going concern The directors believe that prepanng the financial statements on the going concern basis is appropriate due to the continued financial support provided by British Telecommunications plc Please refer to the accounting policies (page 10) for further details

4.0

ESPN (Europe, Middle East, Africa) Limited
DIRECTORS REPORT FOR THE PERIOD ENDED 31 JULY 2013 (continued) STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations
Company law requires the directors to prepare financial statements for each financial year Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that year
In preparing those financial statements, the directors are required to ?select suitable accounting policies and then apply them consistently, ?make judgements and accounting estimates that are reasonable and prudent, ?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements, and ?prepare the financial statements on the going concern basis unless it is inappropnate to presume that the Company will continue in business
The directors are responsible for keeping adequate accounting records that are sufficient to show the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006 They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities
Disclosure of information to auditors Each of the persons who is a director at the date of signing this report confirms that so far as each director is aware, there is no relevant audit information of which the Company's auditors are unaware Each director has taken all steps that he/she ought to have taken in his/her duty as a director in order to make himself/herself aware of any relevant audit information and to establish that the Company's auditors are aware of that information
Independent auditors A resolution to reappoint PricewaterhouseCoopers LLP as auditors to the Company is proposed for the Annual General Meeting

On behalf of the Board on liif March 2014
4a' G Cade Director
Registered Office 81 Newgate Street London EC1A 7AJ

5.0

ESPN (Europe, Middle East, Africa) Limited

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ESPN (EUROPE, MIDDLE EAST, AFRICA) LIMITED
We have audited the financial statements of ESPN (Europe, Middle East, Africa) Limited for the 10 months ended 31 July 2013 which comprise the Profit and Loss Account, the Balance Sheet, the Accounting Policies and the related notes The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice)
Respective responsibilities of directors and auditors As explained more fully in the Statement of Directors' Responsibilities set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors
This report, including the opinions, has been prepared for and only for the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing
Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from matenal misstatement, whether caused by fraud or error This includes an assessment of whether the accounting policies are appropriate to the Company's circumstances and have been consistently applied and adequately disclosed, the reasonableness of significant accounting estimates made by the directors, and the overall presentation of the financial statements In addition, we read all the financial and non-financial information in the Directors' Report to identify material inconsistencies with the audited financial statements If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report
Opinion on financial statements In our opinion the financial statements
?give a true and fair view of the state of the Company's affairs as at 31 July 2013 and of its loss for

?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting

?have been prepared in accordance with the requirements of the Companies Act

In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements

6.0 ESPN (Europe, Middle East, Africa) Limited

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ESPN (EUROPE, MIDDLE EAST, AFRICA) LIMITED - CONTINUED
Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion
?adequate accounting records have not been kept, or returns adequate for our audit have not

?the financial statements are not in agreement with the accounting records and returns, or
?certain disclosures of directors' remuneration specified by law are not made, or
?we have not received all the information and explanations we require for our audit u)(1*1

Nicholas A Smith (Senior Statutory Auditor) For and on behalf of PncewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London
2014-03-21 00:00:00

7.0 ESPN (Europe, Middle East, Africa) Limited

Directors Report 2

DIRECTORS' REPORT FOR THE YEAR ENDED 29 SEPTEMBER 2012 3 -5

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ESPN (EUROPE, 6 -7 MIDDLE EAST, AFRICA) LIMITED

