text: Production The proposed budget of $208 million that Bay and Bruckheimer wanted was an area of contention with Walt Disney Studios executives, since a great deal of the budget was to be expended on production aspects. The budget was eventually reduced to $140 million. Even at the reduced budget, Disney managed to get many of the crew and others to defer some of their pay until the film grossed in the region of $140 million. This included the director of photography, the editor, production designer and lighting director and their departments deferring around $5 to $10 million as well as Panavision, Technicolor and Industrial Light & Magic also agreeing to deferrals. Bay also deferred his salary but he and Bruckheimer were the only ones to receive profit participation.
  Also controversial was the effort to change the film's rating from R to PG-13. Bay initially wanted to graphically portray the horrors of war and was not interested in primarily marketing the final product to a teen and young adult audience. However, even though he wanted to make an R-rated movie, Bay admitted that the problem was that young children would not be able to see it, and he felt that they should. As such, when he was ordered by Disney to make a PG-13 film, he didn't argue. As a compromise, he was allowed to release an R-rated Director's Cut on DVD later on in 2002. Budget fights continued throughout the planning of the film, with Bay "walking" on several occasions. Dick Cook, chairman of Disney at the time, said "I think Pearl Harbor was one of the most difficult shoots of modern history."