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 29 SEPTEMBER 2012 8

Directors Report 3

DIRECTORS' REPORT FOR THE YEAR ENDED 1 OCTOBER 2011
The directors present their report and the audited financial statements of ESPN (Europe, Middle East, Africa) Ltd (the "Company") for the 52 weeks ended 1 October 2011
Business review and principal activities The principal activity of the Company is the TV broadcasting of sports programming and the management of a number of sporting internet websites
The Company distributes ESPN in the UK & Republic of Ireland and also owns the ESPN America and ESPN Live TV channels broadcasting to more than 40 countries across Europe and the Middle East The Internet portfolio comprises ESPNCricinfo, ESPNSoccernet, ESPNScrum, ESPN Fl and ESPN co uk
The Company's loss on ordinary activities before taxation amounted to ?64,444,669 (2010 loss ?37,037,782) Turnover for the year was ?150,719,602 (2010 ?153,018,156) The Company has net assets of ?91,835,191 (2010 ?108,464,571)
The Company recorded a provision of ?4,707,900 (2010 ?nil) in respect of an onerous contract relating to a licence agreement for the exploitation of certain audio-visual content
An impairment review was performed on the goodwill balance at 1 October 2011 Management's assessment of the value in use is matenally lower than the carrying value and therefore an impairment of ?15,064,722 has been recognised (2010 ?nil)
No dividend is proposed (2010 ?nil)
Future developments The Company currently holds certain live audio visual UK FAPL rights for the three seasons from 2010111 to 2012/13 The Company has not renewed live audio visual UK FAPL nghts for the three seasons from 2013/14 to 2015/16 The Company will continue to acquire broadcasting rights which are in line with the Company's strategy to provide top class sporting events to its customers and seek to grow its sports channel distribution across Europe, Middle East and Africa
There have been no events since the balance sheet date which affect materially the position of the Company
Principal risks and uncertainties The principal risk for the Company is the availability of broadcasting rights for the TV channels The contracts for these broadcasting rights tend to run for three to four years and extensive planning is performed to ensure that there are sufficient rights for the TV channels to broadcast
Key performance indicators ("KPIs") Given the nature of the business and the oversight role performed by the parent company (The Walt Disney Company), the Company's directors are of the opinion that analysis using KPIs is not relevant for an understanding of the development, performance or position of the business as the operations are monitored on a global basis
Financial risk management The Company's operations expose it to a variety of financial nsks, the most significant of which is that of credit risk The Company has implemented policies that require appropriate credit checks on potential customers before sales are made The exposure to any individual counterparty is limited through the policies and procedures that the Company has in place

3.0 ESPN (Europe, Middle East, Africa) Limited
DIRECTORS' REPORT FOR THE YEAR ENDED 1 OCTOBER 2011 (continued)
Directors
The directors who held office during the year and up to the date of signing the financial statements were
M Barnett T Gleeson J Oerlemans D Ballantine (appointed 16 November 2010) BR Hair (appointed 16 December 2010) B Ignatowski (resigned 16 December 2010)
There were no third party indemnity provisions during the year (2010 End)
Charitable donations During the year there were no charitable or political donations (2010 End)
Disabled persons Applications for employment by disabled persons are always considered fully, bearing in mind the respective aptitudes and abilities of the applicant concerned In the event of members of staff becoming disabled every effort is made to ensure that their employment with the Company continues and the appropriate training is arranged It is the policy of the Company that the training, career development and promotion of a disabled person should, as far as possible be identical to that of a person who does not suffer from a disability
Employee involvement Consultation with employees has continued at all levels, with the aim of ensuring that views are taken into account when decisions are made which are likely to affect their interests, and that all employees are aware of the financial and economic performance of their business units, and of the Company as a whole Communication with all employees continues through newsletters and briefing groups
Creditor payment policy The Company aims to pay all of its creditors in accordance with contractual and other legal obligations
Financial arrangements The Company has obtained a letter of financial support from ESPN Inc , details of which are contained in note 21

4.0 ESPN (Europe, Middle East, Africa) Limited
DIRECTORS' REPORT FOR THE YEAR ENDED 1 OCTOBER 2011 (continued) STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations
Company law requires the directors to prepare financial statements for each financial year Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that year
In preparing those financial statements, the directors are required to ?select suitable accounting policies and then apply them consistently, ?make judgements and accounting estimates that are reasonable and prudent, ?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements, and ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business
The directors are responsible for keeping adequate accounting records that are sufficient to show the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006 They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities
Disclosure of information to auditors Each of the persons who is a director at the date of signing this report confirms that so far as each director is aware, there is no relevant audit information of which the Company's auditors are unaware Each director has taken all steps that he/she ought to have taken in his/her duty as a director in order to make himself/herself aware of any relevant audit information and to establish that the Company's auditors are aware of that information
Independent auditors A resolution to reappoint PncewaterhouseCoopers LLP as auditors to the Company is proposed for the Annual General Meeting

On behalf of the Board on 28 June 2012

B R Hair Director
Registered Office 3 Queen Caroline Street Hammersmith London W6 9PE

5.0 ESPN (Europe, Middle East, Africa) Limited
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ESPN (EUROPE, MIDDLE EAST, AFRICA) LIMITED
We have audited the financial statements of ESPN (Europe, Middle East, Afnca) Ltd for the year ended 1 October 2011 which comprise the Profit and Loss Account, the Balance Sheet and the related notes The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice)
Respective responsibilities of directors and auditors As explained more fully in the Directors' Responsibilities Statement set out on page 5 the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors
This report, including the opinions, has been prepared for and only for the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing
Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error This includes an assessment of whether the accounting policies are appropriate to the Company's circumstances and have been consistently applied and adequately disclosed, the reasonableness of significant accounting estimates made by the directors, and the overall presentation of the financial statements In addition, we read all the financial and non-financial information in the Directors' Report to identify material inconsistencies with the audited financial statements If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report
Opinion on financial statements In our opinion the financial statements give a true and fair view of the state of the Company's affairs as at 1 October 2011 and of its loss for the year then ended, have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, and have been prepared in accordance with the requirements of the Companies Act 2006
Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements
Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion

6.0 ESPN (Europe, Middle East, Africa) Limited

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ESPN (EUROPE, MIDDLE EAST, AFRICA) LIMITED (continued)
Matters on which we are required to report by exception (continued)
?adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us, or ?the financial statements are not in agreement with the accounting records and returns, or ?certain disclosures of directors' remuneration specified by law are not made, or ?we have not received all the information and explanations we require for our audit
a-c

I Sonia Copeland (Senior Statutory Auditor) For and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London 2012-06-28 00:00:00

7.0 ESPN (Europe, Middle East, Africa) Limited

Directors Report 4

DIRECTORS REPORT FOR THE YEAR ENDED 2 OCTOBER 2010
The directors present their annual report and the audited financial statements of ESPN (Europe, Middle East, Africa) Limited (the "Company") for the 52 weeks ended 2 October 2010
Principal activities The principal activity of the Company is the TV broadcasting of sports programming and the management of a number of sporting Internet websites
Review of the business The Company's loss before taxation amounted to ?37,037,782 (2009 loss ?38,526,698) Turnover for the year was ?153,018,156 (2009 restated ?53,047,036) The Company has net assets of ?108,464,571 (2009 ?111,044,348) During the year the Company acquired broadcasting rights to the Premiership Rugby and the FA Cup
No dividend is proposed (2009 ?Nil)
In August 2009 the Company launched a TV channel, ESPN, in the UK & Republic of Ireland and the 2010 results reflect the first full year of the channel The Company also owns the ESPN America and ESPN Live TV channels, broadcasting American sports, to more than 40 countries across Europe and the Middle East The Internet portfolio comprises ESPNCricinfo, ESPNSoccernet, ESPNScrum, ESPN Fl and ESPN co uk
Future developments The Company will continue to acquire broadcasting rights which are in line with the Company's strategy to provide top class sporting events to its customers and seek to grow its sports channel distribution across Europe, Middle East and Africa
There have been no events since the balance sheet date which affect materially the position of the Company
Principal risks and uncertainties The principal risk for the Company is the availability of broadcasting rights for the TV channels The contracts for these broadcasting rights tend to run for three to four years and extensive planning is performed to ensure that there are sufficient rights for the TV channels to broadcast
Key performance indicators ("KPIs") Given the nature of the business, the Company's directors are of the opinion that analysis using KPIs is not necessary for an understanding of the development, performance or position of the business
Financial risk management The Company's operations expose it to a variety of financial risks, one of the most significant of which is that of credit risk The Company has implemented policies which require appropriate credit checks on potential customers before sales are made The exposure to any individual counterparty is limited through the policies and procedures the Company has in place
Directors The directors who held office dunng the year and up to the date of signing the financial statements were
B Ignatowski (resigned 16 December 2010) T Gleeson L Frank (resigned 22 September 2010) M Barnett (appointed 24 September 2010) J Oerlemans (appointed 24 September 2010) D Ballantine (appointed 17 November 2010) B Hair (appointed 16 December 2010)
There were no third party indemnity provisions during the year (2009 ?Nil)

3.0

ESPN (Europe, Middle East, Africa) Limited

DIRECTORS' REPORT FOR THE YEAR ENDED 2 OCTOBER 2010 - continued

Charitable and political donations During the year there were no charitable or political donations (2009 ENO
Disabled persons Applications for employment by disabled persons are always considered fully, bearing in mind the respective aptitudes and abilities of the applicant concerned In the event of members of staff becoming disabled every effort is made to ensure that their employment with the Company continues and the appropriate training is arranged It is the policy of the Company that the training, career development and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability
Employee involvement Consultation with employees has continued at all levels, with the aim of ensuring that views are taken into account when decisions are made which are likely to affect their interests, and that all employees are aware of the financial and economic performance of their business units, and of the Company as a whole Communication with all employees continues through newsletters and briefing groups
Creditor payment policy The Company aims to pay all of its creditors in accordance with contractual and other legal obligations
Financial arrangements The Company has obtained a letter of financial support from ESPN Inc details of which are contained in note 22.0

4.0 ESPN (Europe, Middle East, Africa) Limited DIRECTORS' REPORT FOR THE YEAR ENDED 2 OCTOBER 2010 - continued STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations
Company law requires the directors to prepare financial statements for each financial year Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period
In prepanng those financial statements, the directors are required to ?select suitable accounting policies and then apply them consistently, ?make judgements and estimates that are reasonable and prudent, ?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements, and ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business
The directors are responsible for keeping adequate accounting records that are sufficient to show the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006 They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities
Provision of information to auditors So far as each director is aware, there is no relevant audit information of which the Company's auditors are unaware Each director has taken all steps that he ought to have taken in his duty as a director in order to make himself aware of any relevant audit information and to establish that the Company's auditors are aware of that information

Independent auditors A resolution to reappoint PricewaterhouseCoopers LLP as auditors to the Company is proposed for the annual general meeting

On behalf of the board on 22 March 2011 Registered Office 3 Queen Caroline Street Hammersmith London W6 9PE

5.0

T Gleeson Director ESPN (Europe, Middle East, Africa) Limited

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ESPN (EUROPE, MIDDLE EAST, AFRICA) LIMITED
We have audited the financial statements of ESPN (Europe, Middle East, Africa) Limited (the "Company") for the year ended 2 October 2010 which comprise the Profit and Loss Account, the Balance Sheet and the related notes The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice)
Respective responsibilities of directors and auditors As explained more fully in the Statement of Directors' Responsibilities set out on page 5 the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors
This report, including the opinions, has been prepared for and only for the Company's members as a body in accordance with Chapters of Part 16 of the Companies Act 2006 and for no other purpose We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing
Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error This includes an assessment of whether the accounting policies are appropriate to the Company's circumstances and have been consistently applied and adequately disclosed, the reasonableness of significant accounting estimates made by the directors, and the overall presentation of the financial statements
Opinion on financial statements In our opinion the financial statements ?give a true and fair view of the state of the Company's affairs as at 2 October 2010 and of its loss for the year then ended, ?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, and ?have been prepared in accordance with the requirements of the Companies Act 2006
Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements
Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion
?adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us, or ?the financial statements are not in agreement with the accounting records and returns, or ?certain disclosures of directors' remuneration specified by law are not made, or ?we have not received all the information and explanations we require for our audit

Sonia Copeland (Senior Statutory Auditor) For and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London 2011-03-22 00:00:00

6.0

ESPN (Europe, Middle East, Africa) Limited

Directors Report 5

DIRECTORS REPORT FOR THE YEAR ENDED 3 OCTOBER 2009
The directors present their annual report and the audited financial statements of ESPN (Europe, Middle East, Africa) Limited (the Company') for the 53 weeks ended 3 October 2009
Principal activities The principal activity of the Company is the TV broadcasting of sports programming and the management of a number of sporting Internet websites The Company acquired its Internet business on 27 September 2008
Review of the business The Company's loss before taxation amounted to ?38,526,698 (2008 loss ?16,785,574) Turnover for the year was ?56,027,322 (2008 ?4,134,621) The Company has net assets of ?111,044,348 (2008 ?72,007,183)
No dividend is proposed (2008 ?Nil)
During the financial year opportunities arose for the Company to acquire the broadcasting rights to the English Premier League and other European sporting events In August 2009 the Company launched a new TV channel, ESPN, in the UK & Republic of Ireland to host the TV programming related to these recently acquired broadcasting rights
The Company also owns the ESPN America and ESPN Live TV channels, broadcasting American Sports, to more than 40 countries across Europe and the Middle East The Internet portfolio comprises ESPN Cncinfo, ESPN Soccernet, ESPNScrum, ESPN Fl and ESPN co uk
Future developments The Company has more recently acquired broadcasting rights to the Premiership Rugby and the FA Cup, which is in line with the Company's strategy to provide top class sporting events to its customers and to continue to grow in the UK & Ireland market
There have been no events since the balance sheet date which affect materially the position of the Company
Principal risks and uncertainties The principal risk for the Company is the availability of broadcasting rights for the TV channels The contracts for these broadcasting rights tend to run for three to four years and extensive planning is performed to ensure that there are sufficient rights for the TV channels to broadcast
Key performance indicators ("KPIs") Given the nature of the business, the Company's directors are of the opinion that analysis using KPIs is not necessary for an understanding of the development, performance or position of the business
Financial risk management The Company's operations expose it to a variety of financial risks, one of the most significant of which is that of credit risk The Company has implemented policies which require appropriate credit checks on potential customers before sales are made The exposure to any individual counterparty is limited through the policies and procedures the Company has in place
Directors The directors of the Company during the year were
B Ignatowski T Gleeson L Frank
There were no third party indemnity provisions during the year (2008 ENID

3.0
ESPN (Europe, Middle East, Africa) Limited

DIRECTORS' REPORT FOR THE YEAR ENDED 3 OCTOBER 2009 - continued

Charitable and political donations During the year there were no charitable or political donations (2008 Erni)
Disabled persons Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and abilities of the applicant concerned In the event of members of staff becoming disabled every effort is made to ensure that their employment with the Company continues and the appropriate training is arranged It is the policy of the Company that the training, career development and promotion of a disabled person should, as far as possible, be identical to that of a person who does not suffer from a disability
Employee involvement Consultation with employees has continued at all levels, with the aim of ensuring that views are taken into account when decisions are made which are likely to affect their interests, and that all employees are aware of the financial and economic performance of their business units, and of the Company as a whole Communication with all employees continues through newsletters and bnefing groups
Financial arrangements The Company has obtained a letter of financial support from ESPN Inc Details are contained in note 25

4.0 ESPN (Europe, Middle East, Africa) Limited

STATEMENT OF DIRECTORS RESPONSIBILITIES
The directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations
Company law requires the directors to prepare financial statements for each financial year Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) Under Company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period
In preparing those financial statements, the directors are required to ?select suitable accounting policies and then apply them consistently, ?make judgements and estimates that are reasonable and prudent, ?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements, ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business
The directors are responsible for keeping adequate accounting records that are sufficient to show the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006 They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities
Provision of information to auditors So far as each director is aware, there is no relevant audit information of which the Company's auditors are unaware Each director has taken all steps that he/she ought to have taken in his/her duty as a director in order to make himself/herself aware of any relevant audit information and to establish that the Company's auditors are aware of that information

Independent auditors A resolution to reappoint PncewaterhouseCoopers LLP as auditors to the Company is proposed for the annual general meeting

On behalf of the board on 30 June 2010 5.0

Lynne Frank Director 3 Queen Caroline Stre Hammersmith London W6 9PE ESPN (Europe, Middle East, Africa) Limited
INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF ESPN (EUROPE, MIDDLE EAST, AFRICA) LIMITED
We have audited the financial statements of ESPN (Europe, Middle East, Africa) Limited for the year ended 3 October 2009 which comprise the Profit and Loss Account, the Balance Sheet, the accounting policies and the related notes The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice)
Respective responsibilities of directors and auditors As explained more fully in the Directors' Responsibilities Statement set out on page 5 the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view Our responsibility is to audit the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors
This report, including the opinions, has been prepared for and only for the Company's members as a body in accordance with Sections 495 and 496 of the Companies Act 2006 and for no other purpose We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing
Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error This includes an assessment of whether the accounting policies are appropriate to the Company's circumstances and have been consistently applied and adequately disclosed, the reasonableness of significant accounting estimates made by the directors, and the overall presentation of the financial statements
Opinion on financial statements In our opinion the financial statements ?give a true and fair view of the state of the Company's affairs as at 3 October 2009 and of its loss for the year then ended, ?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, and ?have been prepared in accordance with the requirements of the Companies Act 2006
Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements
Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion
?adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us, or ?the financial statements are not in agreement with the accounting records and returns, or ?certain disclosures of directors' remuneration specified by law are not made, or ?we have not received all the information and explanations we require for our audit ?the financial statements have been properly prepared in accordance with Companies Act 2006, and ?the information given in the Directors' Report is consistent with the financial statements

Stuart Newman (Senior Statutory Auditor) For and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London 2010-06-30 00:00:00

6.0 ESPN (Europe, Middle East, Africa) Limited

Directors Report 6

DIRECTORS' REPORT
The directors present the annual report and the audited financial statements for the period ended 26 September 2008.
Incorporation The company was incorporated on 14 April 2008.
Principal activity On 16 July 2008 the company acquired its principal activity, the broadcasting of sports programming.
Results and dividends The company made a loss of ?16,785,574 during the period.
The directors do not recommend the payment of a dividend.
Directors and secretary On 15 April 2008 Amory Schwartz and Brian lgnatowski were appointed to the board.
On 4 July 2008 Amory Schwartz resigned as director of the company and Patrick Sturgeon was appointed to the board. On 26 September 2008 F.P.R. Trust Company Limited resigned as secretary of the company and Brian lgnatowski was appointed as secretary.
On 26 September 2008 Noreen Kenny and Patrick Sturgeon resigned as directors of the company and on 26 September 2008 Thomas Gleeson and Lynne Frank were appointed to the board.
Directors' and secretary's interests The company is a wholly owned subsidiary of a company incorporated outside Great Britain. As permitted by statutory instrument, no disclosure is made of any interest of the directors in the shares or restricted share units of the ultimate parent, The Walt Disney Company.
Future developments The company changed its centre of management and control, along with its associated tax residence, to the UK with effect from close of business on 26 September 2008.
Audit information The directors who held office at the date of approval of this directors' report confirm that, so far as they are each aware, there is no relevant audit information of which the company's auditor is unaware and each director has taken all the steps that ought to be taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
Auditors The auditors, PricewaterhouseCoopers, who were appointed during the year, have expressed their willingness to continue in office in accordance with Section 160(2) of the Companies Act, 1963.

On behalf of the board fl?

2009-08-14 00:00:00

1.0 3.0 ESPN (Europe, Middle East, Africa) Limited

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the directors' report and financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with UK Accounting Standards. The financial statements are required by law to give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently;
?make judgements and estimates that are reasonable and prudent; and
?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors confirm that they have complied with the above requirements in preparing the financial statements.
The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act, 1985. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities.
The directors are also responsible for preparing a Directors' Report that complies with the Companies Act, 1985.

On behalf of the board

4.0

PRICEWATERHOUsECOOPER5 0

PricewaterhouseCoopers One Spencer Dock North Wall Quay Dublin 1 Ireland Telephone +353 (0) 1 792 6000 Facsimile +353 (0) 1 792 6200 I.D.E. Box No. 137 Internet www.pwc.com/ie

Independent auditors' report to the shareholders of ESPN (Europe, Middle East, Africa) Limited
We have audited the financial statements of ESPN (Europe, Middle East, Africa) Limited for the period ended 26 September 2008 set out on pages 7 to 17. These financial statements have been prepared under the accounting policies set out therein.
This report is made solely to the company's members, as a body, in accordance with Section 235 of the Companies Act, 1985. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditor As described in the statement of directors' responsibilities on page 4 the company's directors are responsible for the preparation of the financial statements in accordance with applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice).
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act, 1985. We also report to you if, in our opinion, the directors' report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and other transactions is not disclosed.
We read the director's report and consider the implications for our report if we become aware of any apparent misstatements within it.
Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.

Chartered Accountants 5.0 PRICEWATERHOUsECCOPER5

Independent auditors' report to the shareholders of ESPN (Europe, Middle East, Africa) Limited - continued
Opinion In our opinion the financial statements:
?give a true and fair view, in accordance with UK Generally Accepted Accounting Practice, of the state of the company's affairs at 26 September 2008 and of its loss for the period then ended; and
?have been properly prepared in accordance with the Companies Act, 1985.
?the information given in the directors' report is consistent with the financial statements.
fAA tszWavl 4041241 PricewaterhouseCoopers Chartered Accountants and Registered Auditors Dublin PI vAcw ri-009

6.0 1.0 1.0 ESPN (Europe, Middle East, Africa) Limited

ACCOUNTING POLICIES
The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the company's financial statements.
Basis of preparation The financial statements are prepared in accordance with generally accepted accounting principles under the historical cost convention and comply with financial reporting standards of the Accounting Standards Board.
Turnover Turnover represents subscription income received, net of Value Added Tax, and sublicensing income arising in respect of television rights acquired by the company.
Tangible fixed assets and depreciation Tangible fixed assets are stated at cost less accumulated depreciation.
The charge for depreciation is calculated to write down the cost of tangible fixed assets to their estimated residual values by equal annual instalments over their expected useful lives as follows:
Computer equipment 25% Office equipment 20%
Financial assets Investments in subsidiary undertakings are shown at cost less provisions for permanent diminutions in value. Under Financial Reporting Standard (FRS) 2 "Group Financial Statements", consolidated financial statements do not have to be prepared as the group meets the exemption criteria.
Taxation Current tax is provided at amounts expected to be paid or recovered using the tax rates and laws that have been enacted or substantially enacted by the balance sheet date.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the